--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------------
FORM 10-Q
---------------------------
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 30, 2008
Commission File No. 000-24743
---------------------------
BUFFALO WILD WINGS, INC.
(Exact name of registrant as specified in its charter)
---------------------------
Minnesota No. 31-1455915
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
5500 Wayzata Boulevard, Suite 1600, Minneapolis, MN 55416
(Address of Principal Executive Offices)
Registrant's telephone number (952) 593-9943
---------------------------
Indicate by check mark whether the registrant (1) 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 |X| NO |_|
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 "accelerated filer", "large accelerated filer", and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |X| 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 |X|
The number of shares outstanding of the registrant's common stock as of
April 30, 2008: 17,800,493 shares.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 6. Exhibits 19
Signatures 20
Exhibit Index 21
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share data)
(unaudited)
March 30, December 30,
2008 2007
------------ ------------
Assets
Current assets:
Cash and cash equivalents $ 15,155 1,521
Marketable securities 57,930 66,513
Accounts receivable - franchisees, net of allowance of $25 977 885
Accounts receivable - other 6,405 6,976
Inventory 2,622 2,362
Prepaid expenses 2,309 3,060
Refundable income tax 338 1,886
Deferred income taxes 1,611 1,303
------------ ------------
Total current assets 87,347 84,506
Property and equipment, net 108,702 102,742
Restricted cash 2,079 7,161
Other assets 2,297 2,320
Goodwill 369 369
------------ ------------
Total assets $ 200,794 197,098
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Unearned franchise fees $ 2,448 2,316
Accounts payable 12,030 10,692
Accrued compensation and benefits 10,302 12,615
Accrued expenses 6,139 6,207
Current portion of deferred lease credits 282 660
------------ ------------
Total current liabilities 31,201 32,490
Long-term liabilities:
Other liabilities 1,100 1,031
Marketing fund payables 2,079 7,161
Deferred income taxes 3,741 2,166
Deferred lease credits, net of current portion 12,973 12,585
------------ ------------
Total liabilities 51,094 55,433
------------ ------------
Commitments and contingencies (note 10)
Stockholders' equity:
Undesignated stock, 1,000,000 shares authorized; none
issued -- --
Common stock, no par value. Authorized 20,200,000 shares;
issued and outstanding 18,241,765 and 17,933,497
respectively 82,335 80,825
Retained earnings 67,365 60,840
------------ ------------
Total stockholders' equity 149,700 141,665
------------ ------------
Total liabilities and stockholders' equity $ 200,794 197,098
============ ============
See accompanying notes to consolidated financial statements
3
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar and share amounts in thousands except per share data)
(unaudited)
Three months ended
-----------------------------------
March 30, April 1,
2008 2007
---------------- ------------------
Revenue:
Restaurant sales $ 86,896 71,059
Franchise royalties and fees 10,366 8,843
---------------- ------------------
Total revenue 97,262 79,902
---------------- ------------------
Costs and expenses:
Restaurant operating costs:
Cost of sales 26,415 22,058
Labor 25,858 21,107
Operating 13,275 11,472
Occupancy 5,697 4,718
Depreciation 5,239 3,892
General and administrative (1) 9,341 8,617
Preopening 1,185 318
Loss on asset disposals and impairment 753 79
---------------- ------------------
Total costs and expenses 87,763 72,261
---------------- ------------------
Income from operations 9,499 7,641
Interest income 432 700
---------------- ------------------
Earnings before income taxes 9,931 8,341
Income tax expense 3,406 2,800
---------------- ------------------
Net earnings $ 6,525 5,541
================ ==================
Earnings per common share - basic $ 0.37 0.32
Earnings per common share - diluted 0.36 0.31
Weighted average shares outstanding - basic 17,766 17,448
Weighted average shares outstanding - diluted 17,877 17,684
(1) Includes stock-based compensation of $1,020 and $1,268, respectively
See accompanying notes to consolidated financial statements
4
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(unaudited)
Three months ended
---------------------------
March 30, April 1,
2008 2007
------------- -------------
Cash flows from operating activities:
Net earnings $ 6,525 5,541
Adjustments to reconcile net earnings to cash provided by
operations:
Depreciation 5,239 3,892
Amortization (36) 19
Loss on asset disposals and impairment 753 87
Deferred lease credits 834 302
Deferred income taxes 1,267 (762)
Stock-based compensation 1,020 1,268
Excess tax benefit from stock issuance (278) (585)
Change in operating assets and liabilities:
Trading securities 1 (91)
Accounts receivable (345) (282)
Inventory (260) (248)
Prepaid expenses 751 (612)
Other assets 23 (24)
Unearned franchise fees 132 26
Accounts payable (219) 79
Income taxes payable 1,826 2,416
Accrued expenses (1,212) 273
------------- -------------
Net cash provided by operating activities 16,021 11,299
------------- -------------
Cash flows from investing activities:
Acquisition of property and equipment (10,395) (3,904)
Purchase of marketable securities (27,704) (39,605)
Proceeds of marketable securities 36,322 34,693
------------- -------------
Net cash used in investing activities (1,777) (8,816)
------------- -------------
Cash flows from financing activities:
Issuance of common stock 101 441
Tax payments for restricted stock (989) (1,183)
Excess tax benefit from stock issuance 278 585
------------- -------------
Net cash used in financing activities (610) (157)
------------- -------------
Net increase in cash and cash equivalents 13,634 2,326
Cash and cash equivalents at beginning of period 1,521 11,756
------------- -------------
Cash and cash equivalents at end of period $ 15,155 14,082
============= =============
See accompanying notes to consolidated financial statements
5
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 30, 2008 AND APRIL 1, 2007
(Dollar amounts in thousands except share and per share data)
(1) Basis of Financial Statement Presentation
The consolidated financial statements as of March 30, 2008 and December 30,
2007, and for the three-month periods ended March 30, 2008 and April 1,
2007, have been prepared by Buffalo Wild Wings, Inc. pursuant to the rules
and regulations of the Securities and Exchange Commission (the "SEC"). The
financial information for the three-month periods ended March 30, 2008 and
April 1, 2007 is unaudited, but, in the opinion of management, reflects all
adjustments and accruals necessary for a fair presentation of the financial
position, results of operations, and cash flows for the interim periods.
References in the remainder of this document to "Buffalo Wild Wings," "we,"
"us" and "our" refer to the business of Buffalo Wild Wings, Inc. and our
subsidiaries.
The financial information as of December 30, 2007 is derived from our
audited consolidated financial statements and notes thereto for the fiscal
year ended December 30, 2007, which is included in Item 8 in the Fiscal
2007 Annual Report on Form 10-K, and should be read in conjunction with
such financial statements.
The results of operations for the three-month period ended March 30, 2008
are not necessarily indicative of the results of operations that may be
achieved for the entire year ending December 28, 2008.
(2) Summary of Significant Accounting Policies
(a) Inventories
Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method.
We purchase our 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 our purchase requirements do not create a
market risk. The primary food product used by our restaurants and our
franchised restaurants is fresh chicken wings. Fresh chicken wings
were purchased by us based on a chicken wing contract which fixed
80-90% of our chicken wing purchases at $1.23 per pound. This
agreement expired in March 2008 and we are currently purchasing
chicken wings at market prices. Material increases in fresh chicken
wing costs may adversely affect our operating results. For the
three-month periods ended March 30, 2008 and April 1, 2007, fresh
chicken wings were 22.5% and 25.3%, respectively, of restaurant cost
of sales.
(b) New Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB)
issued SFAS No. 141R, "Business Combinations." SFAS No. 141R provides
companies with principles and requirements on how an acquirer
recognizes and measures in its financial statements the identifiable
assets acquired, liabilities assumed, and any noncontrolling interest
in the acquiree as well as the recognition and measurement of goodwill
acquired in a business combination. SFAS No. 141R also requires
certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will
generally be expensed as incurred. SFAS No. 141R is effective for
business combinations occurring in fiscal years beginning after
December 15, 2008. Early adoption of SFAS No. 141R is not permitted.
We are currently evaluating the impact SFAS No. 141R will have on any
future business combinations.
In February 2007, the FASB issued SFAS No. 159 "The Fair Value Option
for Financial Assets and Financial Liabilities" (SFAS No. 159), which
permitted an entity to measure certain financial assets and
liabilities at fair value. The statement's objective was to improve
financial reporting by allowing entities to mitigate volatility in
reported earnings caused by the measurement of related assets and
liabilities using different attributes, without having to apply
complex hedge accounting provisions. This statement became effective
for fiscal years beginning after November 15, 2007 and was to be
applied prospectively. We adopted the provisions of SFAS No. 159 on
January 1, 2008. As we did not elect to measure existing assets and
liabilities at fair value, the adoption of this statement did not have
an effect on our financial statements.
6
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements," (SFAS No. 157). This statement did not require any new
fair value measurements, but rather, it provided enhanced guidance to
other pronouncements that require or permit assets or liabilities to
be measured at fair value. The changes to current practice resulting
from the application of this statement related to the definition of
fair value, the methods used to estimate fair value, and the
requirement for expanded disclosures about estimates of fair value.
This statement became effective for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The
effective date for this statement for all nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring
basis, has been delayed by one year. We adopted the provisions of SFAS
No. 157 related to financial assets and financial liabilities on
December 31, 2007. The partial adoption of this statement did not have
a material impact on our financial statements. It is expected that the
remaining provisions of this statement will not have a material effect
on our financial statements.
Fair value is defined as the price at which an asset could be
exchanged in a current transaction between knowledgeable, willing
parties or the amount that would be paid to transfer a liability to a
new obligor, not the amount that would be paid to settle the liability
with the creditor. Where available, fair value is based on observable
market prices or parameters or derived from such prices or parameters.
Where observable prices or inputs are not available, valuation models
are applied. These valuation techniques involve some level of
management estimation and judgment, the degree of which is dependent
on the price transparency for the instruments or market and the
instruments' complexity.
Assets recorded at fair value in the consolidated balance sheets are
categorized based upon the level of judgment associated with the
inputs used to measure their fair value. Hierarchical levels, defined
by SFAS No. 157 and directly related to the amount of subjectivity
associated with the inputs to fair valuation of these assets and
liabilities, are as follows:
Level 1 - Inputs were unadjusted, quoted prices in active markets
for identical assets or liabilities at the measurement date.
Level 2 - Inputs (other than quoted prices included in Level 1)
were either directly or indirectly observable for the asset or
liability through correlation with market data at the measurement
date and for the duration of the instrument's anticipated life.
Level 3 - Inputs reflected management's best estimate of what
market participants would use in pricing the asset or liability
at the measurement date. Consideration was given to the risk
inherent in the valuation technique and the risk inherent in the
inputs to the model.
Determining which hierarchical level an asset falls within requires
significant judgment. We will evaluate our hierarchy disclosures each
quarter. The following table summarizes the financial instruments
measured at fair value in the Consolidated Balance Sheet as of March
30, 2008:
Fair Value Measurements
----------------------------------------
Level 1 Level 2 Level 3 Total
--------- -------- -------- ----------
Assets
Short-term investments (1) $ 1,588 $ 39,804 $ - $ 41,392
(1) We classified a portion of our marketable securities as
available-for-sale and trading securities which were reported at fair
market value, using the "market approach" valuation technique. The
"market approach" valuation method used prices and other relevant
information observable in market transactions involving identical or
comparable assets. Our trading securities are valued using the Level 1
approach. Our available for sale marketable securities are valued
using a Level 2 approach.
SFAS No. 157 requires separate disclosure of assets measured at fair
value on a recurring basis, as documented above, from those measured
at fair value on a nonrecurring basis. As of March 30, 2008, no assets
or liabilities were measured at fair value on a nonrecurring basis.
7
(3) Marketable Securities
Marketable securities were comprised of the following:
As of
--------------------------
March 30, December 30,
2008 2007
------------ -------------
Held-to-maturity:
Municipal securities $ 16,538 23,718
Available-for-sale:
Municipal securities 39,804 41,206
Trading:
Mutual funds 1,588 1,589
------------ -------------
Total $ 57,930 66,513
============ =============
All held-to-maturity debt securities are due within one year and had
aggregate fair values of $16,595 and $23,753 as of March 30, 2008 and
December 30, 2007, respectively. Trading securities represents investments
held for future needs of a non-qualified deferred compensation plan.
(4) Property and Equipment
Property and equipment consists of the following:
As of
---------------------------
March 30, December 30,
2008 2007
------------- -------------
Construction in-process $ 5,102 1,851
Furniture, fixtures, and equipment 73,024 69,962
Leasehold improvements 101,643 97,916
------------- -------------
179,769 169,729
Less accumulated depreciation (71,067) (66,987)
------------- -------------
$ 108,702 102,742
============= =============
(5) Stockholders' Equity
(a) Stock Options
We have 2.9 million shares of common stock reserved for issuance under
a stock-based compensation plan for employees, officers, and
directors. The option price for shares issued under this plan is to be
not less than the fair market value on the date of grant with respect
to incentive stock options, or 85% of fair market value for
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 to ten years. Nonqualified stock options
issued pursuant to the plan have varying vesting periods from
immediately to one year and have a contractual life of ten years. In
2003, our shareholders approved amendments to the plan to allow the
granting of restricted stock and extended the plan to 2013. We issue
new shares of common stock upon exercise of stock options and
disbursement of restricted stock units. Option activity is summarized
for the quarter ended March 30, 2008:
Weighted Weighted Average
Number average Remaining Aggregate Intrinsic
of shares exercise price Contractual Life Value
---------------- ------------------- ----------------- --------------------
Outstanding, December 30, 2007 176,603 $ 5.61 3.9 $ 3,096
Granted 58,272 24.96
Exercised (34,902) 2.90
Cancelled (4,075) 7.80
---------------- ------------------- ----------------- --------------------
Outstanding, March 30, 2008 195,898 11.80 4.9 2,494
Exercisable, March 30, 2008 134,219 6.02 4.0 2,461
8
The aggregate intrinsic value in the table above is before applicable
income taxes, based on our closing stock price of $24.35 as of the last
business day of the quarter ended March 30, 2008, which would have been
received by the optionees had all options been exercised on that date. As
of March 30, 2008, total unrecognized stock-based compensation expense
related to nonvested stock options was approximately $618, which is
expected to be recognized over a weighted average period of approximately
2.2 years. During the quarters ended March 30, 2008 and April 1, 2007, the
total intrinsic value of stock options exercised was $777 and $3,863,
respectively. During the quarters ended March 30, 2008 and April 1, 2007,
the total fair value of options vested was $9 and $93, respectively.
The plan has 320,883 shares available for grant as of March 30, 2008.
(b) Restricted Stock
We adopted a stock performance plan in June 2004, under which restricted
stock units are granted annually at the discretion of the Board. These
units are subject to annual vesting upon achieving performance targets
established by the Board of Directors. We record compensation expense for
the restricted stock units if vesting, based on the achievement of
performance targets, is probable. The restricted stock units may vest
one-third annually over a ten-year period as determined by meeting
performance targets. However, the second one-third of the restricted stock
units is not subject to vesting until the first one-third has vested and
the final one-third is not subject to vesting until the first two-thirds of
the award has vested. Restricted stock units granted in 2007 and 2006 are
subject to this vesting.
In 2008, restricted stock units were granted subject to cumulative
three-year net income targets. The number of units that vest are based on
performance against those targets. These restricted stock units have a
three-year life and are subject to forfeiture if not vested at the end of
that period. Compensation expense is recognized for the expected number of
units to vest over the three-year period. One third of the expected
cumulative expense is recorded each year.
Restricted stock activity is summarized for the quarter ended March 30, 2008:
Weighted
average
Number grant date
of shares fair value
--------------------- --------------
Outstanding, December 30, 2007 140,692 $ 20.92
Granted 323,235 23.10
Vested (18,151) 23.14
Cancelled (4,504) 22.43
--------------------- --------------
Outstanding, March 30, 2008 441,272 22.41
As of March 30, 2008, the total stock-based compensation expense related to
nonvested awards not yet recognized was $11,435, which is expected to be
recognized over a weighted average period of 1.6 years. During the quarters
ended March 30, 2008 and April 1, 2007, the total fair value of vested
shares were $420 and $372, respectively. The weighted average grant date
fair value of restricted stock units granted during the first quarter of
2007 was $26.62.
(c) Employee Stock Purchase Plan
We have reserved 600,000 shares of common stock for issuance under the
Employee Stock Purchase Plan (ESPP). The ESPP is available to substantially
all employees subject to employment eligibility requirements. Participants
may purchase our common stock at 85% of the beginning or ending closing
price, whichever is lower, for each six-month period ending in May and
November. During the first quarters of 2008 and 2007, we issued no shares
of common stock under the plan. As of March 30, 2008, we have 433,023
available for future issuance.
9
(6) Earnings Per Share
The following is a reconciliation of basic and fully diluted earnings per
share for the three-month periods ended March 30, 2008 and April 1, 2007:
Three months ended March 30, 2008
----------------------------------------
Earnings Shares Per-share
(numerator) (denominator) amount
------------- -------------- -----------
Net earnings $ 6,525
-------------
Earnings per common share--basic 17,766,331 $ 0.37
Effect of dilutive securities
Stock options -- 110,987
------------- --------------
Earnings per common share--diluted $ 6,525 17,877,318 $ 0.36
============= ==============
----------------------------------------
Three months ended April 1, 2007
----------------------------------------
Earnings Shares Per-share
(numerator) (denominator) amount
Net earnings $ 5,541
-------------
Earnings per common share--basic 5,541 17,448,030 $ 0.32
Effect of dilutive securities
Stock options -- 235,752
------------- --------------
Earnings per common share--diluted $ 5,541 17,683,782 $ 0.31
============= ==============
469,447 shares and 319,138 shares for the three-month periods ended March
30, 2008 and April 1, 2007, respectively, have been excluded from the fully
diluted calculation because the effect on net earnings per share would have
been antidilutive.
(7) Supplemental Disclosures of Cash Flow Information
Three months ended
--------------------------
March 30, April 1,
2008 2007
------------- ------------
Cash paid during the period for:
Income taxes $ 275 $ 628
Noncash financing and investing transactions:
Property and equipment not yet paid for 1,557 757
Tax withholding for restricted stock units -- 417
(8) Income Taxes
We adopted the provisions of FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" (FIN 48), on January 1, 2007. The total
unrecognized tax benefits reflected on our balance sheet as of December 30,
2007 and March 30, 2008 were $241 and $262 respectively. The increase was
due to additions based on tax positions related to the current year. We
recognize potential accrued interest and penalties related to unrecognized
tax benefits within its operations in income tax expense. Interest and
penalties related to unrecognized tax benefits were $93 at March 30, 2008.
Included in the balance at December 30, 2007 and March 30, 2008, are
unrecognized tax benefits of $157 and $170, respectively, which if
recognized would affect the annual effective tax rate. We do not anticipate
any significant change to the total unrecognized tax benefits prior to
March 29, 2009.
The Internal Revenue Service has completed their examination of our 2005
U.S. Income Tax Return. No changes were reported. With few exceptions, we
are is no longer subject to state income tax examinations for years before
2004.
10
(9) Acquisition of Don Pablo's Locations and Restaurant Impairment
During February 2008, we acquired certain leases and assets of eight
locations from Avado Brands, Inc. for approximately $1,200. Due to this
acquisition, we recorded an impairment charge for the assets of a
restaurant being relocated. An impairment charge of $395 was recorded to
the extent that the carrying value was not considered recoverable based on
estimated discounted cash flows.
(10) Contingencies
We are involved in various legal actions arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on our consolidated
financial position, results of operations, or cash flows.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included in Item 1 of Part 1 of this Quarterly
Report and the audited consolidated financial statements and related notes and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in our Annual Report on Form 10-K for the fiscal year ended
December 30, 2007. This discussion and analysis contains certain statements that
are not historical facts, including, among others, those relating to our
anticipated financial performance for 2008, cash requirements, and our expected
store openings. Such statements are forward-looking and risks and uncertainties
include, but are not limited to, those discussed in this Form 10-Q under Item 2
of Part I as well as in Item 1A of Part I of the fiscal 2007 Form 10-K.
Critical Accounting Policies and Use of Estimates
Our most critical accounting policies, which are those that require significant
judgment, include: valuation of long-lived assets and store closing reserves,
vendor allowances, revenue recognition from franchise operations, and
self-insurance liability. An in-depth description of these can be found in our
Annual Report on Form 10-K for the fiscal year ended December 30, 2007. There
have been no changes to those policies during this period.
Overview
As of March 30, 2008, we owned and operated 165 company-owned and franchised an
additional 340 Buffalo Wild Wings(R) Grill & Bar restaurants in 37 states. Of
the 505 system-wide restaurants, 85 are located in Ohio. The restaurants have
elements of both the quick casual and casual dining styles, both of which are
part of a growing industry. Our long-term focus is to grow to a national chain
of over 1,000 locations, with 15% annual unit growth through 2009, continuing
the strategy of developing both company-owned and franchised restaurants.
Our growth and success depend on several factors and trends. First, we continue
to monitor and react to changes in our cost of goods sold. The cost of goods
sold is difficult to predict, as it ranged from 30.4% to 31.0% of restaurant
sales per quarter in 2008 and 2007. We are working to counteract the volatility
of chicken wing prices with the introduction of popular new menu items,
effective marketing promotions, focused efforts on food costs and waste, and
menu price increases. We will continue to monitor the cost of fresh chicken
wings, as it can significantly change our cost of sales and cash flow from
company-owned restaurants. We are also exploring purchasing strategies to lessen
the severity of cost increases and fluctuations and are reviewing menu additions
and other strategies that may decrease the percentage that fresh chicken wings
represent in terms of total restaurant sales. In March 2007, we entered into a
one-year pricing agreement which fixed 80-90% of our chicken wing purchases at
$1.23 per pound. This agreement expired in March 2008 and we are currently
purchasing chicken wings at market prices.
A second factor is our success in new markets. There are inherent risks in
opening new restaurants, especially in new markets, for various reasons,
including the lack of experience, logistical support, and brand awareness in a
new market. These factors may result in lower than anticipated sales and cash
flow for new restaurants in new markets. In 2008, we plan to develop the
majority of our company-owned restaurants primarily in markets where we
currently have either company-owned or franchised restaurants. We believe this
development focus, together with our focus on our new restaurant opening
procedures, will help mitigate the overall risk associated with opening
restaurants in new markets.
Third, 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
hospitality.
Our revenue is generated by:
o Sales at our company-owned restaurants, which were 89% of total
revenue in the first quarter of 2008. Food and nonalcoholic beverages
accounted for 73% of restaurant sales. The remaining 27% of restaurant
sales was from alcoholic beverages. The menu item with the highest
sales volume is chicken wings at 22% of total restaurant sales.
o Royalties and franchise fees received from our franchisees.
12
We generate cash from the operation of 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 statement of
earnings under "Restaurant operating costs." Nearly all of our depreciation
expense relates to assets used by our company-owned restaurants. Preopening
costs are those costs associated with opening new company-owned restaurants and
will vary quarterly based on the number of new locations opened. Loss on asset
disposals and impairment is related to company-owned restaurants and includes
the write-down of miscellaneous assets. Certain other expenses, such as general
and administrative, relate to both company-owned and franchising operations.
We operate on a 52 or 53-week fiscal year ending on the last Sunday in December.
Both of the first quarters of 2008 and 2007 consisted of thirteen weeks.
Quarterly Results of Operations
Our operating results for the periods indicated are expressed below as a
percentage of total revenue, except for the components of restaurant operating
costs, which are expressed as a percentage of restaurant sales. The information
for each three-month period is unaudited, and we have prepared it on the same
basis as the audited financial statements. In the opinion of management, all
necessary adjustments, consisting only of normal recurring adjustments, have
been included to present fairly the unaudited quarterly results.
Quarterly and annual operating results may fluctuate significantly as a result
of a variety of factors, including increases or decreases in same-store sales,
changes in commodity prices, the timing and number of new restaurant openings
and related expenses, asset impairment charges, store closing charges, general
economic conditions, stock-based compensation, and seasonal fluctuations. As a
result, our quarterly results of operations are not necessarily indicative of
the results that may be achieved for any future period.
Three months ended
---------------------------
March 30, April 1,
2008 2007
------------- -------------
Revenue:
Restaurant sales 89.3% 88.9%
Franchising royalties and fees 10.7 11.1
------------- -------------
Total revenue 100.0 100.0
------------- -------------
Costs and expenses:
Restaurant operating costs:
Cost of sales 30.4 31.0
Labor 29.8 29.7
Operating 15.3 16.1
Occupancy 6.6 6.6
Depreciation 5.4 4.9
General and administrative 9.6 10.8
Preopening 1.2 0.4
Loss on asset disposals and impairment 0.8 0.1
------------- -------------
Total costs and expenses 90.2 90.4
------------- -------------
Income from operations 9.8 9.6
Interest income 0.4 0.9
------------- -------------
Earnings before income taxes 10.2 10.4
Income tax expense 3.5 3.5
------------- -------------
Net earnings 6.7% 6.9%
============= =============
13
The number of company-owned and franchised restaurants open are as follows:
As of
------------------------
March 30, April 1,
2008 2007
------------- ----------
Company-owned restaurants 165 140
Franchised restaurants 340 299
The restaurant sales for company-owned and franchised restaurants are as
follows (amounts in thousands):
Three months ended
----------------------
March 30, April 1,
2008 2007
----------- ----------
Company-owned restaurant sales $86,896 71,059
Franchised restaurant sales 206,888 177,457
Increases in comparable same-store sales are as follows (based on restaurants
operating at least fifteen months):
Three months ended
---------------------------
March 30, April 1,
2008 2007
-------------- ------------
Company-owned same-store sales 4.1% 8.7%
Franchised same-store sales 2.1% 3.3%
The quarterly average prices paid per pound for fresh chicken wings are as
follows:
Three months ended
-------------------------
March 30, April 1,
2008 2007
------------- -----------
Average price per pound $ 1.33 1.40
Results of Operations for the Three Months Ended March 30, 2008 and April 1,
2007
Restaurant sales increased by $15.8 million, or 22.3%, to $86.9 million in
2008 from $71.1 million in 2007. The increase in restaurant sales was due to a
$13.0 million increase associated with the opening of four new company-owned
restaurants in 2008 and 29 company-owned restaurants opened before 2008 that did
not meet the criteria for same-store sales for all or part of the three-month
period and $2.8 million related to a 4.1% increase in same-store sales.
Franchise royalties and fees increased by $1.5 million, or 17.2%, to $10.4
million in 2008 from $8.8 million in 2007. The increase was primarily due to
additional royalties collected from nine new franchised restaurants that opened
in 2008 and 37 franchised restaurants that opened in the last nine months of
2007. Same-store sales for franchised restaurants increased 2.1% in 2008.
Cost of sales increased by $4.4 million, or 19.8%, to $26.4 million in 2008 from
$22.1 million in 2007 due primarily to more restaurants being operated in 2008.
Cost of sales as a percentage of restaurant sales decreased to 30.4% in 2008
from 31.0% in 2007. The decrease in cost of sales as a percentage of restaurant
sales was primarily due to the leverage of food and alcohol costs as a result of
price increases. Also, boneless wing sales have increased as a part of our menu
mix providing better margins and a corresponding lower cost of goods percentage.
The pricing agreement which fixed 80-90% of our chicken wing purchases at $1.23
per pound expired in March 2008. For the first quarter of 2008, wing prices
averaged $1.33 per pound which was a 5% decrease over the same period in 2007.
Labor expenses increased by $4.8 million, or 22.5%, to $25.9 million in 2008
from $21.1 million in 2007 due primarily to more restaurants being operated in
2008. Labor expenses as a percentage of restaurant sales increased to 29.8% in
2008 from 29.7% in 2007. The increase in labor expenses as a percentage of
restaurant sales was primarily due to the impact of higher hourly and management
costs partially offset by lower workers' compensation costs.
Operating expenses increased by $1.8 million, or 15.7%, to $13.3 million in 2008
from $11.5 million in 2007 due primarily to more restaurants being operated in
2008. Operating expenses as a percentage of restaurant sales decreased to 15.3%
in 2008 from 16.1% in 2007. The decrease in operating expenses as a percentage
of restaurant sales is primarily due to lower general liability insurance and
local store marketing costs.
14
Occupancy expenses increased by $979,000, or 20.8%, to $5.7 million in 2008 from
$4.7 million in 2007 due primarily to more restaurants being operated in 2008.
Occupancy expenses as a percentage of restaurant sales remained steady at 6.6%
for both 2008 and 2007.
Depreciation increased by $1.3 million, or 34.6%, to $5.2 million in 2008 from
$3.9 million in 2007. The increase was primarily due to the additional
depreciation on four new restaurants opened in 2008 and the 22 new restaurants
that opened in the last nine months of 2007.
General and administrative expenses increased by $724,000, or 8.4%, to $9.3
million in 2008 from $8.6 million in 2007 primarily due to additional headcount
and higher payroll and travel-related expenditures. General and administrative
expenses as a percentage of total revenue decreased to 9.6% in 2008 from 10.8%
in 2007. Exclusive of stock-based compensation, we reduced our general and
administrative expenses as a percentage of revenue to 8.6% from 9.2% with better
leverage of our wage-related expenses with the higher sales levels.
Preopening costs increased by $867,000, to $1.2 million in 2008 from $318,000 in
2007. In 2008, we incurred costs of $688,000 for four new company-owned
restaurants opened in the first quarter of 2008, and incurred $467,000 for
restaurants that will open in the second or third quarters of 2008. In 2007, we
incurred costs of $172,000 for the one new company-owned restaurant opened in
the first quarter of 2007, and incurred $146,000 for restaurants that opened in
the second quarter of 2007. In 2008, we expect average preopening costs per
restaurant to be $185,000, except for the recently acquired Don Pablo's sites
which will average $235,000 per restaurant.
Loss on asset disposals and impairment increased by $674,000 to $753,000 in 2008
from $79,000 in 2007. In 2008, we impaired the assets of one of our Texas
restaurants due to a relocation for $395,000. The remaining charge was related
to the HDTV upgrades and write-off of miscellaneous equipment. In 2007, the
charge was due to the write-off of miscellaneous equipment.
Interest income decreased by $268,000 to $432,000 in 2008 from $700,000 in 2007.
The decrease was primarily due to lower interest rates. Cash and marketable
securities balances at the end of the quarter totaled $73.1 million in 2008
compared to $71.9 million for the first quarter of 2007.
Provision for income taxes increased $606,000 to $3.4 million in 2008 from $2.8
million in 2007. The effective tax rate as a percentage of income before taxes
increased to 34.3% in 2008 from 33.6% in 2007. The 2008 income tax rate was
higher due to lower tax exempt interest income and higher state income taxes.
For 2008, we believe our effective tax rate will be about 34.0%.
Liquidity and Capital Resources
Our primary liquidity and capital requirements have been for new restaurant
construction, remodeling and maintaining our existing company-owned restaurants,
working capital, and other general business needs. We fund these expenses
primarily with cash from operations. The cash and marketable securities balance
at March 30, 2008 was $73.1 million. We invest our cash balances in debt
securities with the focus on protection of principal, adequate liquidity, and
maximization of after-tax returns. As of March 30, 2008, nearly all excess cash
was invested in high-quality municipal securities.
For the three months ended March 30, 2008, net cash provided by operating
activities was $16.0 million. Net cash provided by operating activities
consisted primarily of net earnings adjusted for non-cash expenses, a decrease
in refundable income taxes, and a decrease in accrued expenses. The change in
income taxes was due to the timing of income tax payments. The decrease in
accrued expenses was due to the payout of year-end incentive compensation.
For the three months ended April 1, 2007, net cash provided by operating
activities was $11.3 million. Net cash provided by operating activities
consisted primarily of net earnings adjusted for non-cash expenses and an
increase in income tax payable. The change in income taxes was due to the timing
of income tax payments.
For the three months ended March 30, 2008 and April 1, 2007, net cash used in
investing activities was $1.8 million and $8.8 million, respectively. Investing
activities included purchases of property and equipment related to the opening
of new company-owned restaurants and restaurants under construction in both
periods. During the first quarter of 2008 and 2007, we opened four restaurants
and one restaurant, respectively. In 2008, we expect capital expenditures for
approximately 25 new company-owned restaurants to cost approximately $1.4
million per location and expenditures to be approximately $18 million for the
maintenance and remodel of existing restaurants, and $26 million for the
purchase of our nine Las Vegas franchised locations. In 2008, we purchased $27.7
million of marketable securities and received proceeds of $36.3 million as these
investments matured or were sold. In 2007, we purchased $39.6 million of
marketable securities and received proceeds of $34.7 million as these
investments matured or were sold.
15
For the three months ended March 30, 2008 and April 1, 2007, net cash used in
financing activities was $610,000 and $157,000, respectively. Net cash used in
financing activities for 2008 resulted primarily from tax payments for
restricted stock of $989,000, offset by proceeds from the exercise of stock
options of $101,000 and the excess tax benefit from stock issuance of $278,000.
No additional funding from the issuance of common stock (other than from the
exercise of options and purchase of stock under the employee stock purchase
plan) is anticipated for the remainder of 2008. Net cash used in financing
activities for 2007 resulted primarily from tax payments for restricted stock of
$1.2 million, offset by proceeds from the exercise of stock options of $441,000
and excess tax benefits from stock issuance of $585,000.
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 leases provide for
contingent rental payments based on sales thresholds. Except for one restaurant
building, we do not currently own any of the properties on which our restaurants
operate and, therefore, do not have the ability to enter into sale-leaseback
transactions as a potential source of cash.
The following table presents a summary of our contractual operating lease
obligations and commitments as of March 30, 2008:
Payments Due By Period (in thousands)
-----------------------------------------
Less than After 5
Total One year 1-3 years 3-5 years years
----------- ---------- --------- ---------- ---------
Operating lease obligations $ 157,932 19,340 36,517 32,613 69,462
Lease commitments for restaurants
under development 38,709 2,172 6,201 6,251 24,085
----------- ---------- --------- ---------- ---------
Total $ 196,641 21,512 42,718 38,864 93,547
=========== ========== ========= ========== =========
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 for the foreseeable future. Our future cash
flows related to income tax uncertainties amount to $262,000. These amounts are
excluded from the contractual obligations table due to the high degree of
uncertainty regarding the timing of these liabilities.
Risk Factors/Forward-Looking Statements
The foregoing discussion and other statements in this report contain various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. 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
long-term goal of over 1,000 locations, expected annual unit growth of over 15%,
efforts to manage cost of sales particularly related to chicken wing costs, our
expectations as to chicken wing costs, plans for entry into new markets,
expansion and improving existing markets, estimated tax rates for 2008, expected
store openings for 2008 and related capital expenditures, our expectations
regarding preopening costs, and sources of funding and cash requirements.
Although 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 following risk factors (each of which is discussed in greater
detail in our Annual Report on Form 10-K for the fiscal year ended December 30,
2007):
o Fluctuations in chicken wing prices could reduce our operating income.
o If we are unable to successfully open new restaurants, our revenue
growth rate and profits may be reduced.
o We must identify and obtain a sufficient number of suitable new
restaurant sites for us to sustain our revenue growth rate.
o Our restaurants may not achieve market acceptance in the new
geographic regions we enter.
o New restaurants added to our existing markets may take sales from
existing restaurants.
o Implementing our expansion strategy may strain our resources.
16
o We are dependent on franchisees and their success.
o Franchisees may take actions that could harm our business.
o We could face liability from our franchisees.
o We may be unable to compete effectively in the restaurant industry.
o A reduction in vendor allowances currently received could affect our
costs of goods sold.
o Our quarterly operating results may fluctuate due to the timing of
special events and other factors, including the recognition of
impairment losses.
o We may not be able to attract and retain qualified personnel to
operate and manage our restaurants.
o We may not be able to obtain and maintain licenses and permits
necessary to operate our restaurants.
o Changes in employment laws or regulation could harm our performance.
o Changes in consumer preferences or discretionary consumer spending
could harm our performance.
o We are susceptible to adverse trends in Ohio.
o Changes in public health concerns may impact our performance.
o A decline in visitors to any of the business districts near the
locations of our restaurants could negatively affect our restaurant
sales.
o The acquisition of existing restaurants from our franchisees or other
acquisitions may have unanticipated consequences that could harm our
business and our financial condition.
o Improper food handling may affect our business adversely.
o Complaints or litigation may hurt us.
o Our current insurance may not provide adequate levels of coverage
against claims.
o Natural disasters and other events could harm our performance.
o We may not be able to protect our trademarks, service marks or trade
secrets.
Investors are cautioned that all forward-looking statements involve risk and
uncertainties.
17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk related to our cash and cash equivalents and
marketable securities. We invest our excess cash in highly liquid short-term
investments with maturities of less than one year. These investments are not
held for trading or other speculative purposes. Changes in interest rates affect
the investment income we earn on our cash and cash equivalents and marketable
securities and, therefore, impact our cash flows and results of operations. We
also hold investments in mutual funds for the future needs of a non-qualified
deferred compensation plan.
Financial Instruments
Financial instruments that potentially subject us to concentrations of credit
risk consist principally of municipal securities. 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, and
restaurant operating costs. Substantial increases in these costs could impact
operating results to the extent that such increases cannot be passed along
through higher menu prices. A large number of our restaurant personnel are paid
at rates based on the applicable federal and state minimum wages, and increases
in the minimum wage rates and tip-credit wage rates could directly affect our
labor costs. 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 risks. We negotiate directly with independent suppliers for
our supply of food and paper products. We use members of UniPro Food Services,
Inc., a national cooperative of independent food distributors, to distribute
these products from the suppliers to our restaurants. 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 fresh 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 popular 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. In March 2007, we entered into a one-year pricing agreement
with one of our chicken suppliers which limited the price volatility that we had
experienced in our quarterly cost of sales percentage. This agreement expired in
March 2008 and we are currently purchasing chicken wings at market prices. If
there is a significant rise in the price of fresh 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. Fresh chicken wings accounted for
approximately 22.5% and 25.3% of our cost of sales in the first quarter of 2008
and 2007, respectively, with a quarterly average price per pound of $1.33 and
$1.40, respectively.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our principal executive
officer and principal financial officer, of our disclosure controls and
procedures as defined in Rules 13(a)-15(e) under the Securities Exchange Act of
1934 ("the Exchange Act"). Based on this evaluation, the principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures are effective to ensure that information required to be disclosed
by us in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. There were no changes in our
internal controls over financial reporting during our most recently completed
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Occasionally, we are 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, 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, most of
which are typically covered by insurance, has had a material effect on us. We
have insured and continue to insure against most of these types of claims. A
judgment significantly in excess of our insurance coverage or involving punitive
damages, which may not be covered by insurance, could materially adversely
affect our financial condition or results of operations.
ITEM 6. EXHIBITS
See Exhibit Index following the signature page of this report.
19
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: May 6, 2008 BUFFALO WILD WINGS, INC.
By:/s/ Sally J. Smith
-----------------------------------------
Sally J. Smith, President and Chief
Executive Officer
(principal executive officer)
By:/s/ Mary J. Twinem
----------------------------------------
Mary J. Twinem, Executive Vice
President, Chief
Financial Officer and Treasurer
(principal financial and accounting officer)
20
EXHIBIT INDEX
BUFFALO WILD WINGS, INC.
FORM 10-Q FOR QUARTER ENDED MARCH 30, 2008
Exhibit
Number Description
------ -----------
Certification of Chief Executive Officer Pursuant to Section 302 of the
31.1 Sarbanes-Oxley Act
Certification of Chief Financial Officer Pursuant to Section 302 of the
31.2 Sarbanes-Oxley Act
Certification of Chief Executive Officer Pursuant to Section 906 of the
32.1 Sarbanes-Oxley Act
Certification of Chief Financial Officer Pursuant to Section 906 of the
32.2 Sarbanes-Oxley Act
*Management agreement or compensatory plan or arrangement.
21