Forward-Looking Statements This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our 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. They appear in a number of places throughout this presentation, including, but not limited to, expected financial outlook for fiscal year 2015, expected Shack openings, expected same-Shack sales growth and trends in our operations. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different. While we believe that our assumptions are reasonable, it is very difficult to predict the impact of known factors, and it is impossible to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 under the heading "Risk Factors." The forward-looking statements included in this presentation are made only as of the date hereof. We undertake 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. Non-GAAP Financial Measures This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles (GAAP). The non-GAAP financial measures used within this presentation are EBITDA, Adjusted EBITDA, Shack-level operating profit, Shack-level operating profit margin, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share. We believe that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, provide useful information about our operating results, enhance the overall understanding of past performance and future prospects, evaluate our performance against our competitors and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. The presentation of this financial information 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. The non-GAAP financial measures are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP measures are provided in the Appendix to this presentation. 7 Domestic company-operated Domestic licensed International licensed 63 27 66 27 40 15 5 5 21 14 7 2 3 2 5 9 FY 2010 FY 2011 4 5 3 31 34 21 13 FY 2012 FY 2013 FY 2014 Q1 2015 8 9 Metro New York : 13 Mid-Atlantic: 5 Northeast: 4 Southeast: 3 UK: 1 Turkey: 2 Middle East: 12 Russia: 1 10 2013 $119 $82 $57 $39 $19 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 11 System-wide Sales ($mm) $217 $140 $81 $53 $21 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 12 Margin (%) $20 $19 30% 25% $16 $14 18% $12 16% 14% 20% 18% 16% $10 15% $8 $6 $4 10% $3 5% $0 0% FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 13 Revenue System-wide sales $37,808 $40,000 $70,000 $64,303 $60,000 $30,000 $50,000 $24,196 $46,252 $40,000 $20,000 $30,000 $20,000 $10,000 $10,000 $0 $0 Q1 '14 Q1 '15 Q1 '14 Q1 '15 In thousands, except percentage amounts 14 Shack-level operating profit margin 30.0% 25.0% 25.7% Adjusted EBITDA margin 15.0% 20.0% 15.0% 18.5% 20.0% 23.0% 14.9% 10.0% 10.0% 5.0% 5.0% 0.0% 0.0% Q1 '14 Q1 '14 Q1 '15 Shack-level operating profit $9,279 $10,000 $8,000 $6,000 Q1 '15 Adjusted EBITDA $8,000 $6,998 $6,000 $5,205 $4,000 $3,608 $4,000 $2,000 $2,000 $0 $0 Q1 '14 Q1 '15 Q1 '14 Q1 '15 In thousands, except percentage amounts 15 14.0% 12.0% 11.7% 10.0% 8.2% 8.0% 7.2% 6.8% 6.0% 5.9% 4.5% 3.9% 4.0% 2.0% 0.0% 1.2% 0.8% Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14 5 7 8 8 9 10 12 13 Q1 '15 13 # of Shacks 16 (In thousands) $6,000 $7,000 $6,077 $5,017 $5,000 $4,611 $6,000 $5,000 $4,000 $4,588 $4,000 $3,000 $3,000 $2,000 $2,000 $1,000 $1,000 $0 $0 Total Company-Operated Licensed International Fiscal 2013 Fiscal 2014 (1) Fiscal 2013 Fiscal 2014 (1) 21 Shacks 30 Shacks (1) 15 Shacks 27 Shacks (1) Excludes 53rd week sales; one additional domestic company-operated shack in Las Vegas opened in the 53rd week but was excluded in this metric and the shack count noted 17 Same Shack Sales •We open big •24 month comp data •Long-term - low single digit growth •Moderate price over time Margins •Long term margin pressure •Labor costs •Target Model Shack Mix •New market launches •Commodity costs •Public company overhead Versatile Model Where to? •Strong 4-wall EBITDA at all sales levels •Strong AUVs •Attractive returns •71 total Shacks today •450 domestic company operated Shacks •At least 10 new domestic companyoperated Shacks per year •Continue to grow abroad 18 New Shack target Shack count 10 annually Average Shack volume ($mm) 1 $2.8 - $3.2 Shack-level operating profit margin 2 18% - 22% Average Shack investment costs ($mm) 3 $1.5 - $2.5 Cash-on-cash return 4 30% - 33% ¹ AUVs are calculated by dividing total sales from domestic company-operated Shacks by the number of domestic company-operated Shacks open during that period; for Shacks not open during the entire period, fractional adjustments are made to the number of Shacks open such that it corresponds to the period of associated sales; 2 Defined as Shack sales less 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 3 Excludes pre-opening expenses; 4 Defined as third year operating profits for domestic company-operated Shacks open for at least three full years, divided by their life-to-date associated build-out costs, excluding any pre-opening expenses 19 20 Las Vegas, NV Baltimore, MD Boston, MA Austin, TX Chicago Athletic Association, IL Stratford, London Old Orchard, IL Fulton Center, NYC West Hollywood, CA Tokyo, Japan Thirteen Weeks Ended April 1, March 26, 2015 2014 Shack-level operating profit [A] Add: Licensing revenue Less: General and administrative expenses Depreciation expense Pre-opening costs Loss on disposal of property and equipment $ Operating income $ Total revenue Less: licensing revenue Shack sales [B] Shack-level operating profit margin [A / B] 9,279 $ 5,205 1,761 1,556 18,385 2,191 1,413 — 3,363 1,231 933 5 (10,949) $ $ 37,808 $ (1,761) 36,047 25.7 % 1,229 $ 24,196 $ (1,556) 22,640 23.0 % 35 Fiscal Year Ended Dec 31, 2014 Net income $ Dec 25, 2013 2,118 $ Dec 26, 2012 5,423 $ Thirteen Weeks Ended Dec 28, 2011 4,133 $ Dec 29, 2010 1,328 $ Apr 1, 2015 222 $ Mar 26, 2014 (11,260) $ 1,092 Depreciation expense 5,809 3,541 2,162 1,299 680 2,191 1,231 Interest expense, net 363 52 156 90 90 78 35 Income tax expense 662 460 397 190 27 233 102 8,952 9,476 6,848 2,907 1,018 (8,758) 2,460 165 93 450 877 — 792 41 — 2,054 — — — — 21 4,024 1,737 1,623 1,265 1,470 955 724 2,830 975 839 1,125 332 556 316 105 25 — — — — 5 — — — — — 12,818 — 2,675 — — — — 635 — 135 — — — — — 41 EBITDA Equity-based compensation (1) Deferred compensation (2) Pre-opening costs (3) Deferred rent (4) Loss on disposal of property and equipment (5) Non-recurring compensation expenses related to the IPO (6) IPO-related costs (7) Other non-cash items (8) ADJUSTED EBITDA Total revenue EBITDA margin Adjusted EBITDA margin $ 18,886 $ 14,360 $ 9,760 $ 6,174 $ 2,820 $ 6,998 $ 3,608 118,530 82,456 57,038 38,572 19,472 37,808 24,196 7.6 % 11.5 % 12.0 % 7.5 % 5.2 % (23.2)% 10.2 % 15.9 % 17.4 % 17.1 % 16.0 % 14.5 % 18.5 % 14.9 % ¹ Represents non-cash equity-based compensation expense. For the thirteen weeks ended April 1, 2015, amount relates solely to stock options granted in connection with the IPO. 2 Represents amounts accrued under a bonus agreement we entered into with an executive pursuant to which we agreed to a pay a bonus in a future. 3 Non-capital expenditures associated with opening new Shacks exclusive of deferred rent incurred prior to opening. 4 Reflects the extent to which our annual rent expense has been above or below our cash rent payments. 5 Includes the loss on disposal of property and equipment in the ordinary course of business. 6 Non-recurring compensation expense incurred in connection with the IPO, including expense recognized in settlement of outstanding awards under the UAR Plan, the related employer withholding taxes and the accelerated vesting of outstanding restricted Class B units. 7 Costs incurred in connection with our initial public offering, including legal, accounting and other related expenses. 8 For periods presented, represents non-cash charges related to certain employee benefits. 36
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