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Shake Shack Inc. (SHAK) SEC Filing 8-K Material Event for the period ending Thursday, May 5, 2022

Shake Shack Inc.

CIK: 1620533 Ticker: SHAK
Exhibit 99.1
 shak-img_shakeshacklogoa16a.jpg
Shake Shack Announces First Quarter 2022 Financial Results
Total revenue of $203.4 million, up 31.0% versus 2021, including $196.8 million of Shack sales and $6.6 million of Licensing revenue.
System-wide sales of $309.5 million, up 35.6% versus 2021.
Same-Shack sales up 10.3% versus 2021.
Operating loss of $14.9 million.
Shack-level operating profit(1) of $29.9 million, or 15.2% of Shack sales.
Net loss of $11.3 million.
Adjusted EBITDA(1) of $9.6 million.
Net loss attributable to Shake Shack Inc. of $10.2 million, or a loss of $0.26 per share.
Adjusted pro forma net loss(1), of $8.2 million, or a loss of $0.19 per fully exchanged and diluted share.
7 domestic Company-operated Shack openings, including two drive-thru locations in Livonia, Michigan and Vineland Pointe, Florida. 6 Licensed Shack openings including first Shack in Nanjing, China.

NEW YORK, NY (Business Wire) — May 5, 2022 — Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK) has posted its results for the first quarter of 2022 in a Shareholder Letter in the Quarterly Results section of the Company's Investor Relations website, which can be found here: Q1 2022 Shake Shack Shareholder Letter.

Shake Shack will host a conference call at 5:00 p.m. ET. Hosting the call will be Randy Garutti, Chief Executive Officer, and Katherine Fogertey, Chief Financial Officer. The conference call can be accessed live over the phone by dialing (877) 407-0792, or for international callers by dialing (201) 689-8263. A replay of the call will be available until May 12, 2022 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13729452.

The live audio webcast of the conference call will be accessible in the Events & Presentations section on the Company's Investor Relations website at investor.shakeshack.com. An archived replay of the webcast will also be available shortly after the live event has concluded.

(1)Shack-level operating profit, Adjusted EBITDA and Adjusted pro forma net income (loss) are non-GAAP measures. A reconciliation to 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” below.


Exhibit 99.1
About Shake Shack
Shake Shack serves elevated versions of American classics using only the best ingredients. It’s known for its delicious made-to-order Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great value, warm hospitality, and a commitment to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread appeal. Shake Shack’s purpose is to Stand For Something Good®, from its premium ingredients and employee development, 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 380 locations in 32 U.S. States and the District of Columbia, including more than 100 international locations across London, Hong Kong, Shanghai, Singapore, Mexico City, Istanbul, Dubai, Tokyo, Seoul and more.

Skip the line with the Shack App, a mobile ordering app that lets you save time by ordering ahead! Guests can select their location, pick their food, choose a pickup time and their meal will be cooked-to-order and timed to arrival. Available on iOS and Android.
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

Definitions
The following definitions apply to these terms as used in this release:
"Shack sales" is defined as the aggregate sales of food, beverages, gift card breakage income and Shake Shack branded merchandise at domestic Company-operated Shacks and excludes sales from licensed Shacks.
“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.
"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 consecutive days that Shacks were temporarily closed, the comparative period was also adjusted.
"Shack-level operating profit," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.
"Shack-level operating profit margin," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses as a percentage of Shack sales.
“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 pro forma net income," 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 and may not be indicative of the Company's recurring business operations.


Exhibit 99.1

SHAKE SHACK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
March 30
2022
December 29
2021
ASSETS
Current assets:
Cash and cash equivalents$279,251 $302,406 
Marketable securities79,676 80,000 
Accounts receivable, net11,755 13,657 
Inventories3,780 3,850 
Prepaid expenses and other current assets12,155 9,763 
Total current assets386,617 409,676 
Property and equipment, net of accumulated depreciation of $236,933 and $222,768, respectively398,971 389,386 
Operating lease assets346,128 347,277 
Deferred income taxes, net304,166 298,668 
Other assets13,846 12,563 
TOTAL ASSETS$1,449,728 $1,457,570 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$13,395 $19,947 
Accrued expenses38,997 36,892 
Accrued wages and related liabilities16,032 14,638 
Operating lease liabilities, current36,951 35,519 
Other current liabilities20,586 14,501 
Total current liabilities125,961 121,497 
Long-term debt243,804 243,542 
Long-term operating lease liabilities399,487 400,113 
Liabilities under tax receivable agreement, net of current portion234,273 234,045 
Other long-term liabilities20,944 22,773 
Total liabilities1,024,469 1,021,970 
Commitments and contingencies
Stockholders' equity:
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of March 30, 2022 and December 29, 2021.— — 
Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,218,290 and
39,142,397 shares issued and outstanding as of March 30, 2022 and December 29, 2021, respectively.
39 39 
Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,911,587 and
2,921,587 shares issued and outstanding as of March 30, 2022 and December 29, 2021, respectively.
Additional paid-in capital406,981 405,940 
Retained earnings (accumulated deficit)(6,608)3,554 
Accumulated other comprehensive income (loss)— 
Total stockholders' equity attributable to Shake Shack Inc.400,415 409,537 
Non-controlling interests24,844 26,063 
Total equity425,259 435,600 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,449,728 $1,457,570 


Exhibit 99.1
SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in thousands, except per share amounts)
Thirteen Weeks Ended
March 30
2022
March 31
2021
Shack sales$196,791 96.8 %$150,668 97.0 %
Licensing revenue6,600 3.2 %4,614 3.0 %
TOTAL REVENUE203,391 100.0 %155,282 100.0 %
Shack-level operating expenses(1):
Food and paper costs59,884 30.4 %44,630 29.6 %
Labor and related expenses60,465 30.7 %46,382 30.8 %
Other operating expenses30,237 15.4 %23,144 15.4 %
Occupancy and related expenses16,276 8.3 %13,911 9.2 %
General and administrative expenses31,320 15.4 %19,565 12.6 %
Depreciation and amortization expense16,855 8.3 %13,726 8.8 %
Pre-opening costs2,712 1.3 %3,576 2.3 %
Impairment and loss on disposal of assets577 0.3 %369 0.2 %
TOTAL EXPENSES218,326 107.3 %165,303 106.5 %
LOSS FROM OPERATIONS(14,935)(7.3)%(10,021)(6.5)%
Other income (expense), net(289)(0.1)%31 — %
Interest expense(355)(0.2)%(515)(0.3)%
LOSS BEFORE INCOME TAXES(15,579)(7.7)%(10,505)(6.8)%
Benefit from income taxes(4,297)(2.1)%(11,080)(7.1)%
NET INCOME (LOSS)(11,282)(5.5)%575 0.4 %
Less: Net loss attributable to non-controlling interests(1,120)(0.6)%(734)(0.5)%
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.$(10,162)(5.0)%$1,309 0.8 %
Earnings (loss) per share of Class A common stock:
Basic$(0.26)$0.03 
Diluted$(0.26)$0.01 
Weighted average shares of Class A common stock outstanding:
Basic39,163 38,948 
Diluted39,163 42,789 
(1)As a percentage of Shack sales.



Exhibit 99.1
SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Thirteen Weeks Ended
March 30
2022
March 31
2021
OPERATING ACTIVITIES
Net income (loss) (including amounts attributable to non-controlling interests)$(11,282)$575 
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization expense16,855 13,726 
Amortization of debt issuance costs262 86 
Amortization of cloud computing asset332 313 
Non-cash operating lease cost13,681 12,330 
Equity-based compensation3,188 1,681 
Deferred income taxes5,719 (1,523)
Non-cash interest expense337 
Impairment and loss on disposal of assets577 369 
Unrealized loss on equity securities400 46 
Other non-cash income(1)(1)
Changes in operating assets and liabilities:
Accounts receivable1,902 626 
Inventories70 154 
Prepaid expenses and other current assets(2,392)(731)
Other assets(2,111)(216)
Accounts payable(2,862)1,474 
Accrued expenses(10,369)(9,420)
Accrued wages and related liabilities1,394 2,865 
Other current liabilities5,312 (158)
Long-term operating lease liabilities(11,726)(10,754)
Other long-term liabilities(985)(1,828)
NET CASH PROVIDED BY OPERATING ACTIVITIES7,969 9,951 
INVESTING ACTIVITIES
Purchases of property and equipment(27,974)(23,155)
Purchases of marketable securities(77)(4,073)
NET CASH USED IN INVESTING ACTIVITIES(28,051)(27,228)
FINANCING ACTIVITIES
Proceeds from issuance of convertible notes, net of discount— 243,750 
Deferred financing costs— (70)
Payments on principal of finance leases(747)(602)
Distributions paid to non-controlling interest holders(302)(467)
Debt issuance costs— (649)
Proceeds from stock option exercises84 6,451 
Employee withholding taxes related to net settled equity awards(2,108)(3,010)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES(3,073)245,403 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(23,155)228,126 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD302,406 146,873 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$279,251 $374,999 


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 U.S. generally accepted accounting principles (“GAAP”), the Company uses the following non-GAAP financial measures: Shack-level operating profit, Shack-level operating profit margin, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share (collectively the "non-GAAP financial measures").
Shack-Level Operating Profit
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.
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.



Exhibit 99.1
A reconciliation of Shack-level operating profit to Loss from Operations, the most directly comparable GAAP financial measure, is set forth below.
Thirteen Weeks Ended
(dollar amounts in thousands)March 30
2022
March 31
2021
Loss from operations$(14,935)$(10,021)
Less:
Licensing revenue6,600 4,614 
Add:
General and administrative expenses31,320 19,565 
Depreciation and amortization expense16,855 13,726 
Pre-opening costs2,712 3,576 
Impairment and loss on disposal of assets577 369 
Shack-level operating profit$29,929 $22,601 
Total revenue$203,391 $155,282 
Less: Licensing revenue6,600 4,614 
Shack sales$196,791 $150,668 
Shack-level operating profit margin(1,2)
15.2%15.0%
(1)As a percentage of Shack sales.
(2)For the thirteen weeks ended March 30, 2022, Shack-level operating profit margin includes a $1,281 cumulative catch-up adjustment for gift card breakage income, recognized in Shack sales. The benefit from the cumulative catch-up resulted in a 0.5% increase to Shack-level operating profit margin.


Exhibit 99.1
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
EBITDA and Adjusted EBITDA
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 cost, Impairment and 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.




Exhibit 99.1
A reconciliation of EBITDA and adjusted EBITDA to Net income (loss) the most directly comparable GAAP measure, is set forth below.
Thirteen Weeks Ended
(dollar amounts in thousands)March 30
2022
March 31
2021
Net income (loss)$(11,282)$575 
Depreciation and amortization expense16,855 13,726 
Interest expense, net355 515 
Benefit from income taxes(4,297)(11,080)
EBITDA$1,631 $3,736 
Equity-based compensation3,188 1,681 
Amortization of cloud-based software implementation costs332 313 
Deferred lease costs(1)
(877)204 
Impairment and loss on disposal of assets577 369 
Debt offering related costs(2)
— 236 
Legal settlement6,000 595 
Gift card breakage cumulative catch-up adjustment(1,281)— 
ADJUSTED EBITDA$9,570 $7,134 
Adjusted EBITDA margin(3)
4.7 %4.6 %
(1)Reflects the extent to which lease expense is greater than or less than contractual fixed base rent.
(2)Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees.
(3)Calculated as a percentage of Total revenue, which was $203.4 million and $155.3 million for the thirteen weeks ended March 30, 2022 and March 31, 2021, 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 income (loss) 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 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 earnings (loss) per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income (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 income (loss) and adjusted pro forma earnings (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 income (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 income (loss) and adjusted pro forma earnings (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 income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share should not be considered alternatives to Net income (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 attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the Net income (loss) attributable to Shake Shack Inc. Adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share should be evaluated in conjunction with GAAP financial results.



Exhibit 99.1
A reconciliation of adjusted pro forma net income (loss) to Net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings (loss) per fully exchanged and diluted share are set forth below.
Thirteen Weeks Ended
(in thousands, except per share amounts)March 30
2022
March 31
2021
Numerator:
Net income (loss) attributable to Shake Shack Inc$(10,162)$1,309 
Adjustments:
Reallocation of net loss attributable to non-controlling interests from the assumed exchange of LLC Interests(1)
(1,120)(734)
Legal settlement6,000 595 
Debt offering related costs(2)
— 236 
Revolving Credit Facility amendments related costs(3)
— 323 
Gift card breakage cumulative catch-up adjustment(1,281)— 
Impact to income tax benefit(4)
(1,595)24 
Adjusted pro forma net income (loss)$(8,158)$1,753 
Denominator:
Weighted-average shares of Class A common stock outstanding—diluted39,163 42,789 
Adjustments:
Assumed exchange of LLC Interests for shares of Class A common stock(1)
2,920 — 
Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted42,083 42,789 
Adjusted pro forma earnings (loss) per fully exchanged share—diluted$(0.19)$0.04 
Thirteen Weeks Ended
March 30
2022
March 31
2021
Earnings (loss) per share of Class A common stock—diluted$(0.26)$0.01 
Assumed exchange of LLC Interests for shares of Class A common stock(1)
(0.01)— 
Non-GAAP adjustments(5)
0.08 0.03 
Adjusted pro forma earnings (loss) per fully exchanged share—diluted$(0.19)$0.04 
(1)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.
(2)Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees.
(3)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.
(4)Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 24.9% and 118.8% for the thirteen weeks ended March 30, 2022 and March 31, 2021, 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.
(5)Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted Pro Forma Net Income (Loss) above for further details.

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Ticker: SHAK
CIK: 1620533
Form Type: 8-K Corporate News
Accession Number: 0001620533-22-000029
Submitted to the SEC: Thu May 05 2022 4:08:56 PM EST
Accepted by the SEC: Thu May 05 2022
Period: Thursday, May 5, 2022
Industry: Retail Eating And Drinking Places
Events:
  1. Earnings Release
  2. Financial Exhibit
  3. Regulated Disclosure

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