Shake Shack Inc 8-K, filed Apr 17, 2020
Shake Shack Inc. (SHAK)
About this 8-K
Shake Shack Inc filed this 8-K on April 17, 2020.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On April 17, 2020, Shake Shack Inc. (the “Company”) issued a press release (the “Business Update Press Release”), the full text of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
On April 17, 2020, the Company issued the Business Update Press Release referred to in Item 2.02 above, the following sections of which are incorporated by reference into this Item 8.01: “Preliminary Unaudited Results for the First Quarter Ended March 25, 2020”, “Current Trends and Business Update”, “Financial Liquidity Update”, “Preliminary Financial Information”, “Forward-Looking Statements”, and “Non-GAAP Financial Measures”.
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 and the Current Report on Form 8-K dated March 16, 2020. Accordingly, the Company’s risk factor disclosure is hereby supplemented as follows:
Our ability to use our net operating loss carryforwards may be subject to limitation.
As of December 25, 2019, our federal and state net operating loss (“NOL”) carryforwards, for income tax purposes were approximately $105 million and $67 million, respectively. If not utilized, approximately $53 million of our federal NOLs can be carried forward indefinitely, and the remainder will begin to expire in 2035. If not utilized, approximately $6 million of our state NOL carryforwards can be carried forward indefinitely, and the remainder will begin to expire in 2023. Federal NOLs incurred in taxable years beginning after December 31, 2017 can be carried forward indefinitely, but the deductibility of federal NOLs in taxable years beginning after December 31, 2020, is subject to certain limitations.
In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” its ability to use its pre-change NOLs to offset its post-change income may be limited. A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. We have not conducted a Section 382 study to determine whether the use of our NOLs is limited. We may have experienced ownership changes in the past, and we may experience ownership changes in the future, including as a result of this offering or subsequent changes in our stock ownership, some of which are outside our control. This could limit the amount of NOLs that we can utilize annually to offset future taxable income or tax liabilities. Subsequent statutory or regulatory changes in respect of the utilization of NOLs for federal or state purposes, such as suspensions on the use of NOLs or limitations on the deductibility of NOLs carried forward, or other unforeseen reasons, may result in our existing NOLs expiring or otherwise being unavailable to offset future income tax liabilities.
If we are unable to maintain compliance with the covenants contained in our current credit facility, we may be unable to make additional borrowings on any undrawn amounts and may be required to repay our then outstanding debt under the facility. In addition, global economic conditions may make it more difficult to access new credit facilities.
Our liquidity position is, in part, dependent upon our ability to borrow under our current credit facility. As previously disclosed, on August 2, 2019, we entered into a credit facility with Wells Fargo Bank, National Association (“Wells Fargo”), providing for a $50.0 million senior secured revolving credit facility with the ability to increase available borrowings under the credit facility by up to an additional $100.0 million through incremental term and/or revolving credit commitments, subject to the satisfaction of certain conditions set forth in the facility. In March 2020, we drew down the full $50.0 million available to us under the credit facility to increase liquidity and enhance financial flexibility given the uncertain market conditions as a result of the COVID-19 outbreak. We are required to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, in addition to other customary affirmative and negative covenants, including those which (subject to certain exceptions and dollar thresholds) limit our ability to incur debt; incur liens; make investments; engage in mergers, consolidations, liquidations or acquisitions; dispose of assets; make distributions on or repurchase equity securities; engage in transactions with affiliates; and prohibits us, with certain exceptions, from engaging in any line of business not related to our current line of business. As of December 25, 2019, we were in compliance with all covenants. However, as a result of the COVID-19 outbreak, our total revenues have decreased significantly and we have implemented certain operational changes in order to address the evolving challenges presented by the global pandemic on our domestic and licensed operations. While we expect to be in compliance with the financial covenants for the first quarter, due to the impacts of COVID-19, our financial performance in the first quarter was, and in future fiscal quarters will be, negatively impacted. As a result, it is likely that we will be unable to continue to comply with certain covenants contained in the credit facility, potentially as early as the second quarter compliance date. We are in discussions with Wells Fargo regarding potential modifications to our covenants, and/or temporary waivers, but there is no guarantee that we will be able to reach any such agreement. A failure to comply with the financial covenants under our credit facility would give rise to an event of default under the term of the credit facility, allowing the lenders to refuse to lend additional available amounts to us and giving them the right to terminate the facility and accelerate repayment of any outstanding debt under the credit facility. As a result, we may need to access other capital to address our liquidity needs rather than relying on our credit facility. As of April 16, 2020, we had approximately $112.0 million in cash and marketable securities on hand, excluding foreign currency and certain reconciling items such as deposits in transit. Our cash resources and liquidity would be substantially impaired by an acceleration of the debt under our credit facility.
On April 17, 2020, the Company also issued a press release announcing the establishment of an “at-the-market” equity offering program, the full text of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit Number |
Exhibit Description | |
| 99.1 | Shake Shack Inc. press release dated April 17, 2020 (Business Update) | |
| 99.2 | Shake Shack Inc. press release dated April 17, 2020 (ATM Program) | |
| 104 | Cover 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 Comonte | |
| Tara Comonte | ||
| Date: April 17, 2020 | President and Chief Financial Officer | |
Exhibit 99.1
SHAKE SHACK PROVIDES FIRST QUARTER 2020 PRELIMINARY RESULTS
PROVIDES BUSINESS AND FINANCIAL LIQUIDITY UPDATE
NEW YORK, April 17, 2020 -- Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK), announced preliminary results for the fiscal first quarter of 2020 and provided an update today on the impact of the COVID-19 pandemic on its business, together with additional measures the Company has taken to enhance its financial liquidity.
“Given the ongoing impact of COVID-19 on our business, our Shack teams have demonstrated their entrepreneurial spirit and continued to adapt our operating models and business strategy. As a result, we’ve seen strong sequential sales increases on a weekly basis since the last week in March. We’ve taken this time to double down on our digital toolbox, and have increased engagement and messaging in our own channels over recent weeks, while also successfully expanding new and existing integrated delivery partnerships with DoorDash, UberEats, Caviar and Postmates. We’re encouraged that these and other crucial business pivots have driven an improvement in recent sales trends, and continued to leverage the strength of our brand. I am beyond proud of how hard our team members are working to support each other, and our communities, during a time when the need for hospitality and comfort is more important than ever. Shacks around the country continue to provide thousands of meals to hospital workers, first responders, firefighters, humane societies and food banks. Our priorities remain the health and safety of our team members and guests, preserving financial flexibility and serving our communities safely” said Randy Garutti, Shake Shack CEO.
Preliminary Unaudited Results for the First Quarter Ended March 25, 2020:
| · | Total revenue was $143 million, consisting of $138 million of Shack sales and $5 million of licensing revenue. |
| · | Same-Shack sales decreased 12.8% in the quarter versus the same period last year. January and February performance was in line with management expectations, however March saw an immediate and acute impact from COVID-19, leading to a decrease of 28.5% compared to March 2019. |
| · | Operating loss was approximately $0.8 million, or 0.5% of total revenue, which included $1.1 million of impairment of property and equipment. |
| · | Shack-level operating profit[1] was approximately $26 million or 19.1% of Shack sales. |
| · | Cash and marketable securities at the end of the quarter totaled $104 million. |
| · | The Company opened four new domestic company-operated Shacks and eight net new licensed Shacks during the quarter. |
Current Trends and Business Update:
| · | Sales across domestic company-operated Shacks (excluding those that are closed), have seen consistent week over week increases over the last two weeks. While there are no assurances that these trends will continue, we believe the following strategies have contributed to the recent improvement: |
| ○ | the operational pivot to new modified drive-through, curbside and digital ordering/take-out models |
| ○ | increased marketing on the Company's own social, mobile application and web channels |
1 Shack-level operating profit is a non-GAAP measure. A reconciliation of Shack-level operating profit to operating loss, the most directly comparable financial measure presented in accordance with GAAP is set forth in the schedule accompanying this release. See “Non-GAAP Financial Measures”
| ○ | the addition of new and expansion of existing integrated delivery partners as well as promotional activity on certain delivery marketplaces |
| · | The Company’s own channels continue to represent the largest proportion of Shack sales, with digital channels (mobile application and web) having experienced significant growth over recent weeks. |
| · | The Company is continually reviewing the performance of all domestic company-operated Shacks to ensure the sales justify keeping those Shacks open. As of today, the Company has temporarily closed 17 Shacks. About half of those closures have been as a result of mandated closures by local government, or due to closed developments. The remaining closed Shacks operate in heavy tourist or travel restricted zones. |
| · | As of today, given reduced operations and temporary Shack closures, the Company has made the difficult decision to furlough or lay off more than 1,000 employees across Shack operations and the Home Office. In addition, the Home Office and executive teams have taken reduced pay for an indefinite period. During this time, Shake Shack has committed to providing full pay for Shack General Managers, regardless of whether their Shack remains open, in addition to paying out PTO, and covering 100% of medical benefits through July 1 for all furloughed Shack managers and Home Office employees. |
| · | The Company’s licensed business remains materially impacted as COVID-19 continues to cause unprecedented disruption around the globe. At this time, 57 of the Company’s 120 licensed Shacks remain open. All Shacks within the UK, Turkey, Japan and domestic stadium venues are closed. US airport locations have also either fully closed or significantly slowed as air travel has diminished to a near standstill. Despite the challenges, some positive signs are emerging. Dining rooms are open in Korea, Hong Kong and mainland China. Singapore is open for delivery and takeout, and after several weeks of closure, the Philippines and certain Shacks in the Middle East have re-opened for delivery and take out. Average weekly sales in mainland China and Hong Kong have continued to increase steadily in recent weeks. |
| · | Throughout these challenging times, the Company continues to identify new and innovative distribution channels in order to get its product to market. This is highlighted in a new relationship with Goldbelly, a curated online marketing place for regional and artisanal foods. The Company is also selling a similar cook-at-home pack available for pick-up in the San Francisco Bay Area Shacks, also available on all digital channels. Since inception, Shake Shack and Goldbelly have shipped and sold over 8,000 at-home kits across the country, and the partnership has created a significant amount of positive press and marketing coverage. |
| · | The Company’s supply chain has not been materially affected at this time. |
| · | On March 16, the Company withdrew financial guidance for the fiscal year ending December 30, 2020. Further detail around business performance will be shared on the Company’s First Quarter earnings call on May 4, 2020. |
Financial Liquidity Update:
| · | The Company has $112 million in cash and marketable securities2 on hand as of April 16. |
| · | On April 10, the Company received a $10 million loan under the Paycheck Protection Program (PPP) through J.P. Morgan. |
| · | Based on current sales levels and with cost reductions taken across the organization, the Company’s current cash burn rate is estimated to be between $1.3 million and $1.5 million per week. This includes approximately $0.8 million of cash rent payments, which are currently planned for discussion, or already under discussion with the Company’s landlords for potential deferral or abatement. In addition, the Company has the ability to further reduce operating and other expenses should these sales levels continue for a more prolonged period of time. |
| · | The estimated cash burn rate also excludes new Shack capital expenditures, which have been temporarily suspended. The Company expects future cash outflows of approximately $12 million related to construction expenses for work previously incurred on already completed but unopened Shacks, or Shacks that were close to being completed at the time of the outbreak. |
2 Excluding deposits in transit, foreign currency and other reconciling items.
| · | The Company has 33 additional signed leases and intends to complete and open these Shacks as soon as the business environment improves to more normalized levels. The Company has an identified pipeline of leases in negotiation for continued growth in 2021 and beyond, and believes additional and improved development opportunities may be available over time due to the impact of COVID-19 on the overall retail and real estate environment. |
| · | As previously announced, the Company drew down on its $50 million revolving credit facility (”RCF”) with Wells Fargo Bank, National Association on March 24. The Company expects to be in compliance with the financial covenants under the RCF for the first quarter of 2020. With respect to future quarters, the Company has been in discussions with its RCF lender regarding potential modifications to the RCF that would create additional financial flexibility throughout the COVID-19 impacted period and further enhance the Company’s ability to resume execution of its long-term strategic growth plan. |
Shake Shack will host its First Quarter Earnings Call on May 4, 2020.
Shake Shack Inc. will release First Quarter 2020 financial results on May 4, 2020, after the market closes. In conjunction with the earnings release, Shake Shack will host a conference call at 5:00 p.m. ET. The conference call can be accessed live over the phone by dialing (877) 407-0792, or for international callers by dialing (201) 689-8263. A replay of the call will be available until May 11, 2020 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13700133.
The live audio webcast of the conference call will be accessible in the Events & Presentations section on the Company's Investor Relations website at investor.shakeshack.com. An archived replay of the webcast will also be available shortly after the live event has concluded.
Definitions
The following definitions apply to these terms as used in this release:
"Shack sales" is defined as the aggregate sales of food, beverages and Shake Shack branded merchandise at domestic company-operated Shacks and excludes sales from licensed Shacks.
"Same-Shack sales" represents Shack sales for the comparable Shack base, which is defined as the number of domestic company-operated Shacks open for 24 full fiscal months or longer.
"Shack-level operating profit," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including food and paper costs, labor and related expenses, other operating expenses and occupancy and related expenses.
"Shack-level operating profit margin," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including food and paper costs, labor and related expenses, other operating expenses and occupancy and related expenses as a percentage of Shack sales.
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 across London, Hong Kong, Shanghai, Singapore, Philippines, Mexico, Istanbul, Dubai, Tokyo, Seoul and more.
Preliminary Financial Information
The preliminary information and estimates in respect of the Company’s first quarter of 2020 performance and financial position set forth herein constitute forward-looking statements, upon which you should not place undue reliance because they may prove to be materially inaccurate. The preliminary information and estimates have not been compiled or examined by the Company’s independent auditors and they are subject to revision as the Company prepares its quarterly financial statements, and as the Company’s auditors conduct their review thereof. While the Company believes that such preliminary information and estimates are based on reasonable assumptions, actual results may vary, and such variations may be material. Factors that could cause our preliminary information and estimates to differ from the information and estimates presented above include, but are not limited to: (i) additional adjustments in the calculation of, or application of accounting principles for, the financial results for the first quarter of 2020, and (ii) discovery of new information that impacts these results.
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, preliminary results of operations for the first quarter of 2020 and financial position as of the end of such quarter, expected operating performance for fiscal 2020 including cash burn rate, expected Shack buildouts and openings, expected same-Shack sales growth and trends in the Company’s operations, including statements relating to the effects of COVID-19 and the Company’s mitigation efforts. 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 and Current Report on Form 8-K dated March 16, 2020 filed with the SEC. All of the Company's SEC filings are available online at www.sec.gov, www.shakeshack.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
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
To supplement the consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company uses the following non-GAAP financial measures: Shack-level operating profit, Shack-level operating profit margin, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share (collectively the "non-GAAP financial measures").
Shack-Level Operating Profit
Shack-level operating profit is defined as Shack sales less Shack-level operating expenses including food and paper costs, labor and related expenses, other operating expenses and occupancy and related expenses.
How This Measure Is Useful
When used in conjunction with GAAP financial measures, Shack-level operating profit and Shack-level operating profit margin are supplemental measures of operating performance that the Company believes are useful measures to evaluate the performance and profitability of its Shacks. Additionally, Shack-level operating profit and Shack-level operating profit margin are key metrics used internally by management to develop internal budgets and forecasts, as well as assess the performance of its Shacks relative to budget and against prior periods. It is also used to evaluate employee compensation as it serves as a metric in certain performance-based employee bonus arrangements. The Company believes presentation of Shack-level operating profit and Shack-level operating profit margin provides investors with a supplemental view of its operating performance that can provide meaningful insights to the underlying operating performance of the Shacks, as these measures depict the operating results that are directly impacted by the Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of the Shacks. It may also assist investors to evaluate the Company's performance relative to peers of various sizes and maturities and provides greater transparency with respect to how management evaluates the business, as well as the financial and operational decision-making.
Limitations of the Usefulness of this Measure
Shack-level operating profit and Shack-level operating profit margin are not necessarily equivalent to similarly titled measures used by other companies due to different methods of calculation. Presentation of Shack-level operating profit and Shack-level operating profit margin is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Shack-level operating profit excludes certain costs, such as general and administrative expenses and pre-opening costs, which are considered normal, recurring cash operating expenses and are essential to support the operation and development of the Company's Shacks. Therefore, this measure may not provide a complete understanding of the Company's operating results as a whole and Shack-level operating profit and Shack-level operating profit margin should be reviewed in conjunction with GAAP financial results. A reconciliation of Shack-level operating profit to operating income, the most directly comparable GAAP financial measure, is set forth below.
| Thirteen Weeks Ended | ||||
| (dollar amounts in thousands) | March 25 2020 | |||
| Operating income (loss) | $ | (787 | ) | |
| Less: | ||||
| Licensing revenue | 5,122 | |||
| Add: | ||||
| General and administrative expenses | 16,191 | |||
| Depreciation expense | 11,768 | |||
| Pre-opening costs | 2,243 | |||
| Impairments and loss on disposal of property and equipment | 2,088 | |||
| Shack-level operating profit | $ | 26,381 | ||
| Total revenue | $ | 143,170 | ||
| Less: licensing revenue | 5,122 | |||
| Shack sales | $ | 138,048 | ||
| Shack-level operating profit margin | 19.1 | % | ||
Exhibit 99.2
SHAKE SHACK ANNOUNCES “AT-THE-MARKET” EQUITY PROGRAM
NEW YORK, April 17, 2020 -- Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK), today announced that it has filed a prospectus supplement with the Securities and Exchange Commission (“SEC”), under which it may offer and sell shares of its Class A common stock (the “Shares”) having an aggregate offering price of up to $75,000,000 from time to time through an “at-the-market” equity offering program (the “ATM Program”). The Company currently intends to use the net proceeds from sales of Shares under the ATM Program primarily to strengthen its balance sheet, which would include use for general corporate purposes, and to further enhance the Company’s ability to resume execution of its long-term strategic growth plan. The timing of any sales will depend on a variety of factors to be determined by the Company.
The Shares will be offered through J.P. Morgan as the lead sales agent. BofA Securities and Wells Fargo Securities will also be acting as sales agents. Sales of Shares may be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made directly on The New York Stock Exchange, Inc., on any other existing trading market for the Shares, to or through a market maker or in negotiated transactions. Sales may be made at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and, as a result, sales prices may vary.
The prospectus supplement filed today adds to, updates or otherwise changes information contained in the accompanying prospectus contained in a shelf registration statement on Form S-3 (File No. 333-225528) for the offering of Shares. Prospective investors should read the prospectus, the prospectus supplement and other documents the Company has filed with the SEC (some of which are incorporated by reference into the prospectus and prospectus supplement) for more complete information about the Company, the ATM Program and the risks the Company currently is facing due to the spread of COVID-19. You may obtain copies of the prospectus supplement and accompanying prospectus relating to the offering without charge by visiting the SEC’s website at www.sec.gov.
This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any Shares of the Company, which is made only by means of a prospectus supplement and related prospectus. There will be no sale of Shares in any jurisdiction in which the offer, solicitation of an offer to buy or sale would be unlawful.
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 across 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, the ATM Program, the expected proceeds and uses thereof, including ability to mitigate effects of the COVID-19 outbreak on its business. 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 and Current Reports on Form 8-K dated March 16, 2020 and April 17, 2020, as filed with the Securities and Exchange Commission ("SEC"). All of the Company's SEC filings are available online at www.sec.gov, www.shakeshack.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