BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
N
otes to Consolidated
Financial Statements
December 28, 2008 and December 30, 2007
(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 we, us, and our refer to the
business of Buffalo Wild Wings, Inc. and our subsidiaries. We were organized
for the purpose of operating Buffalo Wild Wings
®
restaurants, as
well as selling Buffalo Wild Wings restaurant franchises. In exchange for the
initial and continuing franchise fees received, we give franchisees the right
to use the name Buffalo Wild Wings. We operate as a single segment for
reporting purposes.
At
December 28, 2008, December 30, 2007, and December 31, 2006, we operated 197,
161, and 139, Company-owned restaurants, respectively, and had 363, 332, and
290 franchised restaurants, respectively.
(b)
Principles of Consolidation
The
consolidated financial statements include the accounts of Buffalo Wild Wings,
Inc. and its wholly owned subsidiaries (collectively, the Company). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
(c)
Fiscal Year
We
utilize a 52- or 53-week accounting period that ends on the last Sunday in
December. The fiscal years ended December 28, 2008 and December 30, 2007,
comprised 52 weeks. The fiscal year ended December 31, 2006 was a 53-week year
with the quarter ended December 31, 2006 comprising fourteen weeks. The 53rd
week of fiscal 2006 contributed $5,663 in restaurant sales and $768 in
royalties and fees.
(d)
Restaurant Sales Concentration
As
of December 28, 2008, we operated 25 Company-owned restaurants and had 61 franchised
restaurants in the state of Ohio. The Company-owned restaurants in Ohio
aggregated 13.8%, 16.3%, and 18.6%, respectively, of our restaurant sales in
fiscal 2008, 2007, and 2006. We are subject to adverse trends in that state.
(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 and held-to-maturity securities that are stated at
amortized cost, which approximates market.
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
available-for-sale securities were not material for fiscal 2008, 2007, and
2006. Unrealized losses are charged against net earnings when a decline in fair
value is determined to be other than temporary. The available-for-sale
investments carry short-term repricing features which generally result in these
investments having a value at or near par value (cost).
Trading
securities are stated at fair value, with gains or losses resulting from
changes in fair value recognized currently in earnings as investment income. In
2006, we 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 $1,505 and $1,579 as of December 28, 2008 and December 30,
2007, respectively, and are included in accrued compensation and benefits in
the accompanying consolidated balance sheets.
(g)
Accounts Receivable
Accounts
receivable franchisees represents royalty receivables from our franchisees.
Accounts receivable other consists primarily of contractually-determined
receivables for leasehold improvements, credit cards, vendor allowances, and
42
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
purchased
interest on investments. 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 in 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 fresh chicken wings. Fresh chicken
wings are purchased by us at market prices. In 2007 and early 2008, we
purchased chicken wings based on a contract which fixed 80-90% of our chicken
wing purchases at $1.23 per pound. For fiscal 2008, 2007, and 2006, fresh
chicken wings were 22%, 24%, and 24% of restaurant cost of sales, respectively.
(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. Buildings are depreciated
using the straight-line method over the estimated useful life, which ranges from
ten to twenty 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 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 generally determined
by estimated discounted future cash flows.
(j)
Goodwill and Other Assets
Goodwill
represents the excess of cost over the fair value of identified net assets of
businesses acquired. Goodwill and indefinite-life purchased liquor licenses are
subject to an annual impairment analysis. We identify potential impairments of
goodwill by comparing the fair value of a reporting unit, which we define as a
geographic market, estimated using an income approach, with its carrying
amount, including goodwill. 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, we calculate the possible impairment by comparing the implied
fair value of the asset with the carrying amount. If the implied value of the
asset is less than the carrying amount, a write-down is recorded. All goodwill
was considered recoverable as of December 28, 2008.
Other
assets consist primarily of reacquired franchise rights and liquor licenses.
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. Liquor licenses are either
amortized over their annual renewal period or, if purchased, are carried at the
lower of fair value or cost. We identify potential impairments for 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
carrying amount exceeds the fair value, we calculate the possible impairment by
comparing the implied fair value of the liquor licenses with the carrying
amount. If the implied value of the asset is less than the carrying amount, a
write-down is recorded. The carrying amount of the liquor licenses not subject
to amortization as of December 28, 2008 and December 30, 2007 was $482 and
$414, respectively, and is included in other assets in the accompanying
consolidated balance sheets.
43
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
(k)
Fair Values of Financial Instruments
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, (SFAS
No. 157). This statement does not require any new fair value measurements, but
rather, it provides 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 relate 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 our 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 instruments
anticipated life.
|
|
|
|
Level 3
Inputs reflected managements 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 our consolidated
balance sheet as of December 28, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments
(1)
|
|
$
|
1,567
|
|
$
|
17,336
|
|
$
|
|
|
$
|
18,903
|
|
|
|
|
|
(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 the Level 2 approach.
|
44
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
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 December 28, 2008, no assets or liabilities were
measured at fair value on a nonrecurring basis.
(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 liabilitys 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 28, 2008 and December 30, 2007, we had asset
retirement obligations of $211 and $175, respectively.
(m)
Revenue Recognition
Franchise
agreements have terms ranging from ten to twenty years. These agreements also
convey multiple extension terms of five or ten years, depending on contract
terms and certain conditions that must be met. We provide the use of the
Buffalo Wild Wings trademarks, system, training, preopening assistance, and
restaurant operating assistance in exchange for area development fees, franchise
fees, and royalties of 5% of a restaurants sales.
Franchise
fee revenue from individual franchise sales is recognized upon the opening of
the franchised restaurant when all material obligations and initial services to
be provided by us have been performed. Area development fees are dependent upon
the number of restaurants in the territory, as are our obligations under the
area development agreement. Consequently, as obligations are met, area
development fees are recognized proportionally with 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 restaurant 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.
(n)
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 their restaurants in compliance with their 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
franchisees employees and vendors. If a franchisee becomes financially
distressed, we do not provide any financial assistance. If financial distress
leads to a franchisees 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 receive a 5% royalty of gross sales as defined in the
franchise agreement, and in 2008 allowances directly from the franchisees
vendors were approximately 0.4% of the franchisees gross sales. We have
financial exposure for the collection of the royalty payments. Franchisees
generally remit franchise payments weekly for the prior weeks sales, 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.
(o)
Advertising Costs
Advertising
costs for Company-owned restaurants are expensed as incurred and aggregated
$13,503, $10,548, and $9,055, in fiscal years 2008, 2007, and 2006,
respectively. Our advertising costs exclude amounts collected from franchisees
as part of the system-wide marketing and advertising fund.
(p)
Preopening Costs
Costs
associated with the opening of new Company-owned restaurants are expensed as
incurred.
45
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
(q)
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
recorded 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 months purchases. During fiscal 2008,
2007, and 2006, vendor allowances were recorded as a reduction in inventoriable
costs, and cost of sales was reduced by $5,192, $4,636, and $4,246,
respectively.
(r)
National Advertising Fund
We
have a system-wide marketing and advertising fund. Company-owned and franchised
restaurants are required to remit a designated portion of restaurant sales, to
a separate advertising fund that is used for marketing and advertising efforts
throughout the system. That amount was 3% of restaurant sales in all years
presented. Certain payments received from various vendors are deposited into
the National Advertising Fund. These funds are used for development and implementation
of system-wide initiatives and programs. We account for cash and receivables of
these funds as restricted cash with an offsetting marketing fund payables
on our accompanying consolidated balance sheet.
(s)
Earnings Per Common Share
Basic
earnings per common share excludes dilution and is computed by dividing the net
earnings available to common stockholders 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
the diluted earnings per share are net of the required employee withholding
taxes.
(t)
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. 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.
(u)
Deferred Lease Credits
Deferred
lease credits consist of reimbursement of costs of leasehold improvements from
our lessors. These reimbursements are amortized on a straight-line basis over
the term of the applicable lease, without consideration of renewal options. In
addition, this account includes adjustments to recognize rent expense 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.
Leases
typically have an initial lease term of between 10 to 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 initial lease term.
(v)
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
46
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(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).
Effective
December 26, 2005, we adopted the fair value recognition provisions of SFAS
123R, using the modified-prospective transition method. Under this transition
method, 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 under SFAS 123R for non-compensatory treatment. Compensation expense
recognized includes the estimated expense for the portion of stock options
vesting in the period for options granted prior to, but not vested as of
December 26, 2005, based on the grant date fair value estimated prior to the
adoption of SFAS 123R. Restricted stock units vesting upon the achievement of
certain performance targets are expensed based on the fair value on the date of
grant.
Total
stock-based compensation expense recognized in the consolidated statement of
earnings for fiscal year 2008 was $4,900 before income taxes and consisted of
restricted stock, stock options, and employee stock purchase plan (ESPP)
expense of $4,510, $138 and $252, respectively. The related total tax benefit
was $615 during 2008. 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 2007 was $3,755 before income taxes and consisted of
restricted stock, stock options, and employee stock purchase plan (ESPP)
expense of $3,538, $37 and $180, respectively. The related total tax benefit
was $1,007 during 2007.
Total
stock-based compensation expense recognized in the consolidated statement of
earnings for fiscal year 2006 was $3,216 before income taxes and consisted of
restricted stock, stock options, and employee stock purchase plan (ESPP)
expense of $3,000, $82 and $134, respectively. The related total tax benefit
was $1,153 during 2006.
The
fair value of each option grant is estimated on the date of grant using the
Black-Scholes-Merton (BSM) option valuation model with the following
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Options
|
|
|
|
December 28,
2008
|
|
December 30,
2007*
|
|
December 31,
2006*
|
|
Expected
dividend yield
|
|
|
0.0%
|
|
|
N/A
|
|
|
N/A
|
|
Expected
stock price volatility
|
|
|
45.6%
|
|
|
N/A
|
|
|
N/A
|
|
Risk-free
interest rate
|
|
|
2.8%
|
|
|
N/A
|
|
|
N/A
|
|
Expected
life of options
|
|
|
5 years
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
December 31,
2006
|
|
Expected
dividend yield
|
|
|
0.0%
|
|
|
0.0%
|
|
|
0.0%
|
|
Expected
stock price volatility
|
|
|
46.7-55.7%
|
|
|
41.4 44.4%
|
|
|
39.2 41.4%
|
|
Risk-free
interest rate
|
|
|
0.81-1.86%
|
|
|
3.6 4.9%
|
|
|
4.3 5.2%
|
|
Expected
life of options
|
|
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
* No stock
options were granted in 2007 or 2006.
47
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
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
December 2007, the FASB issued SFAS No. 141R, Business Combinations (SFAS
141R). SFAS 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 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 141R is effective for
business combinations occurring in fiscal years beginning after December 15,
2008. Early adoption of SFAS 141R is not permitted. We will be required to
apply the guidance in SFAS 141R to any future business combinations.
In
March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No. 133
(SFAS 161), which requires enhanced disclosures about an entitys derivative
and hedging activities. SFAS 161 is effective for fiscal years beginning after
December 15, 2008, and interim period within those fiscal years. We believe the
adoption of SFAS 161 will not have a significant impact on our financial
statements.
(y)
Revised Shares Outstanding
We
have revised, for all periods presented, the amount of common stock
outstanding. Unvested restricted stock units were previously included on both
the Consolidated Balance Sheets and the Consolidated Statements of
Stockholders Equity. These amounts have been revised and are properly excluded
from the amounts shown. This revision did not affect earnings per share or the
weighted average shares outstanding.
The
previously reported and revised amounts for common stock outstanding are as
follows:
|
|
|
|
|
|
|
|
As of
|
|
Previously Reported
|
|
As Revised
|
|
December 25,
2005
|
|
|
17,232,444
|
|
|
16,979,900
|
|
December 31,
2006
|
|
|
17,591,180
|
|
|
17,268,016
|
|
December 30,
2007
|
|
|
17,933,497
|
|
|
17,657,020
|
|
(2) Marketable Securities
Marketable
securities were comprised as follows:
|
|
|
|
|
|
|
|
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
|
Held-to-maturity
|
|
|
|
|
|
|
|
|
Municipal securities
|
|
$
|
17,254
|
|
$
|
23,718
|
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
Municipal securities
|
|
|
17,336
|
|
|
41,206
|
|
|
Trading
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
1,567
|
|
|
1,589
|
|
|
Total
|
|
$
|
36,157
|
|
$
|
66,513
|
|
Purchases
of available for-sale securities totaled $91,044 and sales totaled $113,684 in
2008. Purchases of held-to-maturity securities totaled $25,215 and proceeds
from maturities totaled $32,908 in 2008. All held-to-maturity debt securities
mature within one year and had an aggregate fair value of $17,278 at December
28, 2008.
48
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
Purchases
of available for-sale securities totaled $132,346 and sales totaled $109,181 in
2007. Purchases of held-to-maturity securities totaled $25,824 and proceeds
from maturities totaled $35,661 in 2007. All held-to-maturity debt securities
mature within one year and had an aggregate fair value of $23,753 at December
30, 2007.
Purchases
of available for-sale securities totaled $71,585 and sales totaled $87,205 in
2006. Purchases of held-to-maturity securities totaled $36,743 and proceeds
from maturities totaled $18,054 in 2006. All held-to-maturity debt securities
mature within one year and had an aggregate fair value of $33,512 at December
31, 2006.
Trading
securities represent investments held for future needs of a non-qualified
deferred compensation plan.
The
fair value of available-for-sale investments in debt securities by contractual
maturities at December 28, 2008, was as follows:
|
|
|
|
|
Maturity date
|
|
Fair Value
|
|
1-5 years
|
|
$
|
600
|
|
5-10 years
|
|
|
3,069
|
|
After 10
years
|
|
|
13,667
|
|
Total
|
|
$
|
17,336
|
|
(3) Property and Equipment
Property
and equipment consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
Construction
in process
|
|
$
|
10,703
|
|
$
|
1,851
|
|
Buildings
|
|
|
6,639
|
|
|
1,601
|
|
Furniture,
fixtures, and equipment
|
|
|
95,460
|
|
|
69,962
|
|
Leasehold
improvements
|
|
|
122,796
|
|
|
96,315
|
|
|
|
|
235,598
|
|
|
169,729
|
|
Less
accumulated depreciation
|
|
|
(81,166
|
)
|
|
(66,987
|
)
|
|
|
$
|
154,432
|
|
$
|
102,742
|
|
(4) Goodwill and Other Intangible Assets
Goodwill
is summarized below:
|
|
|
|
|
|
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
Beginning of
year
|
|
$
|
369
|
|
$
|
369
|
|
Goodwill
acquired
|
|
|
10,603
|
|
|
|
|
End of year
|
|
$
|
10,972
|
|
$
|
369
|
|
Goodwill
acquired during 2008 related to the acquisition of our nine franchised
restaurants in Nevada. Goodwill is not subject to amortization but is fully
deductible for tax purposes.
49
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
Reacquired
franchise rights were acquired during 2008 in connection with the acquisition
of nine franchised restaurants in Nevada and are included in other assets in
the accompanying consolidated balance sheets. As of December 28, 2008,
reacquired franchise rights were as follows:
|
|
|
|
|
|
|
December 28,
2008
|
|
Reacquired
franchise rights
|
|
$
|
7,040
|
|
Accumulated
amortization
|
|
|
(207
|
)
|
|
|
$
|
6,833
|
|
Amortization
expense related to reacquired franchise rights for 2008 was $207. The weighted
average amortization period is 19 years. Estimated future amortization expense
as of December 28, 2008 is as follows:
|
|
|
|
|
Fiscal year
ending:
|
|
|
|
|
2009
|
|
$
|
612
|
|
2010
|
|
|
614
|
|
2011
|
|
|
605
|
|
2012
|
|
|
579
|
|
2013
|
|
|
535
|
|
Thereafter
|
|
|
3,888
|
|
Total future amortization expense
|
|
$
|
6,833
|
|
(5) Lease Commitments
We
lease all of our restaurants and corporate offices under operating leases that
have various expiration dates. In addition to base rents, leases typically
require us to pay our share of maintenance and real estate taxes and certain
leases include provisions for contingent rentals based upon sales.
Future
minimum rental payments due under noncancelable operating leases for existing
restaurants and commitments for restaurants under development as of December
28, 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
Operating
leases
|
|
Restaurants
under
development
|
|
Fiscal year
ending:
|
|
|
|
|
|
|
|
2009
|
|
$
|
24,276
|
|
$
|
1,985
|
|
2010
|
|
|
23,497
|
|
|
2,917
|
|
2011
|
|
|
22,574
|
|
|
3,029
|
|
2012
|
|
|
21,675
|
|
|
3,031
|
|
2013
|
|
|
20,194
|
|
|
3,031
|
|
Thereafter
|
|
|
91,396
|
|
|
30,419
|
|
Total future minimum lease payments
|
|
$
|
203,612
|
|
$
|
44,412
|
|
50
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
In
2008, 2007, and 2006, 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 28,
2008
|
|
December 30,
2007
|
|
December 31,
2006
|
|
Minimum
rents
|
|
$
|
21,714
|
|
$
|
16,729
|
|
$
|
14,600
|
|
Percentage
rents
|
|
|
308
|
|
|
250
|
|
|
238
|
|
Total
|
|
$
|
22,022
|
|
$
|
16,979
|
|
$
|
14,838
|
|
Equipment
and auto leases
|
|
$
|
356
|
|
$
|
359
|
|
$
|
273
|
|
(6) Derivative Instruments
We
use commodities derivatives to manage our exposure to commodity price
fluctuations. During fiscal 2008, we entered into options and future contracts
to reduce our risk of natural gas price fluctuations. These derivatives do not
qualify for hedge accounting and changes in fair value are included in current
net income. These changes are classified as a component of restaurant operating
expenses. Net losses of $592 and $25 were recognized in fiscal 2008 and 2007,
respectively. As of December 28, 2008, the maximum length of time over which we
are hedging our exposure to the variability in future cash flows related to the
purchase of natural gas is ten months.
(7) Income Taxes
We
file a consolidated return in the United States Federal jurisdiction and in
many state jurisdictions. The Internal Revenue Service completed their
examination of our 2005 U.S. Federal Income Tax Return in 2008. No proposed
changes were made. With few exceptions, we are no longer subject to state
income tax examinations for years before 2004. We do not anticipate that total
unrecognized tax benefits will significantly change due to the settlement of
audits and the expiration of statutes of limitations prior to December 27,
2009. The provision for income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
December 31,
2006
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
4,082
|
|
$
|
8,320
|
|
$
|
8,801
|
|
State
|
|
|
1,525
|
|
|
1,438
|
|
|
992
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
6,125
|
|
|
(869
|
)
|
|
(1,705
|
)
|
State
|
|
|
197
|
|
|
(25
|
)
|
|
(523
|
)
|
Total income
tax expense
|
|
$
|
11,929
|
|
$
|
8,864
|
|
$
|
7,565
|
|
51
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
A
reconciliation of the expected federal income taxes (benefits) at the statutory
rate of 35% to the actual provision for income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
December 31,
2006
|
|
Expected
federal income tax expense
|
|
$
|
12,728
|
|
$
|
9,981
|
|
|
8,343
|
|
State income
tax expense, net of federal effect
|
|
|
1,119
|
|
|
919
|
|
|
305
|
|
Nondeductible
expenses
|
|
|
116
|
|
|
144
|
|
|
115
|
|
Tax exempt
income
|
|
|
(430
|
)
|
|
(824
|
)
|
|
(602
|
)
|
General
business credits
|
|
|
(1,752
|
)
|
|
(1,121
|
)
|
|
(772
|
)
|
Other, net
|
|
|
148
|
|
|
(235
|
)
|
|
176
|
|
Total income tax expense
|
|
$
|
11,929
|
|
$
|
8,864
|
|
|
7,565
|
|
Deferred
tax assets and liabilities are classified as current and noncurrent on the
basis of the classification of the related asset or liability for financial
reporting. Deferred income taxes are provided for temporary differences between
the basis of assets and liabilities for financial reporting purposes and income
tax purposes. Temporary differences comprising the net deferred tax assets and
liabilities on the balance sheets are as follows:
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
Deferred tax
assets:
|
|
|
|
|
|
|
|
Unearned franchise fees
|
|
$
|
974
|
|
$
|
880
|
|
Accrued vacation
|
|
|
314
|
|
|
264
|
|
Accrued compensation
|
|
|
715
|
|
|
600
|
|
Deferred lease credits
|
|
|
1,716
|
|
|
1,262
|
|
Restricted stock units
|
|
|
404
|
|
|
|
|
Other
|
|
|
472
|
|
|
484
|
|
|
|
$
|
4,595
|
|
$
|
3,490
|
|
|
|
|
|
|
|
|
|
Deferred tax
liability:
|
|
|
|
|
|
|
|
Depreciation
|
|
$
|
11,780
|
|
$
|
4,353
|
|
Total
|
|
$
|
11,780
|
|
$
|
4,353
|
|
We
adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48), on January 1, 2007 and upon
adoption did not need to recognize an adjustment in the previously recorded
liability for unrecognized income tax benefits. A reconciliation of the
beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
|
|
Balance at
December 30, 2007
|
|
$
|
241
|
|
Additions
based on tax positions related to the current year
|
|
|
133
|
|
Additions
for tax positions of prior years
|
|
|
68
|
|
Balance at December
28, 2008
|
|
$
|
442
|
|
We
recognize potential accrued interest and penalties related to unrecognized tax
benefits in income tax expense. During 2008, interest and penalties of $26 were
included in income tax expense. Interest and penalties related to unrecognized
tax benefits totaled $88 at December 30, 2007 and $114 at December 28, 2008.
Included in the balance at December 30, 2007 and December 28, 2008, are
unrecognized tax benefits of $157 and $287, 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.
52
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
(8) Stockholders Equity
(a) Stock Options
We have 3.9
million shares of common stock reserved for issuance under the Equity Incentive
Plan (the 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 are all fully vested and have a contractual life of ten
years. Incentive stock options may be granted under this plan until May 15,
2018. We issue new shares of common stock upon exercise of stock options. In
2008, our shareholders approved amendments to the plan which extended the plan
to 2018. Option activity is summarized for the year ended December 28, 2008 as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares
|
|
Weighted
average
exercise price
|
|
Average
remaining
contractual
life (years)
|
|
Aggregate
Intrinsic Value
|
|
Outstanding,
December 30, 2007
|
|
|
176,603
|
|
$
|
5.61
|
|
|
3.9
|
|
$
|
3,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
58,272
|
|
|
24.96
|
|
|
|
|
|
|
|
Exercised
|
|
|
(77,735
|
)
|
|
4.15
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(10,592
|
)
|
|
10.68
|
|
|
|
|
|
|
|
Outstanding,
December 28, 2008
|
|
|
146,548
|
|
$
|
13.71
|
|
|
4.5
|
|
$
|
1,627
|
|
Exercisable,
December 28, 2008
|
|
|
89,605
|
|
|
6.60
|
|
|
3.5
|
|
|
1,623
|
|
The
aggregate intrinsic value in the table above is before applicable income taxes,
based on our closing stock price of $24.72 as of the last business day of the
year ended December 28, 2008, which would have been received by the optionees
had all options been exercised on that date. As of December 28, 2008, total
unrecognized stock-based compensation expense related to nonvested stock
options was approximately $443, which is expected to be recognized over a
weighted average period of approximately 1.5 years. During 2008, 2007, and
2006, the total intrinsic value of stock options exercised was $1,567, $5,978,
and $2,707, respectively. During 2008, 2007, and 2006, the total fair value of
options vested was $33, $201, and $587, respectively. During 2008, the weighted
average grant date fair value of options granted was $10.77. No options were
granted during 2007 or 2006.
The
following table summarizes our stock options outstanding at December 28, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding
|
|
Options exercisable
|
|
Range
|
|
Shares
|
|
Average
remaining
contractual
life (years)
|
|
Weighted
average
exercise
price
|
|
Shares
|
|
Weighted
average
exercise
price
|
|
$
|
1.95
|
|
5.63
|
|
|
56,165
|
|
|
2.8
|
|
$
|
4.48
|
|
|
56,165
|
|
$
|
4.48
|
|
|
6.38
|
|
14.13
|
|
|
32,165
|
|
|
4.7
|
|
|
9.88
|
|
|
32,165
|
|
|
9.88
|
|
|
|
|
17.41
|
|
|
1,750
|
|
|
6.0
|
|
|
17.41
|
|
|
1,275
|
|
|
17.41
|
|
|
|
|
24.96
|
|
|
56,468
|
|
|
6.0
|
|
|
24.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146,548
|
|
|
4.5
|
|
|
13.71
|
|
|
89,605
|
|
|
6.60
|
|
The
plan has 1,338,869 shares available for grant as of December 28, 2008.
53
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
(b)
Restricted Stock Units
We
adopted a stock performance plan in June 2004, under which restricted stock
units are granted annually at the discretion of the Board of Directors. For
restricted stock units granted prior to 2008, units vest annually upon
achieving performance targets. The performance targets for these restricted
stock units are annual income targets set by our Board of Directors at the
beginning of the year. We record compensation expense for these restricted
stock units if vesting is expected, based on the achievement of the performance
targets. These 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 have vested.
In
2008, we granted restricted stock units subject to cumulative one-year,
two-year, and three-year net earnings targets. The number of units that vest
each year is based on performance against those cumulative targets. These
restricted stock units are subject to forfeiture if they have not vested at the
end of the three-year period. Stock-based compensation is recognized for the
expected number of units vesting at the end of each annual period. Restricted
stock units expected to vest at the end of the first year are fully expensed in
the first year. Restricted stock units expected to vest at the end of the
second year are expensed during the first and second years. Restricted stock
units expected to vest at the end of the third year are expensed over all three
years. Therefore, the largest portion of stock-based compensation relating to
each grant is recognized in the first year of the 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 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 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
Number
of shares
|
|
Weighted
average
grant date
fair value
|
|
|
|
|
|
|
|
Outstanding,
December 30, 2007
|
|
|
140,692
|
|
$
|
20.92
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
329,688
|
|
|
20.42
|
|
Vested
|
|
|
(163,109
|
)
|
|
21.08
|
|
Cancelled
|
|
|
(22,426
|
)
|
|
21.70
|
|
|
|
|
|
|
|
|
|
Outstanding,
December 28, 2008
|
|
|
284,845
|
|
$
|
20.19
|
|
As
of December 28, 2008, the total stock-based compensation expense related to
nonvested awards not yet recognized was $2,901, which is expected to be
recognized over a weighted average period of 1.2 years. During fiscal year
2007, the total fair value of shares vested was $3,139. The weighted average
grant date fair value of restricted stock units granted during 2007 and 2006
was $24.88 and $16.99, respectively. During 2008, we recognized $4,510 of
stock-based expense related to restricted stock units.
(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 2008, 2007, and 2006, we issued 43,948, 30,791, and 36,804 shares,
respectively, of common stock under the ESPP and have 389,075 shares available
for future sale.
54
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
(9) Earnings Per Common Share
The
following is a reconciliation of basic and fully diluted earnings per common
share for fiscal 2008, 2007, and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended December 28, 2008
|
|
|
|
|
|
|
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
24,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share
|
|
|
24,435
|
|
|
17,813,200
|
|
$
|
1.37
|
|
Effect of dilutive
securities stock options
|
|
|
|
|
|
95,351
|
|
|
|
|
Effect of
dilutive securities restricted stock units
|
|
|
|
|
|
86,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common shareassuming
dilution
|
|
$
|
24,435
|
|
|
17,995,526
|
|
$
|
1.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended December 30, 2007
|
|
|
|
|
|
|
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
19,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share
|
|
|
19,654
|
|
|
17,553,998
|
|
$
|
1.12
|
|
Effect of
dilutive securities stock options
|
|
|
|
|
|
189,238
|
|
|
|
|
Effect of
dilutive securities restricted stock units
|
|
|
|
|
|
89,587
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common shareassuming
dilution
|
|
$
|
19,654
|
|
|
17,832,825
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended December 31, 2006
|
|
|
|
|
|
|
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
16,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share
|
|
|
16,273
|
|
|
17,156,656
|
|
$
|
0.95
|
|
Effect of
dilutive securities stock options
|
|
|
|
|
|
369,748
|
|
|
|
|
Effect of
dilutive securities restricted stock units
|
|
|
|
|
|
102,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common shareassuming
dilution
|
|
$
|
16,273
|
|
|
17,628,674
|
|
$
|
0.92
|
|
|
|
|
|
|
|
|
|
|
|
|
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 antidilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
December 31,
2006
|
|
|
|
|
|
|
|
|
|
Stock
options
|
|
|
50,614
|
|
|
|
|
|
2,972
|
|
Restricted
stock units
|
|
|
284,845
|
|
|
140,692
|
|
|
168,212
|
|
55
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
(10) Supplemental Disclosures of Cash Flow
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
|
|
|
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
December 31,
2006
|
|
|
|
|
|
|
|
|
|
Cash paid
during the period for:
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
4,681
|
|
$
|
10,783
|
|
$
|
8,803
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash
financing and investing transactions:
|
|
|
|
|
|
|
|
|
|
|
Property and equipment not yet paid for
|
|
|
5,190
|
|
|
1,135
|
|
|
1,130
|
|
Tax withholding for restricted stock units
|
|
|
1,360
|
|
|
1,100
|
|
|
2,267
|
|
Adjustment of restricted stock units to
fair value on grant date
|
|
|
|
|
|
|
|
|
2,568
|
|
(11) Loss on Asset Disposals and Impairment
In
2008, 2007 and 2006, we closed restaurants. As a result, a charge was taken for
remaining lease obligations, broker fees, and utilities. These charges were
recognized as a part of the loss on asset disposals and impairment and were
based on remaining lease obligations.
The rollforward of the store closing
reserve for the years ended December 28, 2008, December 30, 2007, and December
31, 2006, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 30,
2007
|
|
2008
expense
|
|
Costs
incurred
|
|
As of
December 28,
2008
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
lease obligation and utilities
|
|
$
|
|
|
$
|
85
|
|
$
|
(85
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
85
|
|
$
|
(85
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 31,
2006
|
|
2007
expense
|
|
Costs
incurred
|
|
As of
December 30,
2007
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
lease obligation and utilities
|
|
$
|
54
|
|
$
|
85
|
|
$
|
(139
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
54
|
|
$
|
85
|
|
$
|
(139
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 25,
2005
|
|
2006
expense
|
|
Costs
incurred
|
|
As of
December 31,
2006
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
lease obligation and utilities
|
|
$
|
|
|
$
|
54
|
|
$
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
54
|
|
$
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
2008, we recorded an impairment charge for the assets of two underperforming
restaurants. An impairment charge of $154 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. We
also recorded an impairment charge of $395 for the assets of one restaurant
being relocated. No impairment charges were incurred during 2007.
During
2006, we recorded an impairment charge for the assets of one underperforming
restaurant. An impairment charge of $481 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.
56
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
A
summary of the loss on asset disposals and impairment charges recognized by us
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
|
|
|
December 28,
2008
|
|
December 30,
2007
|
|
December 31,
2006
|
|
Store
closing charges
|
|
$
|
85
|
|
$
|
85
|
|
$
|
54
|
|
Long-lived
asset impairment
|
|
|
549
|
|
|
|
|
|
481
|
|
Other asset
write-offs
|
|
|
1,449
|
|
|
902
|
|
|
473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,083
|
|
$
|
987
|
|
$
|
1,008
|
|
(12) 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
employees. Matching contributions of approximately $702, $840, and $394 were
made by us during 2008, 2007, and 2006, 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% to 12.5% which is credited on a monthly basis
to their deferred compensation account. Cash contributions of $335, $261, and
$245 were made by us during 2008, 2007, and 2006, 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.
(13) Related Party Transactions
It
is our policy that all related party transactions must be disclosed and
approved by the disinterested directors, and the terms and considerations for
such related party transactions are compared and evaluated to terms available
or the amounts that would have to be paid or received, as applicable, in
arms-length transactions with independent third-parties.
A
member of our board of directors, Warren Mack, is an officer at our primary law
firm.
(14) Designation of Shares and Stock Split
On
May 15, 2008, the Board of Directors authorized an increase to 45,000,000
authorized shares which consists of 44,000,000 shares of Common Stock and
1,000,000 shares of Undesignated Stock.
On
June 15, 2007, we effected a two-for-one stock split of our common stock for
holders of record on June 1, 2007.
All applicable share and per-share data in the accompanying consolidated financial
statements and related disclosures have been retroactively adjusted to give
effect to this stock split.
On
May 17, 2007, the Board of Directors authorized 4,600,000 shares of the
5,600,000 undesignated shares be designated as additional common stock.
(15) Contingencies
We
are involved in various legal matters 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 and results of operations.
57
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2008 and December 30, 2007
(Dollar amounts in thousands, except per-share amounts)
(16) Acquisition of Franchised Restaurants in
Nevada
On
September 23, 2008, we acquired the assets of nine Buffalo Wild Wings
franchised restaurants located in Las Vegas, Nevada. The total purchase price
of $23,071, which includes direct acquisition costs of $426, was paid in cash
and was funded by cash and the sale of marketable securities. The acquisition
was accounted for as a business combination. The assets acquired were recorded
based on their fair values at the time of the acquisition as detailed below:
|
|
|
|
|
Inventory,
prepaids, and other assets
|
|
$
|
436
|
|
Equipment,
leasehold improvements, and a building
|
|
|
4,517
|
|
Deferred
lease credits
|
|
|
475
|
|
Reacquired
franchise rights
|
|
|
7,040
|
|
Goodwill
|
|
|
10,603
|
|
|
|
$
|
23,071
|
|
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 statement of earnings as of the date of
acquisition.
(17) Acquisition of Don Pablos Locations
During
February 2008, we acquired certain leases and assets of eight Don Pablos
locations from Avado Brands, Inc. for approximately $1,200, which was paid in
cash. Due to this acquisition, we recorded an impairment charge for the assets
of one restaurant being relocated. The impairment charge of $395 was recorded
in the first quarter of 2008 to the extent that the carrying amount was not
considered recoverable based on estimated future discounted cash flows. Three
restaurants were relocated due to this acquisition, resulting in a charge of
$85 for remaining lease obligations and utilities.
58
|
|
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
We
have established and maintain disclosure controls and procedures that are
designed to ensure that material information relating to us and our
subsidiaries required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized, and reported within the time periods specified in the SECs rules
and forms, and that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can only provide reasonable assurance of achieving the desired
control objectives, and in reaching a reasonable level of assurance, management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
We
carried out an evaluation, under the supervision and with the participation of
our management, including our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on that evaluation, the chief executive officer and chief financial
officer concluded that our disclosure controls and procedures were effective as
of the date of such evaluation to provide reasonable assurance that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified by the Securities and Exchange Commissions rules
and forms.
Managements Report on Internal Control over
Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
a process designed by, or under the supervision of, our chief executive and
chief financial officers and effected by our board of directors, management and
other personnel to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles and
includes those policies and procedures that:
|
|
|
|
|
pertain to
the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets;
|
|
|
|
|
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with the authorizations of our management and directors;
and
|
|
|
|
|
|
provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material
effect on our financial statements.
|
Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with
policies or procedures may deteriorate. However, these inherent limitations are
known features of the financial reporting process. It is possible to design
into the process safeguards to reduce, thought not eliminate, the risk that
misstatements are not prevented or detected on a timely basis. Management is
responsible for establishing and maintaining adequate internal control over
financial reporting for the company.
Management
assessed the effectiveness of our internal control over financial reporting as of
December 28, 2008. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
in
Internal Control-Integrated Framework
.
Based on this assessment, our management concluded that, as of December 28,
2008, our internal control over financial reporting was effective to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation and presentation of financial statements for external purposes in accordance
with generally accepted accounting principles. Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting. That report appears below.
59
Change in Internal Control Over Financial
Reporting
There
were no changes in the our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
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 (the Company) internal
control over financial reporting as of December 28, 2008, based on the criteria
established in
Internal Control Integrated Framework
issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Companys 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
Managements Annual Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Companys 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
companys 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 companys 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 companys assets that could have a
material effect on the consolidated 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.
In
our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 28, 2008, based on the
criteria established in
Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
We
also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board
(United States), the consolidated balance sheets of Buffalo Wild Wings, Inc.
and subsidiaries as of December 28, 2008 and December 30, 2007, and the
related consolidated statements of earnings, stockholders equity, and cash
flows for each of the years in the three-year period ended December 28,
2008, and our report dated February 27, 2009 expressed an unqualified opinion
on those consolidated financial statements.
Minneapolis,
Minnesota
February 27, 2009
60
ITEM 9B. OTHER INFORMATION
Not
applicable.
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 2009 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 Investors section. We will satisfy any
disclosure requirements under Item 10 or Form 8-K 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, a member of the
Audit Committee and an independent director, is an audit committee financial
expert, as defined under 407(d) (5) of Regulation S-K. Mr. Maggard is an
independent director as that term is defined in Nasdaq Rule 4200(a)(15). The
designation of Mr. Maggard as the audit committee financial expert does not
impose on Mr. Maggard any duties, obligations or liability that are greater
than the duties, obligations and liability imposed on Mr. Maggard as a member
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 section entitled
Executive Compensation appearing in our Proxy Statement to be delivered to
shareholders in connection with the 2009 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 Principal Shareholders and
Management Shareholdings and Equity Compensation Plan Information appearing
in our Proxy Statement to be delivered to shareholders in connection with the
2009 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 Transactions appearing in our Proxy
Statement to be delivered to shareholders in connection with the 2009 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 2009 Annual
Meeting of Shareholders. Such information is incorporated herein by reference.
61
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 27, 2009
|
|
|
|
Consolidated
Balance Sheets as of December 28, 2008 and December 30, 2007
|
|
|
|
Consolidated
Statements of Earnings for the Fiscal Years Ended December 28, 2008,
December 30, 2007, and December 31, 2006
|
|
|
|
Consolidated
Statements of Stockholders Equity for the Fiscal Years Ended December 28,
2008, December 30, 2007, and December 31, 2006
|
|
|
|
Consolidated
Statements of Cash Flows for the Fiscal Years Ended December 28, 2008,
December 30, 2007, and December 31, 2006
|
|
|
|
Notes
to Consolidated Financial Statements
|
|
|
|
(b)
Financial Statement Schedules
. The
following schedule is included following the exhibits to this Form 10-K.
|
|
|
|
Schedule
II Valuation and Qualifying Accounts
|
All
other 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.
62
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 27, 2009
|
BUFFALO WILD WINGS, INC.
|
|
|
|
|
By
|
/s/ S
ALLY
J. S
MITH
|
|
|
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 undersigneds true and lawful attorneys-in fact and
agents, each acting alone, with full power of substitution and resubstitution,
for the undersigned and in the undersigneds 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/ S
ALLY
J. S
MITH
|
Chief Executive Officer, President
and Director (principal executive officer)
|
|
2/27/09
|
Sally
J. Smith
|
|
|
|
|
|
|
|
|
|
/s/ M
ARY
J. T
WINEM
|
Executive Vice President, Chief Financial
Officer and Treasurer (principal financial
and accounting officer)
|
|
2/27/09
|
Mary
J. Twinem
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ D
ALE
M. A
PPLEQUIST
|
Director
|
|
2/27/09
|
Dale
M. Applequist
|
|
|
|
|
|
|
|
|
|
/s/ J
AMES
M. D
AMIAN
|
Director,
Chairman of the Board
|
|
2/27/09
|
James
M. Damian
|
|
|
|
|
|
|
|
|
|
/s/ M
ICHAEL
P. J
OHNSON
|
Director
|
|
2/27/09
|
Michael
P. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ R
OBERT
W. M
ACDONALD
|
Director
|
|
2/27/09
|
Robert
W. MacDonald
|
|
|
|
|
|
|
|
|
|
/s/ W
ARREN
E. M
ACK
|
Director
|
|
2/27/09
|
Warren
E. Mack
|
|
|
|
|
|
|
|
|
|
/s/ J. O
LIVER
M
AGGARD
|
Director
|
|
2/27/09
|
J.
Oliver Maggard
|
|
|
|
|
63
Buffalo Wild Wings, Inc.
SCHEDULE II VALUATION AND QUALIFYING
ACCOUNTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
|
Balance
at
Beginning
of Period
|
|
Additions
Charged
to Costs
and
Expenses
|
|
Deductions
From
Reserves
|
|
Balance
at End of
Period
|
|
Allowance
for doubtful accounts
|
|
|
2008
|
|
$
|
25
|
|
|
544
|
|
|
544
|
|
|
25
|
|
|
|
|
2007
|
|
|
47
|
|
|
|
|
|
22
|
|
|
25
|
|
|
|
|
2006
|
|
|
25
|
|
|
51
|
|
|
29
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Store
closing reserves
|
|
|
2008
|
|
|
|
|
|
85
|
|
|
85
|
|
|
|
|
|
|
|
2007
|
|
|
54
|
|
|
85
|
|
|
139
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
54
|
|
|
|
|
|
54
|
|
64
BUFFALO WILD WINGS, INC.
EXHIBIT INDEX TO FORM 10-K
|
|
For the
Fiscal Year Ended:
|
Commission
File No.
|
December 28,
2008
|
000-24743
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
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
|
|
Restated
Bylaws, as Amended (incorporated by reference to Exhibit 3.1 to our current
report on Form 8-K filed February 28, 2007)
|
|
|
|
4.1
|
|
Form of
specimen certificate representing Buffalo Wild Wings, Inc.s common stock (1)
|
|
|
|
10.1
|
|
Forms of
stock option agreements under 2003 Equity Incentive Plan (1)(2)
|
|
|
|
10.2
|
|
Employee
Stock Purchase Plan and Amendment No. 1 (1) (2)
|
|
|
|
10.3
|
|
Form of 2005
Restricted Stock Unit Award Notice to Directors used under the 2003 Equity
Incentive Plan(incorporated by reference to Exhibit 10.16 to our Form 10-K
for the fiscal year ended December 25, 2005) (2)
|
|
|
|
10.4
|
|
The
Executive Nonqualified Excess Plan (incorporated by reference to Exhibit 10.1
to our Form 10-Q for the fiscal quarter ended September 24, 2006) (2)
|
|
|
|
10.5
|
|
The
Executive Nonqualified Excess Plan Adoption Agreement (incorporated by
reference to Exhibit 10.2 to our Form 10-Q for the fiscal quarter ended
September 24, 2006) (2)
|
|
|
|
10.6
|
|
2003 Equity
Incentive Plan, as Amended Through March 17, 2007 (incorporated by reference
to Appendix A to our Proxy Statement filed on April 20, 2007) (2)
|
|
|
|
10.7
|
|
Form of
Restricted Stock Unit Award Notice to Employees under the 2003 Equity Incentive
Plan as of January 1, 2007 (incorporated by reference to Exhibit 10.12 to our
Form 10-K for the fiscal year ended December 30, 2007) (2)
|
|
|
|
10.8
|
|
2007
Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to our Form
8-K filed December 13, 2006) (2)
|
|
|
|
10.9
|
|
2008
Executive Cash Incentive Program (incorporated by reference to Exhibit 10.1
to our Current Report on Form 8-K filed December 12, 2007) (2)
|
|
|
|
10.10
|
|
Cash
Incentive Plan (incorporated by reference to Appendix B to our Proxy Statement
filed on April 20, 2007) (2)
|
|
|
|
10.11
|
|
Director
Compensation Arrangements as of December 31, 2007 (incorporated by reference
to Exhibit 10.19 to our Form 10-K for the fiscal year ended December 30,
2007) (2)
|
|
|
|
10.12
|
|
Executive
Officer Compensation Arrangements for Fiscal Year 2008 (incorporated by
reference to Exhibit10.20 to our Form 10-K for the fiscal year ended December
30, 2007) (2)
|
|
|
|
10.13
|
|
Employment
Agreement, dated as of September 27, 2007 with Mounir N. Sawda (incorporated
by reference to Exhibit 10.21 to our Form 10-K for the fiscal year ended
December 30, 2007) (2)
|
|
|
|
10.14
|
|
Form of
Notice of Performance-Based Restricted Stock Unit Award under the 2003 Equity
Incentive Plan(incorporated by reference to Exhibit 10.1 to our Form 8-K
filed on February 22, 2008) (2)
|
|
|
|
10.15
|
|
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) (2)
|
|
|
|
10.16
|
|
2003 Equity
Incentive Plan, as Amended and Restated on May 15, 2008 (incorporated by
reference to Exhibit10.1 to our Form 8-K filed May 21, 2008)(2)
|
|
|
|
10.17
|
|
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)(2)
|
65
|
|
|
|
|
|
10.18
|
|
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)(2)
|
|
|
|
10.19
|
|
Employment
Agreement dated September 16, 2008 with Sally J. Smith (incorporated by
reference to Exhibit10.1 to our Form 8-K filed September 22, 2008)(2)
|
|
|
|
10.20
|
|
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)(2)
|
|
|
|
10.21
|
|
Employment
Agreement dated September 16, 2008 with James M. Schmidt (incorporated by
reference to Exhibit 10.3 to our Form 8-K filed September 22, 2008)(2)
|
|
|
|
10.22
|
|
Employment
Agreement dated September 16, 2008 with Judith A. Shoulak (incorporated by
reference to Exhibit 10.4 to our Form 8-K filed September 22, 2008)(2)
|
|
|
|
10.23
|
|
Employment
Agreement dated September 16, 2008 with Kathleen M. Benning (incorporated by
reference to Exhibit 10.5 to our Form 8-K filed September 22, 2008)(2)
|
|
|
|
10.24
|
|
Employment
Agreement dated September 16, 2008 with Linda G. Traylor (incorporated by
reference to Exhibit 10.7 to our Form 10-Q for the fiscal quarter ended
September 28, 2008)(2)
|
|
|
|
10.25
|
|
Employment
Agreement dated September 16, 2008 with Mounir N. Sawda (incorporated by
reference to Exhibit 10.7 to our Form 10-Q for the fiscal quarter ended
September 28, 2008)(2)
|
|
|
|
10.26
|
|
Form of
Amendment to Notice of Restricted Stock Unit Award Relating to Awards in
Fiscal Years 2006 and2007 to Executive Officers (incorporated by reference to
Exhibit 10.6 to our Form 8-K filed September 22, 2008)(2)
|
|
|
|
10.27
|
|
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)(2)
|
|
|
|
10.28*
|
|
Director
Compensation Arrangements for Fiscal Year 2009(2)
|
|
|
|
10.29*
|
|
Executive
Officer Compensation Arrangements for Fiscal Year 2009(2)
|
|
|
|
10.30*
|
|
2009
Executive Cash Incentive Program(2)
|
|
|
|
21.1
|
|
List of
Subsidiaries (incorporated by reference to Exhibit 21.1 to our Form 10-K for
the fiscal year ended December 26, 2004)
|
|
|
|
23.1*
|
|
Consent of
KPMG LLP, Independent Registered Public Accounting Firm
|
|
|
|
24.1*
|
|
Power 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
|
|
|
|
*
|
Filed
herewith.
|
|
|
(1)
|
Incorporated
by reference to the corresponding exhibit numbers to our Registration
Statement on Form S-1, Reg. No. 333-108695
|
|
|
(2)
|
Management
agreement or compensatory plan or arrangement.
|
66
Buffalo Wild Wings, Inc. (delisted) (NASDAQ:BWLD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Buffalo Wild Wings, Inc. (delisted) (NASDAQ:BWLD)
Historical Stock Chart
From Jul 2023 to Jul 2024