Exhibit 99.1
Shake Shack Announces Fourth Quarter
and Fiscal Year Ended 2018 Financial Results
- Fourth Quarter Total Revenue
Grew 29.3% -
- Fourth Quarter Same-Shack Sales
Increased 2.3% -
- Fiscal 2018 Total Revenue Grew
28.0% -
- System-wide Year-Over-Year Unit
Growth of 31% -
NEW YORK, NY (Business Wire) —
February 25, 2019 — Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK), today
reported financial results for the fourth quarter and the fiscal year ended December 26, 2018, periods that included 13 and
52 weeks, respectively.
Financial Highlights for the Fourth
Quarter 2018:
| ▪ | Total revenue increased 29.3% to $124.3 million. |
| ▪ | Shack sales increased 29.6% to $120.7 million. |
| ▪ | Same-Shack sales increased 2.3%. |
| ▪ | Shack system-wide sales increased 27.2% to $178.9 million |
| ▪ | Operating income was $2.8 million, or 2.3% of total revenue, which included the impact
of costs associated with Project Concrete and other one-time items totaling $0.7 million. |
| ▪ | Shack-level operating profit*, a non-GAAP measure, increased 15.6% to $27.2 million, or 22.5% of Shack sales. |
| ▪ | 20 net system-wide Shack openings, including 17 domestic company-operated Shacks and three net licensed Shacks. |
Financial Highlights for the Fiscal
Year 2018:
| ▪ | Total revenue increased 28.0% to $459.3 million. |
| ▪ | Shack sales increased 28.6% to $445.6 million. |
| ▪ | Same-Shack sales increased 1.0%. |
| ▪ | Shack system-wide sales increased 26.3% to $671.9 million |
| ▪ | Operating income was $31.7 million, or 6.9% of total revenue, which included the
impact of costs associated with Project Concrete and other one-time items totaling $3.9 million. |
| ▪ | Shack-level operating profit*, a non-GAAP measure, increased 22.3% to $112.9 million, or 25.3% of Shack sales. |
| ▪ | Net income was $21.9 million and net income attributable to Shake Shack Inc. was $15.2 million, or $0.52
per diluted share. |
| ▪ | Adjusted EBITDA*, a non-GAAP measure, increased 14.2% to $73.9 million. |
| ▪ | Adjusted pro forma net income*, a non-GAAP measure, increased 28.0% to $26.9 million, or $0.71 per fully exchanged and diluted
share. |
| ▪ | 49 net system-wide Shack openings, including 34 domestic company-operated Shacks and 15 net licensed
Shacks, representing a net 30.8% increase in system-wide Shack count. |
* Shack-level operating profit,
adjusted EBITDA and adjusted pro forma net income are non-GAAP measures. Reconciliations of Shack-level operating profit to operating
income, adjusted EBITDA to net income (loss), and adjusted pro forma net income 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.”
Randy Garutti, Chief Executive Officer of Shake Shack,
stated, “2018 was another year of exceptional growth and I couldn’t be more proud of the entire Shake Shack team. We
opened a record number of Shacks and drove strong revenue and profits while continuing to build the foundation for sustainable
long-term growth ahead."
Garutti concluded, “Looking ahead, in 2019 we expect
another year of record unit growth with 36 to 40 new company-operated Shacks, 16 to 18 net new licensed Shacks with our international
growth focused on Asia and our entry into the new markets of mainland China, Singapore, the Philippines and Mexico. We will be
focused on core strategic commitments of investing in our people, creating an exceptional guest experience, cultivating a connected
community and innovating our company for the growth ahead.”
Development Highlights
During the quarter, the Company opened
17 domestic company-operated Shacks, which included the Company's first Shacks in Seattle at South Lake Union and Palo Alto at
the Stanford Shopping Center, as well as deepening its roots in existing markets across the country. Additionally, the Company
opened two international licensed Shacks during the quarter, including the Company's second Shack in Hong Kong, and a domestic
licensed Shack at LaGuardia Airport, marking the Company's 200th Shack.
| Location |
|
Type |
|
Opening Date |
| Fort Lauderdale, FL— Fort Lauderdale |
|
Domestic Company-Operated |
|
October 8 |
| Seattle, WA — South Lake Union |
|
Domestic Company-Operated |
|
October 11 |
| Hartsdale, NY — Hartsdale |
|
Domestic Company-Operated |
|
October 14 |
| Philadelphia, PA — Midtown Village |
|
Domestic Company-Operated |
|
October 23 |
| Thousand Oaks, CA — Westlake Village |
|
Domestic Company-Operated |
|
October 23 |
| Edina, MN — Southdale |
|
Domestic Company-Operated |
|
October 30 |
| Arlington, VA — Ballston |
|
Domestic Company-Operated |
|
November 11 |
| Chicago, IL — Wrigleyville |
|
Domestic Company-Operated |
|
November 13 |
| Charlotte, NC — Blakeney |
|
Domestic Company-Operated |
|
November 13 |
| Hong Kong, China — Pacific Place |
|
International Licensed |
|
November 21 |
| Oak Brook, IL — Oak Brook |
|
Domestic Company-Operated |
|
November 30 |
| Queens, NY — LaGuardia Airport, Terminal B |
|
Domestic Licensed |
|
December 1 |
| Subhan Area, Kuwait— Al Murouj |
|
International Licensed |
|
December 5 |
| Palo Alto, CA — Stanford Shopping Center |
|
Domestic Company-Operated |
|
December 15 |
| Burbank, CA — Burbank |
|
Domestic Company-Operated |
|
December 17 |
| New York, NY — Harlem |
|
Domestic Company-Operated |
|
December 18 |
| Miami, FL — The Falls |
|
Domestic Company-Operated |
|
December 19 |
| Houston, TX — Montrose |
|
Domestic Company-Operated |
|
December 20 |
| Southlake, TX — Southlake |
|
Domestic Company-Operated |
|
December 23 |
| Irving, TX — Las Colinas |
|
Domestic Company-Operated |
|
December 23 |
Subsequent to the end of the quarter,
the Company opened one domestic company-operated Shack and three international licensed locations, which included its first in
Shanghai, and two domestic licensed Shacks in airports, which were at Dallas Fort Worth Airport and Phoenix Sky Harbor Airport.
Fourth Quarter 2018 Review
Total revenue, which includes Shack
sales and licensing revenue, increased 29.3% to $124.3 million in the fourth quarter of 2018 from $96.1 million for the fourth
quarter of 2017. Shack sales for the fourth quarter of 2018 were $120.7 million, an increase of 29.6% from $93.1 million in the
same quarter last year due primarily to the opening of 34 new domestic company-operated Shacks between the fourth quarter of 2018
and the fourth quarter of 2017, as well as same-Shack sales growth. Licensing revenue for the fourth quarter was $3.5 million,
an increase of 17.9% from $3.0 million in the same quarter last year, primarily due to the opening of 15 net new licensed Shacks
between the fourth quarter of 2018 and the fourth quarter of 2017 and the initial strength of newer Shacks in Hong Kong and Japan.
Same-Shack sales increased 2.3% for
the fourth quarter of 2018 versus 0.8% growth in the fourth quarter last year, which was primarily driven by a combined increase
of 2.6% in price and sales mix partially offset by decreased guest traffic of 0.3%. The comparable Shack base includes those restaurants
open for 24 full fiscal months or longer. At the end of the fourth quarter of 2018, the comparable Shack base included 61 Shacks
versus 43 Shacks for the fourth quarter of 2017.
Average weekly sales for domestic
company-operated Shacks decreased to $81,000 for the fourth quarter of 2018 compared to $85,000 for the same quarter last year,
primarily due to the addition of newer Shacks at a broader range of average unit volumes.
Operating income decreased to $2.8
million for the fourth quarter of 2018 from $5.8 million in the same quarter last year. As a percentage of revenue, operating income
margins decreased 380 basis points to 2.3%. These decreases were primarily due to higher pre-opening costs
from a 55% increase in the number of openings, $0.7 million of one-time costs related to Project Concrete, the Company's enterprise-wide
system upgrade initiative, and various factors impacting Shack-level operating profit. Shack-level operating profit, a non-GAAP
measure, increased 15.6% to $27.2 million for the fourth quarter of 2018 from $23.5 million in the same quarter last year. As a
percentage of Shack sales, Shack-level operating profit margins decreased 270 basis points to 22.5% primarily due to (i) increased
labor and related expenses resulting from ongoing increases in minimum wages, regulatory factors, such as the Fair Workweek legislation
in New York City, and the opening of 17 new domestic company-operated Shacks during the quarter, which typically carry
higher labor costs during the first few months of operations; (ii) commissions paid as part of integrated delivery pilots during
the quarter, for which no costs were incurred in the same quarter last year; and (iii) the addition of new Shacks at a broader
range of average unit volumes. These were partially offset by a decrease in rent expense due to an increase in the number of leases
where the Company is deemed to be the accounting owner and for which less rent expense is recognized. A reconciliation of operating
income to Shack-level operating profit, 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 30.2% to $15.2 million for the fourth quarter of 2018 from $11.7 million in the same quarter last year, primarily due
to the increase in the Company's investment across the business, particularly in digital, people resources and foundational
infrastructure to support its ongoing growth initiatives, including costs of $0.7 million related to Project Concrete and other
one-time charges. As a percentage of total revenue, general and administrative expenses increased to 12.2% for the fourth quarter
of 2018 from 12.1% in the fourth quarter last year, primarily due to the aforementioned items.
Net loss was $0.5 million for the
fourth quarter of 2018 compared to a loss of $11.0 million for the same period last year. Net loss attributable to Shake Shack
Inc. was $1.0 million, or $0.03 per diluted share, for the fourth quarter of 2018, compared to a loss of $12.5 million, or $0.47
per diluted share, for the same period last year. This increase was primarily due to the Tax Cuts and Jobs Act of 2017 (the "TCJA")
that was enacted into law in December 2017, which resulted in an additional $138.6 million of income tax expense and
a related benefit of $125.9 million related to the remeasurement of the Company's deferred tax assets and liabilities under its
tax receivable agreement. There were no such adjustments in the current year.
Adjusted EBITDA, a non-GAAP measure,
decreased 3.2% to $14.5 million. As a percentage of total revenue, adjusted EBITDA margins decreased approximately 390 basis points
to 11.6% compared to 15.5% for the prior year period. These decreases were primarily due to the aforementioned items
within Shack-level operating profit. A reconciliation of net income (loss) to adjusted EBITDA, the most directly comparable GAAP
financial measure, is set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures.”
Adjusted pro forma net income, a
non-GAAP measure, was $2.4 million, or $0.06 per fully exchanged and diluted share during the fourth quarter of 2018, compared
to $3.9 million, or $0.10 per diluted share during the fourth quarter of 2017. These decreases were primarily due to
the aforementioned items within operating income and Shack-level operating profit. A reconciliation of net income (loss) attributable
to Shake Shack Inc. to adjusted pro forma net income is set forth in the schedules accompanying this release. See “Non-GAAP
Financial Measures.”
Fiscal Year 2018 Review
Total revenue,which includes Shack
sales and licensing revenue, increased 28.0% to $459.3 million for fiscal 2018 from $358.8 million for fiscal 2017. Shack sales
for fiscal 2018 were $445.6 million, an increase of 28.6% from fiscal 2017 due primarily to the opening of 34 new domestic company-operated
Shacks during fiscal 2018, as well as same-Shack sales growth. Licensing revenue for fiscal 2018 was $13.7 million, an increase
of 10.5% from $12.4 million for fiscal 2017, primarily due to the opening of 15 net new licensed Shacks during fiscal 2018 and
strong performance in Asia, including the initial strength of newer Shacks in Hong Kong and Japan.
Same-Shack sales increased 1.0% for fiscal 2018 versus
a 1.2% decline in the prior year, which was primarily driven by a combined increase of 3.7% in price and sales mix partially offset
by decreased guest traffic of 2.7%. At the end of fiscal 2018, the comparable Shack base included 61 Shacks, compared to 43 Shacks
for fiscal 2017.
Average unit volume for domestic
company-operated Shacks was $4.4 million for 2018 compared to $4.6 million for the prior year, a 4.5% decrease, primarily due to
the addition of newer Shacks at lower average unit volumes.
Operating income decreased to $31.7
million for fiscal 2018 from $33.8 million for fiscal 2017 and operating income margins decreased 250 basis points
to 6.9% , which included $3.9 million of one-time charges, comprised of a legal settlement of $1.2 million and costs related
to Project Concrete. Shack-level operating profit, a non-GAAP measure, increased 22.3% to $112.9 million for fiscal 2018 from $92.3
million for fiscal 2017. As a percentage of Shack sales, Shack-level operating profit margins decreased approximately 130 basis
points to 25.3% primarily due to (i) increased labor and related expenses resulting from ongoing increases in minimum wages,
regulatory factors, such as the Fair Workweek legislation in New York City, and the opening of 34 new domestic company-operated
Shacks during fiscal 2018, which typically carry higher labor costs during the first few months of operations; (ii) commissions
paid as part of integrated delivery pilots, for which no costs were incurred in the same quarter last year; (iii) higher repair
and maintenance costs related to some mature, high-volume Shacks; and (iv) the addition of new Shacks at a broader range of average
unit volumes. These were partially offset by a decrease in rent expense due to an increase in the number of leases where the Company
is deemed to be the accounting owner and for which less rent expense is recognized. A reconciliation of operating income to Shack-level
operating profit, 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 to $52.7 million for fiscal 2018 from $39.0 million for fiscal 2017, primarily due to the increase in the Company's
investment across the business, particularly the addition of headcount to support its ongoing growth initiatives and $3.9 million
of one-time charges, including a legal settlement of $1.2 million and costs related to Project Concrete. As a percentage of total
revenue, general and administrative expenses increased to 11.5% for fiscal 2018 from 10.9% in fiscal 2017, primarily due to the
aforementioned items. Excluding the costs associated with Project Concrete and other one-time charges, general and administrative
expenses as a percentage of revenue would have decreased to 10.6% for fiscal 2018.
Net income was $21.9 million for
fiscal 2018 compared to income of $8.9 million for fiscal 2017. Net income attributable to Shake Shack Inc. was $15.2 million,
or $0.52 per diluted share, for fiscal 2018, compared to a loss of $0.3 million, or $0.01 per diluted share, for fiscal 2017. This
increase was primarily due to he Tax Cuts and Jobs Act of 2017 (the "TCJA") that was enacted into law in December 2017,
which resulted in an additional $138.6 million of income tax expense and a related benefit of $125.9 million related
to the remeasurement of the Company's deferred tax assets and liabilities under its tax receivable agreement. There were no such
adjustments in the current year.
Adjusted EBITDA, a non-GAAP measure,
increased 14.2% to $73.9 million from $64.7 million for the fiscal year. As a percentage of total revenue, adjusted EBITDA decreased
roughly 190 basis points to 16.1% compared to 18.0% for the year ago period. This decrease was primarily due to the aforementioned
items within Shack-level operating profit. A reconciliation of net income (loss) to adjusted EBITDA, the most directly comparable
GAAP financial measure, is set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures.”
Adjusted pro forma net income, a
non-GAAP measure, was $26.9 million, or $0.71 per fully exchanged and diluted share for fiscal 2018, compared to $21.0 million,
or $0.57 per fully exchanged and diluted share for fiscal 2017. A reconciliation of net income (loss) attributable to Shake Shack
Inc. to adjusted pro forma net income is set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures.”
2019 Guidance
For the fiscal year ending December 25,
2019, the Company is providing the following financial outlook:
| ▪ | Total revenue of between $570 million and $576 million, inclusive of licensing revenue. |
| ▪ | Licensing revenue of between $15 million and $16 million. |
| ▪ | Same-Shack sales of between 0% and 1%, which includes approximately 1.5% of menu price increases taken in December 2018. |
| ▪ | Between 36 and 40 new domestic company-operated Shacks to be opened in fiscal 2019. |
| ▪ | Between 16 and 18 net new licensed Shacks to be opened in fiscal 2019. |
| ▪ | Average annual sales volume for total domestic company-operated Shacks is expected to be between $4.0 million and $4.1
million. |
| ▪ | Shack-level operating profit margin between 23.0% and 24.0%, which includes approximately 50 basis points of unfavorable
impact from the
adoption of the new |
lease accounting standard.
| ▪ | Total general and administrative expenses of between $66.4 million and $68.2 million, which is comprised of: |
| ◦ | Between $56 million and $57 million of core general and administrative expenses; |
| ◦ | Between $7.4 million and $7.7 million of equity-based compensation; |
| ◦ | Between $3.0 million and $3.5 million of primarily one-time costs related to Project Concrete,
the Company's operational and financial systems upgrade initiative, with approximately $4 million of capital spend in 2019. |
| ▪ | Depreciation expense of between $41 million and $42 million. |
| ▪ | Pre-opening costs of between $13 million and $14 million. |
| ▪ | Interest expense of between $0.3 million and $0.4 million. |
| ▪ | Adjusted pro forma effective tax rate of between 26.5% and 27.5%. |
2020 Targets
Beginning in February 2018, the Company
provided 2020 targets around total revenue and system-wide Shack openings, which it continues to target the following:
| ▪ | At least 200 domestic company-operated Shacks and at least 120 global licensed Shacks, and |
| ▪ | Over $700 million in total revenue. |
Earnings Conference Call
As previously announced, the Company
will host a conference call to discuss its fourth quarter and fiscal year 2018 financial results today at 5:00 p.m. ET.
The conference call can be accessed
live over the phone by dialing (800) 239-9838 or for international callers by dialing (323) 794-2551. A replay will be available
after the call and can be accessed by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode
is 4435961. The replay will be available until March 1, 2019.
The conference call will also be
webcast live from the Company's Investor Relations website at http://investor.shakeshack.com. An archive of the webcast will be
available at the same location on the website shortly after the call 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 and beverages in 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.
"Average unit volume" or
"AUV" for any 12-month period consist of the average annualized sales of all domestic company-operated Shacks over that
period. AUV is calculated by dividing total Shack sales from domestic company-operated Shacks by the number of domestic company-operated
Shacks open during that period. For Shacks that are not open for the entire period, fractional adjustments are made to the number
of Shacks open such that it corresponds to the period of associated sales. The measurement of AUV allows the Company to assess
changes in guest traffic and per transaction patterns at domestic company-operated Shacks.
"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.
"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 before net interest, taxes, depreciation and amortization.
“Adjusted EBITDA,” a
non-GAAP measure, is defined as net income before net interest, taxes, depreciation and amortization, which also excludes equity-based
compensation expense, deferred rent expense, losses on the disposal of property and equipment, as well as certain non-recurring
items that the Company does not believe directly reflect its core operations.
“Adjusted EBITDA margin,”
a non-GAAP measure, is defined as net income before net interest, taxes, depreciation and amortization, which also excludes equity-based
compensation expense, deferred rent expense, losses on the disposal of property and equipment, as well as certain non-recurring
items that the Company does not believe directly reflect its core operations, as a percentage of revenue.
"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
items that the Company does not believe directly reflect its core operations.
About Shake Shack
Shake Shack is a modern day “roadside”
burger stand known for its 100% all-natural Angus beef burgers, chicken sandwiches and flat-top Vienna beef dogs (no hormones or
antibiotics - ever), spun-fresh frozen custard, crinkle cut fries, craft beer and wine and more. With its fresh, simple, high-quality
food at a great value, Shake Shack is a fun and lively community gathering place with widespread appeal. Shake Shack’s mission
is to Stand for Something Good®, from its premium ingredients and caring hiring practices to its inspiring designs
and deep community investment. Since the original Shack opened in 2004 in NYC’s Madison Square Park, the company has expanded
to more than 200 locations in 26 U.S. States and the District of Columbia, in more than 70 international locations across London,
Hong Kong, Istanbul, Dubai, Tokyo, Moscow, Seoul and more.
Investor Contact:
Melissa Calandruccio, ICR
Michelle Epstein, ICR
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com
Media Contact:
Kristyn Clark, Shake Shack
(646) 747-8776
kclark@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. All
statements other than statements of historical fact included in this press release are forward-looking statements, including, but
not limited to, expected financial guidance for fiscal 2019, 2020 targets, 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 their 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 26, 2018 filed with the Securities and Exchange Commission ("SEC"). All of the Company's SEC
filings are available online at www.sec.gov, www.shakeshake.com or upon request from Shake Shack Inc. The forward-looking statements
included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update or
revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by
law.
SHAKE SHACK INC.
CONSOLIDATED STATEMENTS OF INCOME
(LOSS)
(UNAUDITED)
(in thousands, except per share amounts)
| | |
Fiscal Quarter Ended | | |
Fiscal Year Ended | |
| | |
December 26
2018 | | |
December 27
2017 | | |
December 26
2018 | | |
December 27
2017 | |
| Shack sales | |
$ | 120,720 | | |
| 97.1 | % | |
$ | 93,130 | | |
| 96.9 | % | |
$ | 445,589 | | |
| 97.0 | % | |
$ | 346,388 | | |
| 96.5 | % |
| Licensing revenue | |
| 3,545 | | |
| 2.9 | % | |
| 3,006 | | |
| 3.1 | % | |
| 13,721 | | |
| 3.0 | % | |
| 12,422 | | |
| 3.5 | % |
| TOTAL REVENUE | |
| 124,265 | | |
| 100.0 | % | |
| 96,136 | | |
| 100.0 | % | |
| 459,310 | | |
| 100.0 | % | |
| 358,810 | | |
| 100.0 | % |
| Shack-level operating expenses(1): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Food and paper costs | |
| 34,760 | | |
| 28.8 | % | |
| 26,691 | | |
| 28.7 | % | |
| 126,096 | | |
| 28.3 | % | |
| 98,337 | | |
| 28.4 | % |
| Labor and related expenses | |
| 34,443 | | |
| 28.5 | % | |
| 25,048 | | |
| 26.9 | % | |
| 122,094 | | |
| 27.4 | % | |
| 91,740 | | |
| 26.5 | % |
| Other operating expenses | |
| 15,247 | | |
| 12.6 | % | |
| 10,425 | | |
| 11.2 | % | |
| 51,783 | | |
| 11.6 | % | |
| 35,805 | | |
| 10.3 | % |
| Occupancy and related expenses | |
| 9,089 | | |
| 7.5 | % | |
| 7,456 | | |
| 8.0 | % | |
| 32,710 | | |
| 7.3 | % | |
| 28,197 | | |
| 8.1 | % |
| General and administrative expenses | |
| 15,173 | | |
| 12.2 | % | |
| 11,651 | | |
| 12.1 | % | |
| 52,720 | | |
| 11.5 | % | |
| 39,003 | | |
| 10.9 | % |
| Depreciation expense | |
| 8,095 | | |
| 6.5 | % | |
| 6,094 | | |
| 6.3 | % | |
| 29,000 | | |
| 6.3 | % | |
| 21,704 | | |
| 6.0 | % |
| Pre-opening costs | |
| 4,248 | | |
| 3.4 | % | |
| 2,642 | | |
| 2.7 | % | |
| 12,279 | | |
| 2.7 | % | |
| 9,603 | | |
| 2.7 | % |
| Loss on disposal of property and equipment | |
| 374 | | |
| 0.3 | % | |
| 291 | | |
| 0.3 | % | |
| 917 | | |
| 0.2 | % | |
| 608 | | |
| 0.2 | % |
| TOTAL EXPENSES | |
| 121,429 | | |
| 97.7 | % | |
| 90,298 | | |
| 93.9 | % | |
| 427,599 | | |
| 93.1 | % | |
| 324,997 | | |
| 90.6 | % |
| OPERATING INCOME | |
| 2,836 | | |
| 2.3 | % | |
| 5,838 | | |
| 6.1 | % | |
| 31,711 | | |
| 6.9 | % | |
| 33,813 | | |
| 9.4 | % |
| Other income, net | |
| 444 | | |
| 0.4 | % | |
| 127,501 | | |
| 132.6 | % | |
| 1,514 | | |
| 0.3 | % | |
| 128,123 | | |
| 35.7 | % |
| Interest expense | |
| (645 | ) | |
| (0.5 | )% | |
| (499 | ) | |
| (0.5 | )% | |
| (2,415 | ) | |
| (0.5 | )% | |
| (1,643 | ) | |
| (0.5 | )% |
| INCOME BEFORE INCOME TAXES | |
| 2,635 | | |
| 2.1 | % | |
| 132,840 | | |
| 138.2 | % | |
| 30,810 | | |
| 6.7 | % | |
| 160,293 | | |
| 44.7 | % |
| Income tax expense | |
| 3,183 | | |
| 2.6 | % | |
| 143,872 | | |
| 149.7 | % | |
| 8,862 | | |
| 1.9 | % | |
| 151,409 | | |
| 42.2 | % |
| NET INCOME (LOSS) | |
| (548 | ) | |
| (0.4 | )% | |
| (11,032 | ) | |
| (11.5 | )% | |
| 21,948 | | |
| 4.8 | % | |
| 8,884 | | |
| 2.5 | % |
| Less: net income attributable to non-controlling interests | |
| 410 | | |
| 0.3 | % | |
| 1,431 | | |
| 1.5 | % | |
| 6,769 | | |
| 1.5 | % | |
| 9,204 | | |
| 2.6 | % |
| NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC. | |
$ | (958 | ) | |
| (0.8 | )% | |
$ | (12,463 | ) | |
| (13.0 | )% | |
$ | 15,179 | | |
| 3.3 | % | |
$ | (320 | ) | |
| (0.1 | )% |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Earnings (loss) per share of Class A common stock: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.03 | ) | |
| | | |
$ | (0.47 | ) | |
| | | |
$ | 0.54 | | |
| | | |
$ | (0.01 | ) | |
| | |
| Diluted | |
$ | (0.03 | ) | |
| | | |
$ | (0.47 | ) | |
| | | |
$ | 0.52 | | |
| | | |
$ | (0.01 | ) | |
| | |
| Weighted-average shares of Class A common stock outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 29,408 | | |
| | | |
| 26,305 | | |
| | | |
| 28,299 | | |
| | | |
| 25,876 | | |
| | |
| Diluted | |
| 29,408 | | |
| | | |
| 26,305 | | |
| | | |
| 29,179 | | |
| | | |
| 25,876 | | |
| | |
| (1) | As a percentage of Shack sales. |
SHAKE SHACK INC.
SELECTED BALANCE SHEET AND OPERATING
DATA
(UNAUDITED)
(dollar amounts in thousands)
| | |
December 26
2018 | | |
December 27
2017 | |
| SELECTED BALANCE SHEET DATA: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 24,750 | | |
$ | 21,507 | |
| Marketable securities | |
$ | 62,113 | | |
$ | 63,036 | |
| Total assets | |
$ | 610,532 | | |
$ | 470,606 | |
| Total liabilities | |
$ | 337,077 | | |
$ | 246,127 | |
| Total equity | |
$ | 273,455 | | |
$ | 224,479 | |
| | |
Fiscal
Quarter Ended | | |
Fiscal
Year Ended | |
| | |
December
26
2018 | | |
December
27
2017 | | |
December
26
2018 | | |
December
27
2017 | |
| SELECTED
OPERATING DATA: | |
| | | |
| | | |
| | | |
| | |
| Same-Shack
sales growth | |
| 2.3 | % | |
| 0.8 | % | |
| 1.0 | % | |
| (1.2 | )% |
| Shacks
in the comparable base | |
| 61 | | |
| 43 | | |
| 61 | | |
| 43 | |
| | |
| | | |
| | | |
| | | |
| | |
| Shack
system-wide sales(1) | |
$ | 178,939 | | |
$ | 140,622 | | |
$ | 671,926 | | |
$ | 532,137 | |
| | |
| | | |
| | | |
| | | |
| | |
| Average
weekly sales | |
| | | |
| | | |
| | | |
| | |
| Domestic
company-operated | |
$ | 81 | | |
$ | 85 | | |
$ | 84 | | |
$ | 88 | |
| | |
| | | |
| | | |
| | | |
| | |
| Average
unit volumes: | |
| | | |
| | | |
| | | |
| | |
| Domestic
company-operated | |
| n/a | | |
| n/a | | |
$ | 4,390 | | |
$ | 4,598 | |
| International
licensed | |
| n/a | | |
| n/a | | |
$ | 3,047 | | |
$ | 3,176 | |
| | |
| | | |
| | | |
| | | |
| | |
| Shack-level
operating profit(2) | |
$ | 27,181 | | |
$ | 23,510 | | |
$ | 112,906 | | |
$ | 92,309 | |
| Shack-level
operating profit margin(2) | |
| 22.5 | % | |
| 25.2 | % | |
| 25.3 | % | |
| 26.6 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted
EBITDA(2) | |
$ | 14,461 | | |
$ | 14,944 | | |
$ | 73,850 | | |
$ | 64,664 | |
| Adjusted
EBITDA margin(2) | |
| 11.6 | % | |
| 15.5 | % | |
| 16.1 | % | |
| 18.0 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Capital
expenditures | |
$ | 27,381 | | |
$ | 20,354 | | |
$ | 87,525 | | |
$ | 61,533 | |
| | |
| | | |
| | | |
| | | |
| | |
| Shack
counts (at end of period): | |
| | | |
| | | |
| | | |
| | |
| System-wide | |
| 208 | | |
| 159 | | |
| 208 | | |
| 159 | |
| Domestic
company-operated | |
| 124 | | |
| 90 | | |
| 124 | | |
| 90 | |
| Domestic
licensed | |
| 12 | | |
| 10 | | |
| 12 | | |
| 10 | |
| International
licensed | |
| 72 | | |
| 59 | | |
| 72 | | |
| 59 | |
| (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 Shack sales from domestic
company-operated Shacks and licensing revenue based on a percentage of sales from domestic and international licensed Shacks. |
| (2) | Shack-level operating profit and adjusted EBITDA are non-GAAP measures. Reconciliations of Shack-level
operating profit to operating income and adjusted EBITDA to net income (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.” |
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
To supplement the consolidated financial
statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”),
the Company uses the following non-GAAP financial measures: Shack-level operating profit, Shack-level operating profit margin,
EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged
and diluted share (collectively the "non-GAAP financial measures").
Shack-Level Operating Profit
Shack-level operating profit is defined
as Shack sales less Shack-level operating expenses including food and paper costs, labor and related expenses, other operating
expenses and occupancy and related expenses.
How This Measure Is Useful
When used in conjunction with GAAP
financial measures, Shack-level operating profit and Shack-level operating profit margin are supplemental measures of operating
performance that the Company believes are useful measures to evaluate the performance and profitability of its Shacks. Additionally,
Shack-level operating profit and Shack-level operating profit margin are key metrics used internally by management to develop internal
budgets and forecasts, as well as assess the performance of its Shacks relative to budget and against prior periods. It is also
used to evaluate employee compensation as it serves as a metric in certain performance-based employee bonus arrangements. The Company
believes presentation of Shack-level operating profit and Shack-level operating profit margin provides investors with a supplemental
view of its operating performance that can provide meaningful insights to the underlying operating performance of the Shacks, as
these measures depict the operating results that are directly impacted by the Shacks and exclude items that may not be indicative
of, or are unrelated to, the ongoing operations of the Shacks. It may also assist investors to evaluate the Company's performance
relative to peers of various sizes and maturities and provides greater transparency with respect to how management evaluates the
business, as well as the financial and operational decision-making.
Limitations of the Usefulness
of this Measure
Shack-level operating profit and
Shack-level operating profit margin 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 below.
| | |
Fiscal
Quarter Ended | | |
Fiscal
Year Ended | |
| (dollar
amounts in thousands) | |
December
26
2018 | | |
December
27
2017 | | |
December
26
2018 | | |
December
27
2017 | |
| Operating
income | |
$ | 2,836 | | |
$ | 5,838 | | |
$ | 31,711 | | |
$ | 33,813 | |
| Less: | |
| | | |
| | | |
| | | |
| | |
| Licensing
revenue | |
| 3,545 | | |
| 3,006 | | |
| 13,721 | | |
| 12,422 | |
| Add: | |
| | | |
| | | |
| | | |
| | |
| General
and administrative expenses | |
| 15,173 | | |
| 11,651 | | |
| 52,720 | | |
| 39,003 | |
| Depreciation
expense | |
| 8,095 | | |
| 6,094 | | |
| 29,000 | | |
| 21,704 | |
| Pre-opening
costs | |
| 4,248 | | |
| 2,642 | | |
| 12,279 | | |
| 9,603 | |
| Loss
on disposal of property and equipment | |
| 374 | | |
| 291 | | |
| 917 | | |
| 608 | |
| Shack-level
operating profit | |
$ | 27,181 | | |
$ | 23,510 | | |
$ | 112,906 | | |
$ | 92,309 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total
revenue | |
$ | 124,265 | | |
$ | 96,136 | | |
$ | 459,310 | | |
$ | 358,810 | |
| Less:
licensing revenue | |
| 3,545 | | |
| 3,006 | | |
| 13,721 | | |
| 12,422 | |
| Shack
sales | |
$ | 120,720 | | |
$ | 93,130 | | |
$ | 445,589 | | |
$ | 346,388 | |
| | |
| | | |
| | | |
| | | |
| | |
| Shack-level
operating profit margin | |
| 22.5 | % | |
| 25.2 | % | |
| 25.3 | % | |
| 26.6 | % |
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
EBITDA and Adjusted EBITDA
EBITDA is defined as net income before
interest expense (net of interest income), income tax expense and depreciation and amortization expense. Adjusted EBITDA is defined
as EBITDA (as defined above) excluding equity-based compensation expense, deferred rent expense, losses on the disposal of property
and equipment, 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 income, the most directly comparable GAAP measure, is set forth
below.
| | |
Fiscal
Quarter Ended | | |
Fiscal
Year Ended | |
| (in
thousands) | |
December
26
2018 | | |
December
27
2017 | | |
December
26
2018 | | |
December
27
2017 | |
| Net
income (loss) | |
$ | (548 | ) | |
$ | (11,032 | ) | |
$ | 21,948 | | |
$ | 8,884 | |
| Depreciation
expense | |
| 8,095 | | |
| 6,094 | | |
| 29,000 | | |
| 21,704 | |
| Interest
expense, net | |
| 645 | | |
| 479 | | |
| 2,407 | | |
| 1,565 | |
| Income
tax expense | |
| 3,183 | | |
| 143,872 | | |
| 8,862 | | |
| 151,409 | |
| EBITDA | |
| 11,375 | | |
| 139,413 | | |
| 62,217 | | |
| 183,562 | |
| | |
| | | |
| | | |
| | | |
| | |
| Equity-based
compensation | |
| 1,691 | | |
| 1,800 | | |
| 6,067 | | |
| 5,623 | |
| Deferred
rent | |
| 355 | | |
| 216 | | |
| 876 | | |
| 983 | |
| Loss
on disposal of property and equipment | |
| 374 | | |
| 291 | | |
| 917 | | |
| 608 | |
| Legal
settlement | |
| — | | |
| — | | |
| 1,200 | | |
| — | |
| Executive
transition costs(1) | |
| 60 | | |
| — | | |
| 340 | | |
| 664 | |
| Project
Concrete(2) | |
| 684 | | |
| 181 | | |
| 1,292 | | |
| 181 | |
| Home
Office relocation expenses(3) | |
| — | | |
| 264 | | |
| 1,019 | | |
| 264 | |
| Other
income related to the adjustment of liabilities under tax receivable agreement | |
| (78 | ) | |
| (1,362 | ) | |
| (78 | ) | |
| (1,362 | ) |
| Other
income related to the remeasurement of liabilities under tax receivable agreement due to the enactment of the TCJA | |
| — | | |
| (125,859 | ) | |
| — | | |
| (125,859 | ) |
| ADJUSTED
EBITDA | |
$ | 14,461 | | |
$ | 14,944 | | |
$ | 73,850 | | |
$ | 64,664 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted
EBITDA margin | |
| 11.6 | % | |
| 15.5 | % | |
| 16.1 | % | |
| 18.0 | % |
| (1) | Represents fees paid in connection with the search for certain of the Company's executive and
key management positions, non-recurring signing bonuses and other transition costs, including related equity-based compensation. |
| (2) | Represents consulting and advisory fees related to the Company's enterprise-wide system upgrade
initiative called Project Concrete. |
| (3) | Costs incurred in connection with the Company's relocation to a new Home Office. |
SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
Adjusted Pro Forma Net Income
and Adjusted Pro Forma Earnings Per Fully Exchanged and Diluted Share
Adjusted pro forma net income 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 per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income 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 and adjusted pro forma earnings 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 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 and
adjusted pro forma earnings 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 and adjusted pro forma earnings 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 attributable
to Shake Shack Inc. Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should
be evaluated in conjunction with GAAP financial results. A reconciliation of adjusted pro forma net income to net income (loss)
attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings
per fully exchanged and diluted share are set forth below.
| | |
Fiscal
Quarter Ended | | |
Fiscal
Year Ended | |
| (in
thousands, except per share amounts) | |
December
26
2018 | | |
December
27
2017 | | |
December
26
2018 | | |
December
27
2017 | |
| Numerator: | |
| | | |
| | | |
| | | |
| | |
| Net
income (loss) attributable to Shake Shack Inc. | |
$ | (958 | ) | |
$ | (12,463 | ) | |
$ | 15,179 | | |
$ | (320 | ) |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Reallocation
of net income attributable to non-controlling interests from the assumed exchange of LLC Interests(1) | |
| 410 | | |
| 1,431 | | |
| 6,769 | | |
| 9,204 | |
| Legal
settlement | |
| — | | |
| — | | |
| 1,200 | | |
| — | |
| Executive
transition costs(2) | |
| 60 | | |
| — | | |
| 340 | | |
| 664 | |
| Project
Concrete(3) | |
| 684 | | |
| 181 | | |
| 1,292 | | |
| 181 | |
| Home
Office relocation expenses(4) | |
| — | | |
| 264 | | |
| 1,019 | | |
| 264 | |
| Other
income related to the adjustment of liabilities under tax receivable agreement | |
| (78 | ) | |
| (1,362 | ) | |
| (78 | ) | |
| (1,362 | ) |
| Other
income related to the remeasurement of liabilities under tax receivable agreement resulting from the enactment of the TCJA | |
| — | | |
| (125,859 | ) | |
| — | | |
| (125,859 | ) |
| Remeasurement
of deferred tax assets | |
| 3,794 | | |
| 138,636 | | |
| 3,794 | | |
| 138,636 | |
| Tax
effect of change in tax basis related to the adoption of ASC 606 | |
| — | | |
| — | | |
| (311 | ) | |
| — | |
| Income
tax (expense) benefit(5) | |
| (1,475 | ) | |
| 3,071 | | |
| (2,290 | ) | |
| (377 | ) |
| Adjusted
pro forma net income | |
$ | 2,437 | | |
$ | 3,899 | | |
$ | 26,914 | | |
$ | 21,031 | |
| Denominator: | |
| | | |
| | | |
| | | |
| | |
| Weighted-average
shares of Class A common stock outstanding—diluted | |
| 29,408 | | |
| 26,305 | | |
| 28,299 | | |
| 25,876 | |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Assumed
exchange of LLC Interests for shares of Class A common stock(1) | |
| 7,660 | | |
| 10,445 | | |
| 8,664 | | |
| 10,773 | |
| Dilutive
effect of stock options | |
| 848 | | |
| 676 | | |
| 879 | | |
| 555 | |
| Adjusted
pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted | |
| 37,916 | | |
| 37,426 | | |
| 37,842 | | |
| 37,204 | |
| Adjusted
pro forma earnings per fully exchanged share—diluted | |
$ | 0.06 | | |
$ | 0.10 | | |
$ | 0.71 | | |
$ | 0.57 | |
| (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 attributable to non-controlling interests. |
| (2) | Represents fees paid in connection with the search for certain of the Company's executive and key management positions,
non-recurring signing bonuses and other transition costs, including related equity-based compensation. |
| (3) | Represents consulting and advisory fees related to the Company's enterprise-wide system upgrade initiative called Project
Concrete. |
| (4) | Costs incurred in connection with the Company's relocation to a new Home Office. |
| (5) | Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes
at assumed effective tax rates of 26.2% and 22.2% for the fiscal quarter and year ended December 26, 2018, respectively, and
35.7% and 38.5% for the fiscal quarter and year ended December 27, 2017, 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. |
