8-K
Shake Shack Inc. (SHAK)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 16, 2020
Date
of Report (Date of earliest event reported)
SHAKE
SHACK INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36823 | 47-1941186 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 225 Varick Street, Suite 301<br><br> <br>NewYork, New York | 10014 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(646)
747-7200
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of Each class | Trading symbol(s) | Name of Exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 | SHAK | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item8.01 Other Events.
On March 16, 2020, Shake Shack Inc. (the “Company”) issued a press release announcing that it is temporarily shifting to a “to-go” only operating model in all of its U.S. company-owned restaurants, and withdrawing its financial guidance for 2020. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Also, in light of the rapidly evolving coronavirus (COVID-19) outbreak, the Company is also filing this Current Report on Form 8-K for the purpose of supplementing the risk factors disclosed in Item 1A of its Annual Report on Form 10-K for the fiscal year ended December 25, 2019. Accordingly, the Company’s risk factor disclosure is hereby updated as follows:
Pandemicsor disease outbreaks, such as the novel coronavirus (COVID-19 virus), may disrupt our business, which could materially affectour operations and results of operations.
Pandemics or disease outbreaks such as the novel coronavirus (COVID-19 virus) have and may continue to impact customer traffic at our restaurants, may make it more difficult to staff our restaurants and, in more severe cases, may cause a temporary inability to obtain supplies, increase commodity costs or cause closures of our affected restaurants, sometimes for prolonged periods of time. We have temporarily shifted to a “to-go” only operating model in our domestic company-operated Shacks, suspending sit-down dining. We have also implemented closures, modified hours or reductions in on-site staff, resulting in cancelled shifts for some of our employees. COVID-19 may also materially adversely affect our ability to implement our growth plans, including delays in construction of new restaurants or adversely impact our overall ability to successfully execute our plans to enter into new markets. These changes and any additional changes may materially adversely affect our business or results of operations, and may impact our liquidity or financial condition, particularly if these changes are in place for a significant amount of time.
In addition, our operations could be disrupted if any of our employees or employees of our business partners were suspected of having COVID-19 or other illnesses since this could require us or our business partners to quarantine some or all such employees or close and disinfect our restaurant facilities. If a significant percentage of our workforce or the workforce of our business partners are unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition or results of operations.
Furthermore, such viruses may be transmitted through human contact, and the risk of contracting viruses could cause employees or guests to avoid gathering in public places, which has had, and could further have, adverse effects on our restaurant guest traffic or the ability to adequately staff restaurants, in addition to the measures we have already taken with respect to moving to “to-go” only operations. We could also be adversely affected if government authorities impose restrictions on public gatherings, human interactions, operations of restaurants or mandatory closures, seek voluntary closures, restrict hours of operations or impose curfews, restrict the import or export of products or if suppliers issue mass recalls of products. Currently, several states and municipalities in the U.S. and abroad have temporarily suspended the operation of restaurants in light of COVID-19, including in New York City, and we expect that more will do so. Additional regulation or requirements with respect to the compensation of our employees could also have an adverse effect on our business. Even if such measures are not implemented and a virus or other disease does not spread significantly, the perceived risk of infection or health risk may adversely affect our business, liquidity, financial condition and results of operations.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit<br><br> <br>Number | Exhibit Description |
| --- | --- |
| 99.1 | Shake Shack<br> Inc. press release dated March 16, 2020 |
| 104 | Cover<br> Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Shake Shack Inc. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Tara<br> Comonte | |
| Tara Comonte | ||
| Date: March 17, 2020 | President and Chief Financial<br> Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
SHAKE SHACK WILL TEMPORARILY SHIFT TOA “TO-GO” MODEL
IN ALL COMPANY-OWNED U.S. RESTAURANTS
COMPANY WITHDRAWING FINANCIAL GUIDANCE FOR 2020
NEW YORK, March 16, 2020 -- Shake Shack (NYSE: SHAK), announced that starting today, it will temporarily shift to a “to-go” only operating model in all of its U.S. company-owned restaurants, as the COVID-19 situation continues to rapidly evolve. Guests will be able to place to-go orders in the restaurant, pre-order on shakeshack.com, the Shack App for pickup, or order for delivery through Grubhub and Seamless in all cities, as well as other providers such as Postmates, DoorDash, Caviar and UberEats in certain locales. Out of concern for the well-being of its guests, team members and community, dining rooms will be closed.
Shake Shack restaurants across the country may also be impacted by closures or reduced hours over the coming weeks.
“As we navigate this evolving situation, we’ll continue to act in the interest of the safety of our team and our guests,” said Randy Garutti, Shake ShackCEO. “We’re committed to doing our part as a company to play a proactive role in protecting our communities. I am endlessly inspired by and proud of our teams as they act quickly in these uncertain times, and grateful to our guests for their continued trust and support. When the time comes to re-open our dining rooms as the community gathering place we were born to be, our teams will be ready. Until, then we are thankful for the privilege to serve our guests safely.”
2020 Outlook
Due to the current unprecedented market conditions domestically and internationally, the Company is withdrawing financial guidance for the fiscal year ending December 30, 2020. Shake Shack will provide an update on the business on its First Quarter earnings call.
About Shake Shack
Shake Shack is a modern day “roadside” burger stand known for its 100% all-natural Angus beef burgers, chicken sandwiches and flat-top Vienna beef dogs (no hormones or antibiotics - ever), spun-fresh frozen custard, crinkle cut fries, craft beer and wine and more. With its fresh, simple, high-quality food at a great value, Shake Shack is a fun and lively community gathering place with widespread appeal. Shake Shack’s mission is to Stand for Something Good®, from its premium ingredients and caring hiring practices to its inspiring designs and deep community investment. Since the original Shack opened in 2004 in NYC’s Madison Square Park, the company has expanded to more than 280 locations in 30 U.S. States and the District of Columbia, including more than 95 international locations in London, Hong Kong, Shanghai, Singapore, Philippines, Mexico, Istanbul, Dubai, Tokyo, Seoul and more.
Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"), which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the guidance set forth below. All statements other than statements of historical fact included in this press release are forward-looking statements, including, but not limited to, expected financial outlook for fiscal 2020, expected Shack openings, expected same-Shack sales growth and trends in the Company’s operations. Forward-looking statements discuss the Company's current expectations and projections relating to its financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in the Company’s Form 10-K for the fiscal year ended December 25, 2019 filed with the Securities and Exchange Commission ("SEC"). All of the Company's SEC filings are available online at www.sec.gov, www.shakeshake.com or upon request from Shake Shack Inc. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Contacts
Media:
Shake Shack
Kristyn Clark
kclark@shakeshack.com
or
Investors:
ICR
Melissa Calandruccio CFA
Michelle Michalski
investor@shakeshack.com