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
February 17, 2022
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 or other jurisdiction of<br>incorporation or organization) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | 225 Varick Street | ||||
| --- | --- | --- | --- | ||||
| Suite 301 | |||||||
| New York, | New York | 10014 | |||||
| (Address of principal executive offices) | (Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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 each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 | SHAK | New 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. ☐
Securities registered pursuant to Section 12(b) of the Act
Item 2.02 Results of Operations and Financial Condition.
On February 17, 2022, Shake Shack Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended December 29, 2021.
The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On February 17, 2022, the Company provided supplemental financial information to be used in its earnings presentation for the fiscal fourth quarter and fiscal year ended December 29, 2021 on its website at investor.shakeshack.com. The supplemental financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>Number | Exhibit Description |
|---|---|
| 99.1 | Shake Shack Inc. press release dated February 17, 2022 announcing its financial results for the fiscal fourth quarter and fiscal year ended December 29, 2021. (furnished only) |
| 99.2 | Supplemental Financial Information dated February 17, 2022 provided by Shake Shack Inc. (furnished only) |
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/ Katherine I. Fogertey | |
| Katherine I. Fogertey | ||
| Date: February 17, 2022 | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit<br>Number | Exhibit Description |
|---|---|
| 99.1 | Shake Shack Inc. press release dated February 17, 2022 announcing its financial results for the fiscal fourth quarter and fiscal year ended December 29, 2021. (furnished only) |
| 99.2 | Supplemental Financial Information dated February 17, 2022 provided by Shake Shack Inc. (furnished only) |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Document
Exhibit 99.1
Shake Shack Announces Fourth Quarter and Fiscal Year 2021 Financial Results
Total Revenue in 4Q21 and FY21 of $203.3m and $739.9m respectively.
Record System-wide Sales in 4Q21 and FY21 of $314.3m and $1.1b respectively, representing year-on-year growth of 42.5% and 47.6%, respectively excluding the impact of the 53rd accounting week in 2020.
-Same-Shack sales rose in 4Q21 20.8% vs 2020 and 2.2% vs 2019.
13 New Domestic Company-Operated Shack Openings in 4Q21, highlighted by our first drive-thru locations in Minnesota and Missouri.
36 New Domestic Company-Operated Shacks and 26 New Licensed Shacks in 2021.
NEW YORK, NY (Business Wire) — February 17, 2022 — Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK), today reported financial results for the fourth quarter and the fiscal year ended December 29, 2021.
Randy Garutti, Chief Executive Officer of Shake Shack, stated, “As we look back on 2021, we remain incredibly grateful and proud of how our Shack family has continued to overcome the many challenges we've faced. We are pleased to report a strong sales comeback in the fourth quarter with record full year system-wide sales results and same-Shack sales up 2.2% versus 2019. However, our sales were impacted by the sharp increase in Omicron cases in fiscal January, causing a decline in traffic, lost hours and Shack closures. While a return to pre-COVID movement patterns remains uncertain, we are pleased to see improvement through fiscal February, with same-Shack sales up approximately 13% month to date."
Garutti continued, "We remain confident in our strategic investments around Elevating our People, Digital Transformation, Format Evolution with drive-thru, and our commitment to delivering a great guest experience with an eye towards accelerated growth. We believe that Shake Shack is positioned to manage through ongoing headwinds. With our largest development schedule ever and a healthy balance sheet to support continued investments, we believe we will exit 2022 stronger than where we started and are incredibly excited for this next chapter in the Shake Shack story."
Financial Highlights for the Fourth Quarter 2021:
▪Total revenue in the fourth quarter 2021 increased 29.0% to $203.3 million versus the same period last year, showing continued year-on year growth from an increase of 48.7% in the third quarter 2021. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental revenue of $11.1 million. Excluding the 53rd week, Total revenue in the fourth quarter 2021 increased 38.8%.
▪Shack sales in the fourth quarter 2021 increased 28.5% to $195.9 million versus the same period last year, compared to an increase of 48.1% in the third quarter 2021. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental Shack sales of $10.7 million. Excluding the 53rd week, Shack sales in the fourth quarter 2021 increased 38.1%.
▪Same-Shack sales(1) were up 20.8% in the fourth quarter 2021 versus the same period last year, compared to up 24.8% in the third quarter 2021. Additionally, Same-Shack sales were up 2.2% in the fourth quarter 2021 versus the same period in 2019, an improvement from down 7.3% in the third quarter 2021.
▪Licensing revenue in the fourth quarter 2021 increased 46.8% to $7.4 million versus the same period last year, showing continued year-on year growth from an increase of 68.3% in the third quarter 2021. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental licensing revenue of $0.4 million. Excluding the 53rd week, Licensing revenue in the fourth quarter 2021 increased 61.0%.
▪Shack system-wide sales in the fourth quarter 2021 increased 31.9% to $314.3 million versus the same period last year, showing continued year-on-year growth from up 53.1% in the third quarter 2021. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental Shack system-wide sales of $17.7 million. Excluding the 53rd week, Shack system-wide sales in the fourth quarter 2021 increased 42.5%.
▪Operating loss in the fourth quarter 2021 was $6.5 million, an improvement compared to operating loss of $12.2 million in the same period last year, but showing a decline when compared to an operating loss of $2.6 million in the third quarter 2021, as inflationary pressures impacted the business and we continue to invest in General and administrative expenses to support growth and development.
•Shack-level operating profit(2), a non-GAAP measure, was $32.2 million, or 16.4% of Shack sales in the fourth quarter 2021 versus the same period last year, an improvement over a Shack-level operating profit of $29.6 million, or 15.8% of Shack sales in the third quarter 2021.
▪Net loss was $10.3 million in the fourth quarter 2021, compared to net loss of $20.3 million in the same period last year.
•Adjusted EBITDA(2), a non-GAAP measure, was $12.4 million in the fourth quarter 2021, compared to adjusted EBITDA of $9.2 million in the same period last year.
▪Net loss attributable to Shake Shack Inc. was $9.7 million, or a loss of $0.25 per share in the fourth quarter 2021, compared to Net loss attributable to Shake Shack Inc. of $19.4 million, or a loss of $0.50 per share in the same period last year.
Exhibit 99.1
•Adjusted pro forma net loss(2), a non-GAAP measure, was $4.8 million, or a loss of $0.11 per fully exchanged and diluted share in the fourth quarter 2021, compared to adjusted pro forma net income of $1.3 million, or a loss of $0.03 per fully exchanged and diluted share, in the same period last year.
▪The Company opened 19 net system-wide Shacks in the fourth quarter 2021, comprised of 13 net domestic Company-operated Shacks and six net licensed Shacks. As of the end of the fourth quarter there were 218 Company-operated domestic Shacks and 151 global licensed Shacks compared to 183 and 128, respectively in the prior year.
▪Cash and cash equivalents and Marketable securities were $382.4 million as of December 29, 2021.
Financial Highlights for the Fiscal Year 2021:
▪Total revenue for the fiscal year 2021 increased 41.5% to $739.9 million versus the prior year. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental revenue of $11.1 million. Excluding the 53rd week, total revenue in fiscal year 2021 increased 44.6%.
▪Shack sales for the fiscal year 2021 increased 41.2% to $715.0 million versus the prior year. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental Shack sales of $10.7 million. Excluding the 53rd week, Shack sales in fiscal year 2021 increased 44.2%.
▪Same-Shack sales(1) increased 24.2%, for the fiscal year 2021 versus the prior year.
▪Licensing revenue for the fiscal year 2021 increased 50.7% to $24.9 million versus the prior year. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental licensing revenue of $0.4 million. Excluding the 53rd week, Licensing revenue in fiscal year 2021 increased 54.8%.
▪Shack system-wide sales increased 44.2% to $1,123.1 million, versus the prior year. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental Shack system-wide sales of $17.7 million. Excluding the 53rd week, Shack system-wide sales in the fiscal year 2021 increased 47.6%.
▪Operating loss for the fiscal year 2021 was $15.9 million compared to operating loss of $43.9 million in the same period last year.
•Shack-level operating profit(2), a non-GAAP measure, increased 66.9% to $119.2 million, or 16.7% of Shack sales in fiscal year 2021.
▪Net loss was $10.1 million in fiscal year 2021, compared to net loss of $45.5 million in the same period last year.
▪Adjusted EBITDA(2), a non-GAAP measure, was $56.0 million in fiscal year 2021, compared to adjusted EBITDA of $22.7 million in the same period last year.
▪Net loss attributable to Shake Shack Inc. was $8.7 million, or a loss of $0.22 per share in fiscal year 2021, compared to Net loss attributable to Shake Shack Inc. of $42.2 million, or a loss of $1.14 per share in the same period last year.
•Adjusted pro forma net loss(2), a non-GAAP measure, was $2.6 million, or a loss of $0.06 per fully exchanged and diluted share in fiscal year 2021, compared to adjusted pro forma net loss of $22.3 million, or a loss of $0.56 per fully exchanged and diluted share, in the same period last year.
▪The Company opened 58 net system-wide Shacks, comprised of 35 net domestic Company-operated Shacks, which is net of one closure, and 23 net licensed Shacks, which is net of three licensed Shack closures.
(1)In order to compare like-for-like periods for fiscal 2021, same-Shack sales compared the 52 weeks from December 31, 2020 through December 29, 2021 to the 52 weeks from January 2, 2020 through December 30, 2020.
(2)Shack-level operating profit, adjusted EBITDA and adjusted pro forma net income (loss) are non-GAAP measures. Reconciliations of Shack-level operating profit to operating income (loss), adjusted EBITDA to net income (loss), and adjusted pro forma net income (loss) to net income (loss) attributable to Shake Shack Inc., the most directly comparable financial measures presented in accordance with GAAP, are set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures.”
Fourth Quarter 2021 Review
Total revenue, which includes Shack sales and Licensing revenue, increased 29.0% from the fourth quarter 2020 to $203.3 million in the fourth quarter 2021. This increase is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental revenue of $11.1 million. Excluding the 53rd week, Total revenue in the fourth quarter 2021 increased 38.8%. This growth was due in part to the opening of 35 net new domestic Company-operated Shacks during the fiscal year 2021, as well as continued sales recovery across Shack markets.
Same-Shack sales grew 20.8% year-on-year in the fourth quarter 2021, compared to up 24.8% in the third quarter 2021. This year-on-year growth was driven by continued improvement across some of our hardest hit markets such as New York City, which saw same-Shack sales up 39% in the fourth quarter 2021. When compared to 2019, we saw growth for the first time in 2021, exiting the fourth quarter up 2.2%. Both our urban and suburban Shacks saw improvement versus 2019 in the fourth quarter 2021, even with many of our highest volume Shacks still down when compared to 2019. Our urban same-Shack sales were down only 4% in the fourth quarter 2021 versus 2019, an improvement from down 15% in the third quarter 2021. Suburban same-Shack sales were up 9% in the fourth quarter 2021 versus 2019. Contributing to this improvement were our mall based Shacks, which benefited from increased holiday shopping.
Average weekly sales were $74,000 in the fourth quarter 2021, up from $72,000 in the third quarter 2021. This improvement was due to increased menu prices and strength across urban markets.
Exhibit 99.1
During the fourth quarter 2021, total digital sales, including orders placed on the Shake Shack app, website and third-party delivery platforms, represented 42% of Shack sales. During the fourth quarter 2021 we grew our first time app and web purchasers base by more than 80% for the full year 2021. We have been able to retain around 80% of digital sales in fiscal December 2021 when compared to fiscal January 2021 when digital sales peaked. In the fourth quarter 2021, we launched our Black Truffle Burger and Truffle Fries which started as an early exclusive on our Company-owned app. These two items were the strongest performing limited time offerings of 2021 on our digital channels.
Licensing revenue for the fourth quarter 2021 was $7.4 million. In the quarter, our domestic Shacks benefited from increased levels of air travel, especially over the holiday period. Internationally, we saw relaxation of COVID restrictions in select markets in addition to five international openings in the fourth quarter 2021. Included in these five international openings is our second Shack in the city of Shenzhen, as we continue to expand across the Chinese market. While we saw a benefit of the overall global recovery in the fourth quarter, we understand that conditions continue to remain volatile and ever-changing.
During the fourth quarter 2021, the Company opened 13 new domestic Company-operated Shacks, five new international licensed Shacks and one new domestic licensed Shack.
| Location | Type | Opening Date |
|---|---|---|
| Lone Tree, CO — Park Meadows | Domestic Company-operated | 10/13/21 |
| Rochester, MI — Rochester Hills | Domestic Company-operated | 10/18/21 |
| Alabang, Philippines — Alabang Town Center | International Licensed | 10/21/21 |
| Indianapolis, IN — The Fashion Mall at Keystone | Domestic Company-operated | 10/28/21 |
| Westgate, Singapore — Westgate Singapore | International Licensed | 10/30/21 |
| Sillim, South Korea — Sillim | International Licensed | 11/5/21 |
| Encino, CA — Encino Courtyard | Domestic Company-operated | 11/13/21 |
| Columbus, OH — Polaris | Domestic Company-operated | 11/29/21 |
| Raleigh, NC — PNC Arena | Domestic Licensed | 12/1/21 |
| Miami, FL — Dadeland Mall | Domestic Company-operated | 12/4/21 |
| Maple Grove, MN — Maple Grove | Domestic Company-operated | 12/6/21 |
| Indianapolis, IN — Downtown Indianapolis | Domestic Company-operated | 12/12/21 |
| Cheonan, South Korea — Cheonan | International Licensed | 12/13/21 |
| Shenzhen, China — Coco Park Shenzhen | International Licensed | 12/14/21 |
| Danbury, CT — Danbury | Domestic Company-operated | 12/15/21 |
| Lee's Summit, MO — Lee's Summit | Domestic Company-operated | 12/20/21 |
| Bethesda, MD — Westfield Montgomery Mall | Domestic Company-operated | 12/20/21 |
| New York, NY — 630 Lexington Ave (54th & Lex) | Domestic Company-operated | 12/27/21 |
| Whitehall, PA — Lehigh Valley Mall | Domestic Company-operated | 12/28/21 |
Operating loss for the fourth quarter 2021 was $6.5 million, resulting in a negative operating loss margin of 3.2% compared to an operating loss of $12.2 million, or a negative operating loss margin of 7.8% for the fourth quarter 2020. For the fourth quarter 2021, Shack-level operating profit, a non-GAAP measure, was $32.2 million, or 16.4% as a percentage of Shack sales, compared to Shack-level operating profit of $29.6 million, or 15.8% of Shack sales in the third quarter 2021. The year-on-year increase in Shack-level operating profit was primarily due to sales leverage as the business saw less impact from the COVID-19 pandemic, as well as lower delivery commissions as a result of lower digital sales mix. A reconciliation of Shack-level operating profit to Operating loss, the most directly comparable GAAP financial measure, is set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures.”
•General and administrative expenses increased 34.0% to $25.6 million in the fourth quarter 2021 from $19.1 million in the fourth quarter 2020. As a percentage of total revenue, general and administrative expenses increased to 12.6% for the fourth quarter 2021 from 12.1% in the fourth quarter 2020. This increase was primarily due to increased investment in our home office teams, marketing and IT to support development and digital initiatives, as the Company continues to invest for accelerated growth ahead.
Exhibit 99.1
Fiscal 2022 Outlook
The Company is providing revenue and sales guidance for the fiscal first quarter of 2022.
| Current Q1 2022 Outlook | |
|---|---|
| Total revenue | $196 million to $201.4 million |
| Shack sales | $190 million to $195 million |
| Licensing revenue | $6 million to $6.4 million |
| Same-Shack sales versus 2021 | high-single digits to low-double digits % |
| Shack-level operating profit margin | 11% to 14% |
Fiscal first quarter and fiscal year 2022 guidance is derived from recent trends and does not assume material changes to the current operating environment, inclusive of any potential further COVID impacts.
Given the substantial uncertainty and resulting material economic impact caused by the COVID-19 pandemic, the Company is not providing full guidance for the fiscal year ending December 28, 2022. The timing of a return to pre-COVID sales levels is highly dependent upon the return of the high traffic areas that contributed to many of the strongest Shack sales, including those most reliant on travel, schools, offices and major gatherings. The timing of that recovery remains unknown today. Furthermore, there is uncertainty around the cost pressures facing our business due to inflation. As the Company approaches the two year mark in mid-March 2022 since the initial and extensive impact of COVID-19, it remains cautious about the near-term sales outlook, especially in its urban business.
| Current 2022 Outlook | |
|---|---|
| Domestic Company-operated Shack openings | 45 to 50 |
| Licensed Shack openings | 20 to 25 |
| Total general and administrative expenses(1) | $108 million to $114 million |
| Equity-based compensation | approximately $13 million |
| Depreciation expense | $70 million to $75 million |
| Pre-opening costs | $14 million to $17.5 million |
| Adjusted Pro-Forma Tax Rate | 28%-30% |
(1)Includes approximately $12 million of the approximately $13 million total Equity-based compensation.
Earnings Conference Call
As previously announced, the Company will host a conference call to discuss its fourth quarter and fiscal year 2021 financial results today 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 February 24, 2022 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13725684.
The live audio webcast of the conference call will be accessible in the Events & Presentations section of 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. For days that Shacks were temporarily closed, the comparative 2019 period was also adjusted.
"Average weekly sales" is calculated by dividing total Shack sales by the number of operating weeks for all Shacks in operation during the period. For Shacks that are not open for the entire period, fractional adjustments are made to the number of operating weeks open such that it corresponds to the period of associated sales.
"Weekly licensed sales” is calculated by dividing the total sales for the period for all licensed Shacks by the number of weeks in the period.
"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.
Exhibit 99.1
"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.
“EBITDA,” a non-GAAP measure, is defined as net income (loss) before interest expense (net of interest income), income tax expense (benefit), and depreciation and amortization expense.
“Adjusted EBITDA,” a non-GAAP measure, is defined as EBITDA (as defined above), excluding equity-based compensation expense, deferred lease costs, impairment and loss on disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations.
“Adjusted EBITDA margin,” a non-GAAP measure, is defined as net income (loss) before net interest, taxes, depreciation and amortization, which also excludes equity-based compensation expense, deferred lease costs, impairment and loss on disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring and other items that the Company does not believe directly reflect its core operations, as a percentage of revenue.
"Adjusted pro forma net income (loss)," a non-GAAP measure, represents net income (loss) attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring and other items that the Company does not believe directly reflect its core operations.
About Shake Shack
Shake Shack is a modern day "roadside" burger stand serving a classic American menu of premium burgers, chicken sandwiches, hot dogs, crinkle cut fries, shakes, frozen custard, beer and wine. 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 240 domestic locations in 32 U.S. States and the District of Columbia and more than 125 international locations including London, Hong Kong, Shanghai, Singapore, Mexico City, Istanbul, Dubai, Tokyo, Seoul and more.”
Media:
Kristyn Clark, Shake Shack
(646) 747-8776
kclark@shakeshack.com
Investor Relations:
Melissa Calandruccio, ICR
Michelle Michalski, ICR
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com
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 statements made herein. 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 and operating performance for fiscal 2021, guidance for fiscal 2022, 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 30, 2020. 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.
Exhibit 99.1
SHAKE SHACK INC.
CONSOLIDATED STATEMENTS OF LOSS
(UNAUDITED)
(in thousands, except per share amounts)
| Fiscal Quarter Ended | Fiscal Year Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 29<br>2021 | December 30 2020(1) | December 29<br>2021 | December 30 2020(1) | |||||||||||||||
| Shack sales | $ | 195,879 | 96.4 | % | $ | 152,484 | 96.8 | % | $ | 714,989 | 96.6 | % | $ | 506,339 | 96.8 | % | ||
| Licensing revenue | 7,377 | 3.6 | % | 5,026 | 3.2 | % | 24,904 | 3.4 | % | 16,528 | 3.2 | % | ||||||
| TOTAL REVENUE | 203,256 | 100.0 | % | 157,510 | 100.0 | % | 739,893 | 100.0 | % | 522,867 | 100.0 | % | ||||||
| Shack-level operating expenses(2): | ||||||||||||||||||
| Food and paper costs | 60,790 | 31.0 | % | 45,841 | 30.1 | % | 218,262 | 30.5 | % | 153,335 | 30.3 | % | ||||||
| Labor and related expenses | 57,893 | 29.6 | % | 46,217 | 30.3 | % | 215,114 | 30.1 | % | 156,814 | 31.0 | % | ||||||
| Other operating expenses | 29,200 | 14.9 | % | 22,394 | 14.7 | % | 103,232 | 14.4 | % | 73,220 | 14.5 | % | ||||||
| Occupancy and related expenses | 15,801 | 8.1 | % | 13,618 | 8.9 | % | 59,228 | 8.3 | % | 51,592 | 10.2 | % | ||||||
| General and administrative expenses | 25,561 | 12.6 | % | 19,080 | 12.1 | % | 85,996 | 11.6 | % | 64,250 | 12.3 | % | ||||||
| Depreciation and amortization expense | 15,610 | 7.7 | % | 12,568 | 8.0 | % | 58,991 | 8.0 | % | 48,801 | 9.3 | % | ||||||
| Pre-opening costs | 4,524 | 2.2 | % | 2,781 | 1.8 | % | 13,291 | 1.8 | % | 8,580 | 1.6 | % | ||||||
| Impairment and loss on disposal of assets | 370 | 0.2 | % | 7,227 | 4.6 | % | 1,632 | 0.2 | % | 10,151 | 1.9 | % | ||||||
| TOTAL EXPENSES | 209,749 | 103.2 | % | 169,726 | 107.8 | % | 755,746 | 102.1 | % | 566,743 | 108.4 | % | ||||||
| LOSS FROM OPERATIONS | (6,493) | (3.2) | % | (12,216) | (7.8) | % | (15,853) | (2.1) | % | (43,876) | (8.4) | % | ||||||
| Other income (expense), net | (62) | — | % | (1,121) | (0.7) | % | 95 | — | % | (786) | (0.2) | % | ||||||
| Interest expense | (353) | (0.2) | % | (118) | (0.1) | % | (1,577) | (0.2) | % | (815) | (0.2) | % | ||||||
| LOSS BEFORE INCOME TAXES | (6,908) | (3.4) | % | (13,455) | (8.5) | % | (17,335) | (2.3) | % | (45,477) | (8.7) | % | ||||||
| Income tax expense (benefit) | 3,441 | 1.7 | % | 6,859 | 4.4 | % | (7,224) | (1.0) | % | 57 | — | % | ||||||
| NET LOSS | (10,349) | (5.1) | % | (20,314) | (12.9) | % | (10,111) | (1.4) | % | (45,534) | (8.7) | % | ||||||
| Less: Net loss attributable to non-controlling interests | (619) | (0.3) | % | (886) | (0.6) | % | (1,456) | (0.2) | % | (3,376) | (0.6) | % | ||||||
| NET LOSS ATTRIBUTABLE TO SHAKE SHACK INC. | $ | (9,730) | (4.8) | % | $ | (19,428) | (12.3) | % | $ | (8,655) | (1.2) | % | $ | (42,158) | (8.1) | % | ||
| Loss per share of Class A common stock: | ||||||||||||||||||
| Basic | $ | (0.25) | $ | (0.50) | $ | (0.22) | $ | (1.14) | ||||||||||
| Diluted | $ | (0.25) | $ | (0.50) | $ | (0.22) | $ | (1.14) | ||||||||||
| Weighted-average shares of Class A common stock outstanding: | ||||||||||||||||||
| Basic | 39,141 | 38,513 | 39,085 | 37,129 | ||||||||||||||
| Diluted | 39,141 | 38,513 | 39,085 | 37,129 |
(1)The Company operates on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal 2021 contained 52 weeks and Fiscal 2020 contained 53 weeks. The additional operating week is referred to as the "53rd week".
(2)As a percentage of Shack sales.
Exhibit 99.1
SHAKE SHACK INC.
SELECTED BALANCE SHEET AND OPERATING DATA
(UNAUDITED)
(dollar amounts in thousands)
| December 29<br>2021 | December 30<br>2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SELECTED BALANCE SHEET DATA: | |||||||||||||
| Cash and cash equivalents | $ | 302,406 | $ | 146,873 | |||||||||
| Marketable securities | $ | 80,000 | $ | 36,887 | |||||||||
| Total assets | $ | 1,457,570 | $ | 1,145,348 | |||||||||
| Total liabilities | $ | 1,021,970 | $ | 710,855 | |||||||||
| Total equity | $ | 435,600 | $ | 434,493 | |||||||||
| Fiscal Quarter Ended | Fiscal Year Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 29<br>2021 | December 30<br>2020 | December 29<br>2021 | December 30<br>2020 | ||||||||||
| SELECTED OPERATING DATA: | |||||||||||||
| Same-Shack sales %(1) | 20.8 | % | (17.4) | % | 24.2 | % | (27.8) | % | |||||
| Shacks in the comparable base | 156 | 114 | 157 | 114 | |||||||||
| Shack system-wide sales(2) | $ | 314,269 | $ | 238,292 | $ | 1,123,096 | $ | 778,861 | |||||
| Average weekly sales | |||||||||||||
| Domestic Company-operated | $ | 74 | $ | 62 | $ | 71 | $ | 58 | |||||
| Average unit volumes(1): | |||||||||||||
| Domestic Company-operated | n/a | n/a | $ | 3,679 | $ | 3,020 | |||||||
| Shack-level operating profit(3) | 32,195 | 24,414 | 119,153 | 71,378 | |||||||||
| Shack-level operating profit margin(3) | 16.4 | % | 16.0 | % | 16.7 | % | 14.1 | % | |||||
| Adjusted EBITDA(3) | $ | 12,417 | $ | 9,150 | $ | 56,026 | $ | 22,739 | |||||
| Adjusted EBITDA margin(3) | 6.1 | % | 5.8 | % | 7.6 | % | 4.3 | % | |||||
| Capital expenditures | $ | 32,643 | $ | 22,036 | $ | 101,495 | $ | 69,038 | |||||
| Shack counts (at end of period): | |||||||||||||
| System-wide | 369 | 311 | 369 | 311 | |||||||||
| Domestic Company-operated | 218 | 183 | 218 | 183 | |||||||||
| Domestic licensed | 25 | 22 | 25 | 22 | |||||||||
| International licensed | 126 | 106 | 126 | 106 |
(1)Excludes the impact of the 53rd week.
(2)Shack system-wide sales is an operating measure and consists of sales from the Company's domestic Company-operated Shacks, domestic licensed Shacks and international licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to Shack sales from domestic Company-operated Shacks and licensing revenue based on a percentage of sales from domestic and international licensed Shacks, as well as certain up-front fees such as territory fees and opening fees.
(3)Shack-level operating profit and adjusted EBITDA are non-GAAP measures. Reconciliations of Shack-level operating profit to Loss from operations and adjusted EBITDA to Net loss, the most directly comparable financial measures presented in accordance with GAAP, are set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures.”
Exhibit 99.1
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
To supplement the Consolidated Financial Statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America ("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 loss and adjusted pro forma loss per fully exchanged and diluted share and adjusted pro forma effective tax rate (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 team member compensation as it serves as a metric in certain performance-based team member 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 may differ from 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 the Company's GAAP financial results. A reconciliation of Shack-level operating profit to Loss from operations, the most directly comparable GAAP financial measure, is set forth below.
Exhibit 99.1
| Fiscal Quarter Ended | Fiscal Year Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in thousands) | December 29<br>2021 | December 30 2020(1) | December 29<br>2021 | December 30 2020(1) | |||||||||
| Loss from operations(2) | $ | (6,493) | $ | (12,216) | $ | (15,853) | $ | (43,876) | |||||
| Less: | |||||||||||||
| Licensing revenue | 7,377 | 5,026 | 24,904 | 16,528 | |||||||||
| Add: | |||||||||||||
| General and administrative expenses | 25,561 | 19,080 | 85,996 | 64,250 | |||||||||
| Depreciation and amortization expense | 15,610 | 12,568 | 58,991 | 48,801 | |||||||||
| Pre-opening costs | 4,524 | 2,781 | 13,291 | 8,580 | |||||||||
| Impairment and loss on disposal of assets(3) | 370 | 7,227 | 1,632 | 10,151 | |||||||||
| Shack-level operating profit | $ | 32,195 | $ | 24,414 | $ | 119,153 | $ | 71,378 | |||||
| Total revenue | $ | 203,256 | $ | 157,510 | $ | 739,893 | $ | 522,867 | |||||
| Less: Licensing revenue | 7,377 | 5,026 | 24,904 | 16,528 | |||||||||
| Shack sales | $ | 195,879 | $ | 152,484 | $ | 714,989 | $ | 506,339 | |||||
| Shack-level operating profit margin(4) | 16.4 | % | 16.0 | % | 16.7 | % | 14.1 | % |
(1)The Company operates on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal 2021 contained 52 weeks and Fiscal 2020 contained 53 weeks. The additional operating week is referred to as the "53rd week".
(2)For the fourth quarter and fiscal year 2020, Loss from Operations included a $0.9 million reduction in Occupancy and related expenses due to the closure of the Company's Shack in Penn Station.
(3)For the fourth quarter of fiscal 2020, this amount includes a non-cash impairment charge of $6.5 million related to one Shack and the Company's home office. For the full year ended fiscal 2020, this amount includes a non-cash impairment charge of $7.6 million related to two Shacks and the Company's home office.
(4)As a percentage of Shack sales.
Exhibit 99.1
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
EBITDA and Adjusted EBITDA
EBITDA is defined as Net loss before interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA (as defined above) excluding equity-based compensation expense, deferred lease cost, Impairment loss on the disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations.
How These Measures Are Useful
When used in conjunction with GAAP financial measures, EBITDA and adjusted EBITDA are supplemental measures of operating performance that the Company believes are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by management to develop internal budgets and forecasts and also serves as a metric in its performance-based equity incentive programs and certain bonus arrangements. The Company believes presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of the Company's operating performance that facilitates analysis and comparisons of its ongoing business operations because they exclude items that may not be indicative of the Company's ongoing operating performance.
Limitations of the Usefulness of These Measures
EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of EBITDA and adjusted EBITDA 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. EBITDA and adjusted EBITDA exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of the Company's performance and should be reviewed in conjunction with the GAAP financial measures. A reconciliation of EBITDA and adjusted EBITDA to Net loss, the most directly comparable GAAP measure, is set forth below.
| Fiscal Quarter Ended | Fiscal Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | December 29<br>2021 | December 30 2020(1) | December 29<br>2021 | December 30 2020(1) | ||||||||
| Net loss | $ | (10,349) | $ | (20,314) | $ | (10,111) | $ | (45,534) | ||||
| Depreciation and amortization expense | 15,610 | 12,568 | 58,991 | 48,801 | ||||||||
| Interest expense, net | 353 | 118 | 1,577 | 815 | ||||||||
| Income tax expense (benefit) | 3,441 | 6,859 | (7,224) | 57 | ||||||||
| EBITDA | 9,055 | (769) | 43,233 | 4,139 | ||||||||
| Equity-based compensation | 2,740 | 1,502 | 8,703 | 5,560 | ||||||||
| Amortization of cloud-based software implementation costs(2) | 310 | 358 | 1,245 | 1,444 | ||||||||
| Deferred lease costs(3) | 8 | (315) | 245 | 92 | ||||||||
| Impairment and loss on disposal of assets(4) | 370 | 7,227 | 1,632 | 10,151 | ||||||||
| Debt offering related costs(5) | (5) | — | 231 | — | ||||||||
| Legal settlement(6) | (59) | — | 560 | — | ||||||||
| Executive transition costs(7) | — | — | 179 | 150 | ||||||||
| Project Concrete(8) | — | — | — | (229) | ||||||||
| Other (income) loss related to the adjustment of liabilities under tax receivable agreement | (2) | 1,147 | (2) | 1,147 | ||||||||
| Other(9) | — | — | — | 285 | ||||||||
| ADJUSTED EBITDA | $ | 12,417 | $ | 9,150 | $ | 56,026 | $ | 22,739 | ||||
| Adjusted EBITDA margin(10) | 6.1 | % | 5.8 | % | 7.6 | % | 4.3 | % |
Exhibit 99.1
(1)The Company operates on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal 2021 contained 52 weeks and Fiscal 2020 contained 53 weeks. The additional operating week is referred to as the "53rd week".
(2)Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within General and administrative expenses.
(3)Reflects the extent to which lease expense is greater than or less than contractual fixed base rent. For the fourth quarter and full year of fiscal 2020, this amount included a $0.9 million reduction in Occupancy and related expenses related to the closing of the Company's Shack in Penn Station.
(4)For the fourth quarter of 2020, this amount includes a non-cash impairment charge of $6.5 million related to one Shack and the Company's home office. For the full year ended fiscal 2020, this amount includes a non-cash impairment charge of $7.6 million related to two Shacks and the Company's home office.
(5)Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees.
(6)Expense incurred to establish an accrual related to the settlement of a legal matter.
(7)Represents fees paid in connection with the search and hiring of certain executive and key management positions.
(8)Represents consulting and advisory fees related to the Company's enterprise-wide system upgrade initiative called Project Concrete.
(9)Represents incremental expenses incurred related to an inventory adjustment and certain employee-related expenses.
(10)Calculated as a percentage of total revenue, which was $203.3 million and $739.9 million for the fourth quarter and fiscal year ended December 29, 2021, respectively, and $157.5 million and $522.9 million for the fourth quarter and fiscal year ended December 30, 2020, respectively.
Exhibit 99.1
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
Adjusted Pro Forma Net Income (Loss) and Adjusted Pro Forma Earnings (Loss) Per Fully Exchanged and Diluted Share
Adjusted pro forma net loss represents Net loss attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring items that the Company does not believe are directly related to its core operations and may not be indicative of recurring business operations. Adjusted pro forma loss per fully exchanged and diluted share is calculated by dividing adjusted pro forma net loss by the weighted-average shares of Class A common stock outstanding, assuming the full exchange of all outstanding LLC Interests, after giving effect to the dilutive effect of outstanding equity-based awards.
How These Measures Are Useful
When used in conjunction with GAAP financial measures, adjusted pro forma net loss and adjusted pro forma loss per fully exchanged and diluted share are supplemental measures of operating performance that the Company believes are useful measures to evaluate performance period-over-period and relative to its competitors. By assuming the full exchange of all outstanding LLC Interests, the Company believes these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in Net loss attributable to Shake Shack Inc. driven by increases in its ownership of SSE Holdings, which are unrelated to the Company's operating performance, and excludes items that are non-recurring or may not be indicative of ongoing operating performance.
Limitations of the Usefulness of These Measures
Adjusted pro forma net loss and adjusted pro forma loss per fully exchanged and diluted share may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net loss and adjusted pro forma loss per fully exchanged and diluted share should not be considered alternatives to Net loss and earnings (loss) per share, as determined under GAAP. While these measures are useful in evaluating the Company's performance, it does not account for the earnings (loss) attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the Net loss attributable to Shake Shack Inc. Adjusted pro forma net loss and adjusted pro forma loss per fully exchanged and diluted share should be evaluated in conjunction with GAAP financial results. A reconciliation of adjusted pro forma net loss to Net loss attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma loss per fully exchanged and diluted share are set forth below.
| Fiscal Quarter Ended | Fiscal Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | December 29<br>2021 | December 30 2020(1) | December 29<br>2021 | December 30 2020(1) | ||||||
| Numerator: | ||||||||||
| Net loss attributable to Shake Shack Inc. | $ | (9,730) | $ | (19,428) | $ | (8,655) | $ | (42,158) | ||
| Adjustments: | ||||||||||
| Reallocation of net loss attributable to non-controlling interests from the assumed exchange of LLC Interests(2) | (619) | (886) | (1,456) | (3,376) | ||||||
| Executive transition costs(3) | — | — | 179 | 150 | ||||||
| Project Concrete(4) | — | — | — | (229) | ||||||
| Legal settlement(5) | (59) | — | 560 | — | ||||||
| Debt offering related costs(6) | (5) | — | 231 | — | ||||||
| Other (income) loss related to the adjustment of liabilities under tax receivable agreement | (2) | 1,147 | (2) | 1,147 | ||||||
| Asset impairment charge(7) | — | 6,512 | — | 7,644 | ||||||
| Reduction in Occupancy and related expenses due to Shack closure(8) | — | (897) | — | (897) | ||||||
| Revolving Credit Facility amendments related costs(9) | — | — | 323 | — | ||||||
| Other(10) | — | — | — | 285 | ||||||
| Impact to income tax expense (benefit)(11) | 5,647 | 12,262 | 6,175 | 15,089 | ||||||
| Adjusted pro forma net loss | $ | (4,768) | $ | (1,290) | $ | (2,645) | $ | (22,345) | ||
| Denominator: | ||||||||||
| Weighted-average shares of Class A common stock outstanding—diluted | 39,141 | 38,513 | 39,085 | 37,129 | ||||||
| Adjustments: | ||||||||||
| Assumed exchange of LLC Interests for shares of Class A common stock(2) | 2,922 | 3,010 | 2,927 | 3,096 | ||||||
| Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted | 42,063 | 41,523 | 42,012 | 40,225 | ||||||
| Adjusted pro forma loss per fully exchanged share—diluted | $ | (0.11) | $ | (0.03) | $ | (0.06) | $ | (0.56) |
Exhibit 99.1
| Fiscal Quarter Ended | Fiscal Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 29<br>2021 | December 30 2020(1) | December 29<br>2021 | December 30 2020(1) | ||||||
| Loss per share of Class A common stock—diluted | $ | (0.25) | $ | (0.50) | $ | (0.22) | $ | (1.14) | |
| Assumed exchange of LLC Interests for shares of Class A common stock(2) | — | 0.02 | (0.02) | 0.01 | |||||
| Non-GAAP adjustments(12) | 0.14 | 0.45 | 0.18 | 0.57 | |||||
| Adjusted pro forma loss per fully exchanged share—diluted | $ | (0.11) | $ | (0.03) | $ | (0.06) | $ | (0.56) |
(1)The Company operates on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal 2021 contained 52 weeks and Fiscal 2020 contained 53 weeks. The additional operating week is referred to as the "53rd week".
(2)Assumes the exchange of all outstanding LLC Interests for shares of Class A common stock, resulting in the elimination of the non-controlling interest and recognition of the net income (loss) attributable to non-controlling interests.
(3)Represents costs incurred in connection with the Company's executive search, including fees paid to an executive recruiting firm.
(4)Represents consulting and advisory fees related to the Company's enterprise-wide system upgrade initiative called Project Concrete.
(5)Expense incurred to establish an accrual related to the settlement of a legal matter.
(6)Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees.
(7)For the fourth quarter of 2020, this amount includes a non-cash impairment charge of $6.5 million related to one Shack and our home office. For the full year ended fiscal 2020, this amount includes a non-cash impairment charge of $7.6 million related to two Shacks and our home office.
(8)For the fourth quarter and full year of fiscal 2020, this amount included a $0.9 million reduction in Occupancy and related expenses related to the closing of our Shack in Penn Station.
(9)Expense incurred in connection with the Company's amendments on the Revolving Credit Facility, including the write-off of previously capitalized costs on the Revolving Credit Facility.
(10)Represents incremental expenses incurred related to an inventory adjustment and certain employee-related expenses.
(11)Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 31.6% and 83.5% for the fiscal quarter and year ended December 29, 2021, respectively, and 80.7% and 40.2% for the fiscal quarter and year ended December 30, 2020, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.
(12)Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted Pro Forma Net Loss above for additional information.
q42021_earningssupplemen
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan F O U R T H Q U A R T E R E A R N I N G S S U P P L E M E N T A L F E B R U A R Y 1 7 , 2 0 2 2
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan This presentation 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 statements made herein. All statements other than statements of historical fact included in this presentation are forward-looking statements, including, but not limited to, expected financial results and operating performance for fiscal 2021, expected development targets for fiscal 2022, including expected Shack construction and openings, expected same-Shack sales growth, average weekly sales and trends in the Company’s operations, the expansion of the Company’s delivery services, the Company’s digital investments and strategies, 2022 guidance, and 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," "future," "intend," "outlook," "potential," "preliminary," "project," "projection," "plan," "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. Some of the factors which could cause results to differ materially from the Company’s expectations include the continuing impact of the COVID-19 pandemic, the Company's ability to develop and open new Shacks on a timely basis, increased costs or shortages or interruptions in the supply and delivery of the Company's products, increased labor costs or shortages, the Company's management of its digital capabilities and expansion into delivery, the Company's ability to maintain and grow sales at its existing Shacks, and risks relating to the restaurant industry generally. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 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 presentation are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS 2
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan Q4 2021 RESULTS 1. “Shack system-wide sales” is an operating measure and consists of sales from the Company's domestic Company-operated Shacks, domestic licensed Shacks and international licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing revenue based on a percentage of sales from domestic and international licensed Shacks, as well as certain up-front fees, such as territory fees and opening fees. 2. "Same-Shack sales" or “SSS” 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. For Shacks that were temporarily closed, the comparative period was also adjusted. 3. To normalize for the 53rd week in fiscal 2020, the compare periods for both 2020 and 2019 have been shifted forward a week from the fiscal calendar in order to show a more like-for-like comparison. 4. "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 Shake sales. See Financial Details section for definition and reconciliation to most comparable GAAP measure. 5. “Adjusted EBITDA,” a non-GAAP measure, is defined as EBITDA excluding equity-based compensation expense, deferred lease costs, impairment and loss on disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations. See Financial Details section for definition and reconciliation to most comparable GAAP measure. 3 Same-Shack Sales versus 20202,3: +20.8% +2.2% SSS versus 2019 Adjusted EBITDA5: $12.4M 6.1% of Total Revenue Shack System-wide Sales1: $314.3M Shack-level operating profit4: $32.2M 16.4% of Shack sales Total Revenue: $203.3M
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan Total Revenue $740 Million System-wide Sales $1.1 Billion System-wide Shack Count 369 as of FY21 Cash Flow from Operations $58 Million $268 $359 $459 $595 $523 $740 2016 2017 2018 2019 2020 2021 $403M $532M $672M $895M $779M $1,123M 2016 2017 2018 2019 2020 2021 114 159 208 275 311 369 2016 2017 2018 2019 2020 2021 $54 $71 $85 $90 $37 $58 2016 2017 2018 2019 2020 2021 4 System-wide sales top $1.1b: Strong sales illustrate the growing reach of the brand domestically and internationally. Shack development acceleration: Opened 36 company- operated and 26 licensed Shacks (gross) in FY21. Strong momentum in 4Q21: Average Weekly Sales (AWS) of $74,000 outperformed seasonality, driven by strong reception to October menu price as well as urban and suburban strength. Q4 2021 BUSINESS H IGHLIGHTS
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan STRONG 4Q21 AVERAGE WEEKLY SALES (AWS) S A L E S O U T P E R F O R M E D S E A S O N A L I T Y O N S U C C E S S F U L O C T O B E R P R I C E I N C R E A S E , A S W E L L A S T R A F F I C - D R I V E N G A I N S I N U R B A N A N D S U B U R B A N M A R K E T S . $45K $58K $62K $64K $72K $72K $70K $75K $77K $79K $85K $80K $74K $71K $74K AWS 2019 AWS Third Quarter 2020 Fourth Quarter 20201 1. Fourth Quarter 2020 total YoY Shack sales decline excludes the impact of the 53rd fiscal accounting week in 2020 and compares the thirteen weeks from September 24, 2020 through December 23, 2020 to the thirteen weeks from September 26, 2019 through December 25, 2019. The favorable impact of the 53rd week in fiscal 2020 was an incremental Shack sales of $10.7 million. 2. Fiscal December 2021 total YoY Shack sales increase excludes the impact of the 53rd fiscal accounting week in 2020 and compares the five weeks from November 25, 2021 through December 29, 2021 to the five weeks from November 19, 2020 through December 23, 2020. (17%) (3%) 9%Total YoY Shack Sales Growth / (Decline) First Quarter 2021 Second Quarter 2020 (39%) 5 103% Second Quarter 2021 48% Third Quarter 2021 34% Fiscal October 2021 43% Fiscal November 2021 4Q21 AWS $74K 37% Fiscal December 20212
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan YTD 2022 SNAPSHOT F E B R U A R Y T O D AT E S S S % + ~ 1 3 % S H O W S A M A R K E D I M P R O V E M E N T A F T E R H E A D W I N D S F R O M O M I C R O N R E A LT E D S A L E S P R E S S U R E S , L O S T H O U R S A N D C L O S U R E S I N J A N U A R Y. 6 Fiscal February through 2/15/2022 SSS % vs PY: + ~13% Total SSS steadily improving from January pressures. Fiscal January Suburban SSS vs PY: (3%) A deceleration from prior periods. Fiscal January SSS % vs Prior Year (PY): +2% Total SSS decelerated from 4Q21 trends. Fiscal January Urban SSS vs PY: +8% A deceleration versus prior periods. AWS negatively impacted by COVID: $63K Fiscal January AWS down from $74K in 4Q21 due to slower sales per hour and reduced hours.
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan PRODUCT INNOVATION | LTOS & PREMIUM ADD-ONS TO CORE O U R B L A C K T R U F F L E B U R G E R A N D F R I E S , I N I T I A L LY L A U N C H E D A S A N I N - A P P E X C L U S I V E , W A S T H E B E S T P E R F O R M I N G LT O A C R O S S O U R D I G I TA L C H A N N E L S I N 2 0 2 1 . B U F F A L O C H I C K E N A N D F R I E S K I C K O F F 2 0 2 2 ' S R O B U S T C U L I N A R Y C A L E N D A R . 77
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan Opened first three drive-thrus since December 2021. Expect to open at least 10 by end of 2022. New format targets increasing addressable market across the country, and potentially globally. Operations delivers elevated hospitality, made to order, balanced with convenience and speed. FORMAT TRANSFORMATION | DRIVE-THRU U N L O C K I N G D R I V E - T H R U O P P O R T U N I T Y I N S U B U R B A N , D R I V E - T H R U H E AV Y M A R K E T S , W I T H R O L L O U T O P T I M I Z E D F O R L E A R N I N G T H R O U G H VA R I O U S D E S I G N L AY O U T S . 8 Development focused in heavy drive-thru markets to optimize learnings. Lee’s Summit, MO Maple Grove, MN Maple Grove, MNLee’s Summit, MO Hasbrouck Heights, NJ Coming Soon
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan 37 48 69 78 105 125 151 13 21 15 34 23 26 50 69 84 112 128 151 171- 176 2016 2017 2018 2019 2020 20211 2022 Guidance2 FOCUSED GROWTH IN OUR L ICENSED BUSINESS W E E X P E C T T O O P E N 2 0 - 2 5 N E W L I C E N S E D S H A C K S I N 2 0 2 2 , B R I N G I N G O U R T O TA L S Y S T E M - W I D E C O M PA N Y - O P E R AT E D A N D L I C E N S E D U N I T S T O 4 3 4 - 4 4 4 . Shanghai, Singapore, Philippines & Mexico market launches Korea market launch Hong Kong market launch Beijing market launch Monterrey, Macau, Shenzhen & Hangzhou market launches Nanjing, Chengdu & Guangzhou market launches; expanding roadside in the US Development Highlights 25 High Range 20 Low Range New Shack Openings Total Licensed Shacks, Net of Closures Existing Shacks, Net of Closures 1. 2021 ending Shack count is net of 3 closures. 2. 2022 Guidance for total Licensed Shack counts is a gross figure and assumes no closures in 2022. 9
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan $35.0M $69.2M $79.1M $77.6M $100.4M $111.6M $118.4M Total Licensed Sales . 1. Fourth Quarter 2020 and Fourth Quarter 2021 total Licensed sales and YoY declines exclude the impact of the 53rd fiscal accounting week in 2020. The favorable impact of the 53rd week in fiscal 2020 was an incremental licensed sales of $7.0 million. 2. Total Licensed sales is an operating measure and consists of sales from domestic licensed Shacks and international licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing revenue based on a percentage of sales from domestic and international licensed Shacks, as well as certain up-front fees, such as territory fees and opening fees. 10 TOTAL L ICENSED SALES ROSE 50% YOY 1 B R O A D B A S E D M O M E N T U M A C R O S S D O M E S T I C A N D I N T E R N AT I O N A L L I C E N S E D M A R K E T S . Second Quarter 2020 Total YoY Licensed Sales Growth / (Decline) (55%) (20%) Third Quarter 2020 2 (11%) Fourth Quarter 20201 (6%) First Quarter 2021 187% Second Quarter 2021 61% Third Quarter 2021 50% Fourth Quarter 20211
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan1. Urban refers to a Shack that is located in a very densely populated city area. These locations tend to be very walkable, close to lots of traffic, shopping, tourism and/or office buildings. Suburban is any Shack that is not classified as urban. 2. To normalize for the 53rd week in fiscal 2020, the compare periods for both 2020 and 2019 have been shifted forward a week from the fiscal calendar in order to show a more like-for-like comparison. See below footnotes for comparative periods. 3. For Q4 2020, same-Shack sales excludes the impact of the fourteenth week in 2020 and compares the thirteen weeks from September 24, 2020 through December 23, 2020 to the thirteen weeks from September 26, 2019 through December 25, 2019. 4. For Q4 2021, same-Shack sales were adjusted for the fourteenth week in 2020 and compares the thirteen weeks from September 30, 2021 through December 29, 2021 to the thirteen weeks from October 1, 2020 through December 30, 2020. SSS % BY URBAN AND SUBURBAN MARKETS B O T H U R B A N A N D S U B U R B A N 4 Q 2 1 S A M E S H A C K S A L E S V E R S U S 2 0 1 9 I M P R O V E D Q o Q . (57%) (43%) (31%) (7%) 54% 34% 33% (38%) (16%) (0%) 20% 52% 17% 12% (49%) (32%) (17%) 6% 53% 25% 21% (25%) (23%) (15%) (4%)(4%) (0%) 1% 9% (15%) (12%) (7%) 2% Second Quarter 2020 Third Quarter 2020 Fourth Quarter 2020 First Quarter 2021 Second Quarter 2021 Third Quarter 2021 Fourth Quarter 2021 Urban SSS%Suburban SSS% URBAN/SUBURBAN1 SAME-SHACK SALES VS PRIOR YEAR AND 20192 Total SSS% 3 11 Dotted lines represent 2021 SSS % vs 2019 4
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan SSS % PERFORMANCE VARIED ACROSS REGIONS N Y C A N D M A N H AT T A N D R O V E S I G N I F I C A N T I M P R O V E M E N T I N 4 Q 2 1 . 1. The regions of domestic Company-operated Shacks are defined as: NYC, which represents 5 boroughs; Northeast, which represents non-NYC NY, CT, DC, DE, MA, MD, NJ, PA, RI, VA; Southeast, which represents AL, FL, GA, LA, NC, TN, TX; Midwest, which represents IL, KS, KY, MI, MN, MO, OH, WI; and West, which represents AZ, CA, CO, NV, UT, WA. 2. "Same-Shack sales" or “SSS” 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. For days that Shacks were temporarily closed, the comparative year period was also adjusted. 3. To normalize for the 53rd week in fiscal 2020, the compare periods for both 2020 and 2019 have been shifted forward a week from the fiscal calendar in order to show a more like-for-like comparison. See below footnotes for comparative periods. 4. For Q4 2020, same-Shack sales excludes the impact of the fourteenth week in 2020 and compares the thirteen weeks from September 24, 2020 through December 23, 2020 to the thirteen weeks from September 26, 2019 through December 25, 2019. 5. For Q4 2021, same-Shack sales were adjusted for the impact of the fourteenth week in 2020 and compares the thirteen weeks from September 30, 2021 through December 29, 2021 to the thirteen weeks from October 1, 2020 through December 30, 2020. REGIONAL1 SAME-SHACK SALES 2 VS PRIOR YEAR3 (64%) 39% (69%) 52% (41%) 13% (41%) 19% (47%) 27% (45%) 17% Second Quarter 2020 Third Quarter 2020 Fourth Quarter 2020 First Quarter 2021 Second Quarter 2021 Third Quarter 2021 Fourth Quarter 2021 Northeast Southeast West Midwest NYC (incl. Manhattan) Manhattan 4 12 3Q21 vs 2019 4Q21 vs 2019 5% 13% (2%) 7% (2%) 6% (7%) 2% (25%) (13%) (33%) (21%) 5
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan 1. Measured by fiscal December 2021 digital sales versus fiscal January 2021, when digital sales peaked. 2. Digital sales includes sales made through the Shake Shack mobile application, Shake Shack website, and delivery partners. Does not include sales through Kiosks that are located inside Shacks. Digital sales are normalized to reflect a consistent thirteen-week quarter. DIGITAL SALES RETENTION HOLDS AT ~80%1 , 2 A D D E D M O R E T H A N 8 0 % N E W P U R C H A S E R S I N C O M PA N Y - O W N E D A P P & W E B C H A N N E L S Y O Y ; 3 . 5 M T O TA L P U R C H A S E R S A C Q U I R E D S I N C E M A R C H 2 0 2 0 . 75% 60% 59% 60% 47% 42% 42% Second Quarter 2020 Third Quarter 2020 Fourth Quarter 2020 First Quarter 2021 Second Quarter 2021 Third Quarter 2021 Fourth Quarter 2021 % Indicates digital mix of sales In-Shack Sales $ Digital Sales $ 13 In Shacks with Kiosk, Digital plus Kiosk mix of sales is +75%
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan MATERIAL IMPACTS TO STORE MARGINS L IKELY TO CONTINUE 1 Q 2 2 G U I D A N C E R A N G E R E F L E C T S S A L E S I M PA C T A N D D E L E V E R A G E A C R O S S M A R G I N S , A L O N G W I T H H I G H E R D E L I V E R Y M I X , O N G O I N G I N F L AT I O N A R Y P R E S S U R E S , A N D I N C R E A S E D O P E R AT I N G E X P E N S E S T O S U P P O R T S T R O N G I N - S H A C K S A L E S R E C O V E R Y. 14 2.2% 14.8% 16.0% 15.0% 19.2% 15.8% 16.4% Second Quarter 2020 Third Quarter 2020 Fourth Quarter 2020 First Quarter 2021 Second Quarter 2021 Third Quarter 2021 Fourth Quarter 2021 First Quarter 2022 Guidance 14% High Range 4Q21 reached high end of previously guided range primarily due to sales leverage. Price increases late in 1Q22 provide some offset to continued cost pressures. We expect inflationary pressures in our Shacks to persist for the foreseeable future. We'll continue to make investments in our team member pay, recruiting, and development amidst a challenging labor market. 11% Low Range
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan 2022 OUTLOOK 1. Includes approximately $12M of the approximately $13M total Equity-based compensation. These forward-looking projections are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from these projections. Factors that may cause such differences include those discussed in the Company's Form 10-K for the fiscal year ended December 30, 2020 and our Cautionary Note On Forward-Looking Statements herein. These forward-looking projections should be reviewed in conjunction with the condensed consolidated financial statements and the section titled “Cautionary Note Regarding Forward-Looking Statements” which form the basis of our assumptions used to prepare these forward-looking projections. You should not attribute undue certainty to these projections, and we undertake no obligation to revise or update any forward-looking information, except as required by law. Total revenue Shack sales Licensing revenue Same-Shack sales versus 2021 Shack-level operating profit margin Domestic Company-operated openings Licensed openings General and administrative expenses Equity-based compensation Depreciation expense Pre-opening costs Adjusted Pro Forma Tax Rate $196M-$201.4M $190M-$195M $6M-$6.4M HSD to LDD % 11%-14% 45-50 20-25 $108M to $114M1 Approximately $13M $70M to $75M $14M to $17.5M 28%-30% Fiscal first quarter and fiscal year 2022 guidance is derived from preliminary unaudited results, based on information currently available to the Company. While the Company believes these estimates are meaningful, they could differ from the actual results that the Company ultimately reports in its Annual Report on Form 10-K for the fiscal year ended December 28, 2022. Q1 2022 Guidance FY 2022 Guidance Carlsbad, CA 15
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan Board of Direct rs M eting 1 20 FINANCIAL DETAILS Stockyards Fort Worth, TX 16
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan 2021 METHODOLOGY FOR SAME-SHACK SALES CALCULATION 17 Notes Fiscal Calendar Comparisons Reason for Shifted Weeks: Given the 53rd fiscal week in 2020 the comparison periods for 2021 Same-Shack Sales have been shifted one week forward in both 2019 & 2020 to ensure comparable dates and key holidays fall in similar weeks and, therefore, create a more aligned year-over-year compare How to Read the Fiscal Calendar Comparisons: Fiscal periods are color coded to show comparison weeks from the prior two years For example: P1 W1 2021 (beginning 12/31/20) is compared to P1 W2 2020 (beginning 1/2/20)
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan Shack sales 195,879$ 96.4% 152,484$ 96.8% 714,989$ 96.6% 506,339$ 96.8% Licensing revenue 7,377 3.6% 5,026 3.2% 24,904 3.4% 16,528 3.2% TOTAL REVENUE 203,256$ 100.0% 157,510$ 100.0% 739,893$ 100.0% 522,867$ 100.0% Shack-level operating expenses(2): Food and paper costs 60,790 31.0% 45,841 30.1% 218,262 30.5% 153,335 30.3% Labor and related expenses 57,893 29.6% 46,217 30.3% 215,114 30.1% 156,814 31.0% Other operating expenses 29,200 14.9% 22,394 14.7% 103,232 14.4% 73,220 14.5% Occupancy and related expenses 15,801 8.1% 13,618 8.9% 59,228 8.3% 51,592 10.2% General and administrative expenses 25,561 12.6% 19,080 12.1% 85,996 11.6% 64,250 12.3% Depreciation and amortization expense 15,610 7.7% 12,568 8.0% 58,991 8.0% 48,801 9.3% Pre-opening costs 4,524 2.2% 2,781 1.8% 13,291 1.8% 8,580 1.6% Impairment and loss on disposal of assets 370 0.2% 7,227 4.6% 1,632 0.2% 10,151 1.9% TOTAL EXPENSES 209,749$ 103.2% 169,726$ 107.8% 755,746$ 102.1% 566,743$ 108.4% LOSS FROM OPERATIONS (6,493) (3.2)% (12,216) (7.8)% (15,853) (2.1)% (43,876) (8.4)% Other income (expense), net (62) – % (1,121) (0.7)% 95 – % (786) (0.2)% Interest expense (353) (0.2)% (118) (0.1)% (1,577) (0.2)% (815) (0.2)% LOSS BEFORE INCOME TAXES (6,908)$ (3.4)% (13,455)$ (8.5)% (17,335)$ (2.3)% (45,477)$ (8.7)% Income tax expense (benefit) 3,441 1.7% 6,859 4.4% (7,224) (1.0)% 57 0.0% NET LOSS (10,349)$ (5.1)% (20,314)$ (12.9)% (10,111)$ (1.4)% (45,534)$ (8.7)% Less: Net loss attributable to non-controlling interests (619) (0.3)% (886) (0.6)% (1,456) (0.2)% (3,376) (0.6)% NET LOSS ATTRIBUTABLE TO SHAKE SHACK INC. (9,730)$ (4.8)% (19,428)$ (12.3)% (8,655)$ (1.2)% (42,158)$ (8.1)% Loss per share of Class A common stock: Basic $ (0.25) $ (0.50) $ (0.22) $ (1.14) Diluted $ (0.25) $ (0.50) $ (0.22) $ (1.14) Weighted-average shares of Class A common stock outstanding: Basic 39,141 38,513 39,085 37,129 Diluted 39,141 38,513 39,085 37,129 Fiscal Quarter Ended Fiscal Year Ended (in thousands, except per share amounts) December 29, 2021 December 30, 2020 (1) December 29, 2021 December 30, 2020 (1) INCOME STATEMENT 18 (1) The Company operates on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal 2021 contained 52 weeks and Fiscal 2020 contained 53 weeks. The additional operating week is referred to as the "53rd week". (2) As a percentage of Shack sales.
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan 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. "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. 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 may differ from 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 the Company’s GAAP financial results. A reconciliation of Shack-level operating profit to operating income, the most directly comparable GAAP financial measure, is set forth on next slide. SHACK-LEVEL OPERATING PROFIT DEFIN IT IONS 19
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan (dollar amounts in thousands) December 29, 2021 December 30, 2020 (1) December 29, 2021 December 30, 2020 (1) Loss from Operations(2) (6,493)$ (12,216)$ (15,853)$ (43,876)$ Less: Licensing revenue 7,377 5,026 24,904 16,528 Add: General and administrative expenses 25,561 19,080 85,996 64,250 Depreciation and amortization expense 15,610 12,568 58,991 48,801 Pre-opening costs 4,524 2,781 13,291 8,580 Impairment and loss on disposal of assets(3) 370 7,227 1,632 10,151 Shack-level operating profit 32,195$ 24,414$ 119,153$ 71,378$ Total revenue 203,256 157,510 739,893 522,867 Less: Licensing revenue 7,377 5,026 24,904 16,528 Shack sales 195,879$ 152,484$ 714,989$ 506,339$ Shack-level operating profit margin(4) 16.4% 16.0% 16.7% 14.1% _______________ (1) (2) (3) (4) As a percentage of Shack sales. The Company operates on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal 2021 contained 52 weeks and Fiscal 2020 contained 53 weeks. The additional operating week is referred to as the "53rd week". For the fourth quarter and fiscal year 2020, Loss from Operations included a $0.9 million reduction in Occupancy and related expenses due to the closure of the Company's Shack in Penn Station. For the fourth quarter of fiscal 2020, this amount includes a non-cash impairment charge of $6.5 million related to one Shack and the Company's home office. For the full year ended fiscal 2020, this amount includes a non-cash impairment charge of $7.6 million related to two Shacks and the Company's home office. Fiscal Quarter Ended Fiscal Year Ended SHACK-LEVEL OPERATING PROFIT 20
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan EBITDA and Adjusted EBITDA EBITDA is defined as Net income (loss) before interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA (as defined above) excluding equity-based compensation expense, deferred lease cost, Impairment and loss on disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations. “Adjusted EBITDA margin,” a non-GAAP measure, is defined as net income (loss) before interest expense (net of interest income), taxes, depreciation and amortization, which also excludes equity-based compensation expense, deferred lease costs, impairment and loss on disposal of assets, amortization of cloud- based software implementation assets, as well as certain non-recurring and other items that the Company does not believe directly reflect its core operations, as a percentage of revenue. ADJUSTED EBITDA DEFIN IT IONS How These Measures Are Useful When used in conjunction with GAAP financial measures, EBITDA and adjusted EBITDA are supplemental measures of operating performance that the Company believes are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by management to develop internal budgets and forecasts and also serves as a metric in its performance-based equity incentive programs and certain bonus arrangements. The Company believes presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of the Company's operating performance that facilitates analysis and comparisons of its ongoing business operations because they exclude items that may not be indicative of the Company's ongoing operating performance. Limitations of the Usefulness of These Measures EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of EBITDA and adjusted EBITDA 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. EBITDA and adjusted EBITDA exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of the Company's performance and should be reviewed in conjunction with the GAAP financial measures. A reconciliation of EBITDA and adjusted EBITDA to net income, the most directly comparable GAAP measure, is set forth on next slide. 21
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan (in thousands) December 29, 2021 December 30, 2020 (1) December 29, 2021 December 30, 2020 (1) Net loss (10,349)$ (20,314)$ (10,111)$ (45,534)$ Depreciation and amortization expense 15,610 12,568 58,991 48,801 Interest expense, net 353 118 1,577 815 Income tax expense (benefit) 3,441 6,859 (7,224) 57 EBITDA 9,055 (769) 43,233 4,139 Equity-based compensation 2,740 1,502 8,703 5,560 Amortization of cloud-based software implementation costs(2) 310 358 1,245 1,444 Deferred lease costs(3) 8 (315) 245 92 Impairment and loss on disposal of assets(4) 370 7,227 1,632 10,151 Debt offering related costs(5) (5) - 231 - Legal settlement(6) (59) - 560 - Executive transition costs(7) - - 179 150 Project Concrete(8) - - - (229) Other (income) loss related to the adjustment of liabilities under tax receivable agreement (2) 1,147 (2) 1,147 Other(9) - - - 285 Adjusted EBITDA 12,417$ 9,150$ 56,026$ 22,739$ Adjusted EBITDA margin(10) 6.1% 5.8% 7.6% 4.3% Fiscal Quarter Ended Fiscal Year Ended 22 ADJUSTED EBITDA (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) Expense incurred to establish an accrual related to the settlement of a legal matter. Represents fees paid in connection with the search and hiring of certain executive and key management positions. Represents consulting and advisory fees related to the Company's enterprise-wide system upgrade initiative called Project Concrete. Represents incremental expenses incurred related to an inventory adjustment and certain employee-related expenses. Calculated as a percentage of total revenue, which was $203.3 million and $739.9 million for the fourth quarter and fiscal year ended December 29, 2021, respectively, and $157.5 million and $522.9 million for the fourth quarter and fiscal year ended December 30, 2020, respectively. The Company operates on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal 2021 contained 52 weeks and Fiscal 2020 contained 53 weeks. The additional operating week is referred to as the "53rd week". Represents amortization of capitalized implementation costs related to cloud-based software arrangements that Reflects the extent to which lease expense is greater than or less than contractual fixed base rent. For the fourth quarter and full year of fiscal 2020, this amount included a $0.9 million reduction in Occupancy and related expenses related to the closing of the Company's Shack in Penn Station. For the fourth quarter of 2020, this amount includes a non-cash impairment charge of $6.5 million related to one Shack and the Company's home office. For the full year ended fiscal 2020, this amount includes a non-cash impairment charge of $7.6 million related to two Shacks and the Company's home office. Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees.
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan Adjusted Pro Forma Effective Tax Rate Adjusted pro forma effective tax rate represents the effective tax rate assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring items that the Company does not believe are directly related to its core operations and may not be indicative of its recurring business operations. How This Measure Is Useful When used in conjunction with GAAP financial measures, adjusted pro forma effective tax rate is a supplemental measure of operating performance that the Company believes is useful to evaluate its performance period over period and relative to its competitors. By assuming the full exchange of all outstanding LLC Interests, the Company believes this measure facilitates comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in effective tax rate driven by increases in its ownership of SSE Holdings, which are unrelated to the Company's operating performance, and excludes items that are non-recurring or may not be indicative of ongoing operating performance. ADJUSTED PRO FORMA EFFECTIVE TAX RATE DEFIN IT IONS Limitations of the Usefulness of this Measure Adjusted pro forma effective tax rate may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma effective tax rate should not be considered an alternative to effective tax rate, as determined under GAAP. While this measure is useful in evaluating the Company's performance, it does not account for the effective tax rate attributable to the non-controlling interest holders and therefore does not provide a complete understanding of effective tax rate. Adjusted pro forma effective tax rate should be evaluated in conjunction with GAAP financial results. A reconciliation of adjusted pro forma effective tax rate, the most directly comparable GAAP measure, is set forth on next slide. 23
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan 2021 ADJUSTED PRO FORMA EFFECTIVE TAX RATE 24 (dollar amounts in thousands) Income Tax Expense (Benefit) Income (Loss) Before Income Taxes Effective Tax Rate Income Tax Expense (Benefit) Income (Loss) Before Income Taxes Effective Tax Rate As reported 3,441$ (6,908)$ (49.8%) (7,224)$ (17,335)$ 41.7% Non-GAAP adjustments (before tax): Debt offering related costs - (5) - 231 Revolving Credit Facility amendment-related costs - - - 323 Legal settlement - (59) - 560 Executive transition costs - - - 179 TRA Liability - (2) - (2) Other income related to the adjustment of liabilities under tax receivable agreement - - - - Remeasurement of deferred tax assets in connection with other tax rate changes - - - - Tax effect of non-GAAP adjustments and assumed exchange of outstanding LLC Interests (5,647) - (6,175) - Adjusted pro forma (2,206)$ (6,974)$ 31.6% (13,399)$ (16,044)$ 83.5% Less: Net tax impact from stock-based compensation 52 - 8,578 - Adjusted pro forma (excluding windfall tax benefits) (2,154)$ (6,974)$ 30.9% (4,821)$ (16,044)$ 30.0% December 29, 2021 December 29, 2021 Fiscal Quarter Ended Fiscal Year Ended
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan 2020 ADJUSTED PRO FORMA EFFECTIVE TAX RATE 25 (dollar amounts in thousands) Income Tax Expense (Benefit) Income (Loss) Before Income Taxes Effective Tax Rate Income Tax Expense (Benefit) Income (Loss) Before Income Taxes Effective Tax Rate As reported 6,859$ (13,455)$ (51.0%) 57$ (45,477)$ (0.1%) Non-GAAP adjustments (before tax): Executive transition costs - - - 150 Project Concrete - - - (229) Impairments - 6,512 - 7,644 Non-cash rent expense related to the closure of the Penn Station Shack - (897) - (897) Other income related to the adjustment of liabilities under tax receivable agreement - 1,147 - 1,147 Inventory adjustment and certain employee-related expenses - - - 285 Other income related to the adjustment of liabilities under tax receivable agreement - - - - Remeasurement of deferred tax assets in connection with other tax rate changes - - - - Tax effect of change in basis related to the adoption of ASC 842 - - - - Tax effect of non-GAAP adjustments and assumed exchange of outstanding LLC Interests (12,262) - (15,089) - Adjusted pro forma (5,403)$ (6,693)$ 80.7% (15,032)$ (37,377)$ 40.2% Less: Windfall tax benefits from stock-based compensation 3,746 - 4,743 - Adjusted pro forma (excluding windfall tax benefits) (1,657)$ (6,693)$ 24.8% (10,289)$ (37,377)$ 27.5% December 30, 2020 Fiscal Year EndedFiscal Quarter Ended December 30, 2020
Meeting of the Board of Directors | Q4 2019 2020 Strategic Plan CONTACT INFORMATION INVESTOR CONTACT Melissa Calandruccio, ICR Michelle Michalski, ICR (844) Shack-04 (844-742-2504) investor@shakeshack.com MEDIA CONTACT Kristyn Clark, Shake Shack kclark@shakeshack.com