Shake Shack Announces Third Quarter 2023 Financial Results

  • Total revenue of $276.2 million, up 21.2% versus 2022, including $265.0 million of Shack sales and $11.2 million of Licensing revenue.
  • System-wide sales of $438.9 million, up 24.3% versus 2022.
  • Same-Shack sales up 2.3% versus 2022.
  • Operating income of $5.7 million, versus an operating loss of $4.8 million in 2022.
    • Shack-level operating profit(1) of $54.0 million, or 20.4% of Shack sales.
  • Net income of $8.1 million versus a net loss of $2.3 million in 2022.
    • Adjusted EBITDA(1) of $35.8 million, up 80.7% versus 2022.
  • Net income attributable to Shake Shack Inc. of $7.6 million, or earnings of $0.19 per diluted share.
    • Adjusted pro forma net income(1) of $7.5 million, or earnings of $0.17 per fully exchanged and diluted share.
  • Opened 10 new domestic Company-operated Shacks. Opened 15 new licensed Shacks, including locations in the Bahamas and China.

 

NEW YORK--()--Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK) has posted its results for the third quarter of 2023 in a Shareholder Letter in the Quarterly Results section of the Company's Investor Relations website, which can be found here: Q3 2023 Shake Shack Shareholder Letter.

Shake Shack will host a conference call at 8:00 a.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 November 09, 2023 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13740704.

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.

(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 is set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures” below.

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 over 500 locations system-wide, including over 320 in 33 U.S. States and the District of Columbia, and 180 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.

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, also referred to as restaurant 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, also referred to as restaurant margin, 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, 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.

 

SHAKE SHACK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)

 

 

 

September 27
2023

 

December 28
2022

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

190,020

 

$

230,521

Marketable securities

 

94,957

 

 

80,707

Accounts receivable, net

 

13,889

 

 

13,877

Inventories

 

4,608

 

 

4,184

Prepaid expenses and other current assets

 

19,762

 

 

14,699

Total current assets

 

323,236

 

 

343,988

Property and equipment, net of accumulated depreciation of $353,303 and $290,362, respectively

 

525,557

 

 

467,031

Operating lease assets

 

397,870

 

 

367,488

Deferred income taxes, net

 

302,156

 

 

300,538

Other assets

 

16,037

 

 

15,817

TOTAL ASSETS

$

1,564,856

 

$

1,494,862

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

21,251

 

$

20,407

Accrued expenses

 

47,630

 

 

47,945

Accrued wages and related liabilities

 

18,164

 

 

17,576

Operating lease liabilities, current

 

47,610

 

 

42,238

Other current liabilities

 

17,522

 

 

19,552

Total current liabilities

 

152,177

 

 

147,718

Long-term debt

 

245,375

 

 

244,589

Long-term operating lease liabilities

 

463,370

 

 

427,227

Liabilities under tax receivable agreement, net of current portion

 

235,614

 

 

234,893

Other long-term liabilities

 

26,322

 

 

20,687

Total liabilities

 

1,122,858

 

 

1,075,114

Commitments and contingencies

Stockholders' equity:

 

 

 

Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of September 27, 2023 and December 28, 2022.

 

 

 

Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,466,268 and

39,284,998 shares issued and outstanding as of September 27, 2023 and December 28, 2022, respectively.

 

39

 

 

39

Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,834,513 and

2,869,513 shares issued and outstanding as of September 27, 2023 and December 28, 2022, respectively.

 

3

 

 

3

Additional paid-in capital

 

423,811

 

 

415,611

Accumulated deficit

 

(7,496)

 

 

(20,537)

Accumulated other comprehensive loss

 

(3)

 

 

Total stockholders' equity attributable to Shake Shack Inc.

 

416,354

 

 

395,116

Non-controlling interests

 

25,644

 

 

24,632

Total equity

 

441,998

 

 

419,748

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,564,856

 

$

1,494,862

 

SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share amounts)

 

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

September 27
2023

September 28
2022

September 27
2023

September 28
2022

Shack sales

$

264,980

95.9 %

$

219,501

96.4 %

$

771,044

96.2 %

$

639,346

96.6 %

Licensing revenue

 

11,227

4.1 %

 

8,313

3.6 %

 

30,246

3.8 %

 

22,611

3.4 %

TOTAL REVENUE

 

276,207

100.0 %

 

227,814

100.0 %

 

801,290

100.0 %

 

661,957

100.0 %

Shack-level operating expenses(1):

 

 

 

 

 

 

 

 

Food and paper costs

 

77,180

29.1 %

 

67,774

30.9 %

 

224,752

29.1 %

 

193,645

30.3 %

Labor and related expenses

 

76,233

28.8 %

 

64,638

29.4 %

 

225,655

29.3 %

 

190,954

29.9 %

Other operating expenses(2)

 

37,307

14.1 %

 

33,680

15.3 %

 

108,352

14.1 %

 

96,002

15.0 %

Occupancy and related expenses

 

20,300

7.7 %

 

17,337

7.9 %

 

58,684

7.6 %

 

50,270

7.9 %

General and administrative expenses(2)

 

30,939

11.2 %

 

26,931

11.8 %

 

93,726

11.7 %

 

87,804

13.3 %

Depreciation and amortization expense

 

23,130

8.4 %

 

18,647

8.2 %

 

66,704

8.3 %

 

53,589

8.1 %

Pre-opening costs

 

4,969

1.8 %

 

3,041

1.3 %

 

14,103

1.8 %

 

8,576

1.3 %

Impairment and loss on disposal of assets

 

492

0.2 %

 

592

0.3 %

 

2,098

0.3 %

 

1,697

0.3 %

TOTAL EXPENSES

 

270,550

98.0 %

 

232,640

102.1 %

 

794,074

99.1 %

 

682,537

103.1 %

INCOME (LOSS) FROM OPERATIONS

 

5,657

2.0 %

 

(4,826)

(2.1) %

 

7,216

0.9 %

 

(20,580)

(3.1) %

Other income, net

 

3,441

1.2 %

 

1,482

0.7 %

 

9,505

1.2 %

 

1,731

0.3 %

Interest expense

 

(433)

(0.2) %

 

(475)

(0.2) %

 

(1,241)

(0.2) %

 

(1,145)

(0.2) %

INCOME (LOSS) BEFORE INCOME TAXES

 

8,665

3.1 %

 

(3,819)

(1.7) %

 

15,480

1.9 %

 

(19,994)

(3.0) %

Income tax expense (benefit)

 

529

0.2 %

 

(1,508)

(0.7) %

 

1,743

0.2 %

 

(5,098)

(0.8) %

NET INCOME (LOSS)

 

8,136

2.9 %

 

(2,311)

(1.0) %

 

13,737

1.7 %

 

(14,896)

(2.3) %

Less: Net income (loss) attributable to non-controlling interests

 

509

0.2 %

 

(287)

(0.1) %

 

696

0.1 %

 

(1,522)

(0.2) %

NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.

$

7,627

2.8 %

$

(2,024)

(0.9) %

$

13,041

1.6 %

$

(13,374)

(2.0) %

Earnings (loss) per share of Class A common stock:

 

 

 

 

 

 

 

 

Basic

$

0.19

 

$

(0.05)

 

$

0.33

 

$

(0.34)

 

Diluted

$

0.19

 

$

(0.05)

 

$

0.31

 

$

(0.34)

 

Weighted average shares of Class A common stock outstanding:

 

 

 

 

 

 

 

 

Basic

 

39,460

 

 

39,274

 

 

39,402

 

 

39,221

 

Diluted

 

43,978

 

 

39,274

 

 

43,884

 

 

39,221

 

_____________________

(1)

 

As a percentage of Shack sales.

(2)

The Company has elected to reclassify certain marketing expenses from Other operating expenses to General and administrative expenses for the thirteen and thirty-nine weeks ended September 27, 2023. The prior periods have been updated to conform with the current year presentation. The reclassification does not have a material impact on our results.

SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

 

 

 

 

 

Thirty-Nine Weeks Ended

 

 

 

 

 

September 27
2023

 

September 28
2022

OPERATING ACTIVITIES

 

 

 

Net income (loss) (including amounts attributable to non-controlling interests)

$

13,737

 

$

(14,896)

Adjustments to reconcile net income (loss) to net cash provided by operating activities

 

 

 

Depreciation and amortization expense

 

66,704

 

 

53,589

Amortization of debt issuance costs

 

786

 

 

786

Amortization of cloud computing asset

 

1,320

 

 

1,080

Non-cash operating lease cost

 

49,775

 

 

43,159

Equity-based compensation

 

11,220

 

 

10,155

Deferred income taxes

 

7,092

 

 

12,215

Non-cash interest expense

 

94

 

 

181

Gain on sale of equity securities

 

(81)

 

 

Net amortization of discount on held-to-maturity securities

 

(939)

 

 

Impairment and loss on disposal of assets

 

2,098

 

 

1,697

Unrealized loss on equity securities

 

 

 

400

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

(12)

 

 

1,840

Inventories

 

(424)

 

 

(146)

Prepaid expenses and other current assets

 

(3,056)

 

 

(4,767)

Other assets

 

(4,750)

 

 

(5,966)

Accounts payable

 

(5,064)

 

 

(2,069)

Accrued expenses

 

(6,424)

 

 

(17,783)

Accrued wages and related liabilities

 

555

 

 

3,052

Other current liabilities

 

(2,757)

 

 

4,376

Operating lease liabilities

 

(41,725)

 

 

(32,558)

Other long-term liabilities

 

2,442

 

 

(10)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

90,591

 

 

54,335

INVESTING ACTIVITIES

 

 

 

Purchases of property and equipment

 

(113,033)

 

 

(94,797)

Purchases of held-to-maturity securities

 

(94,019)

 

 

Purchases of equity securities

 

(690)

 

 

(415)

Sales of equity securities

 

81,478

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

(126,264)

 

 

(95,212)

FINANCING ACTIVITIES

 

 

 

Payments on principal of finance leases

 

(2,383)

 

 

(2,260)

Distributions paid to non-controlling interest holders

 

(131)

 

 

(389)

Proceeds from stock option exercises

 

631

 

 

334

Employee withholding taxes related to net settled equity awards

 

(2,942)

 

 

(2,214)

NET CASH USED IN FINANCING ACTIVITIES

 

(4,825)

 

 

(4,529)

Effect of exchange rate changes on cash and cash equivalents

 

(3)

 

 

(2)

DECREASE IN CASH AND CASH EQUIVALENTS

 

(40,501)

 

 

(45,408)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

230,521

 

 

302,406

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

190,020

 

$

256,998

 

SHAKE SHACK INC.
N
ON-GAAP FINANCIAL MEASURES
(UNAUDITED)

To supplement the condensed 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, also referred to as restaurant 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 Loss from Operations, the most directly comparable GAAP financial measure, is set forth below.

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

(dollar amounts in thousands)

September 27
2023

 

September 28
2022

 

September 27
2023

 

September 28
2022

Income (loss) from operations

$

5,657

 

$

(4,826)

 

$

7,216

 

$

(20,580)

Less:

 

 

 

 

 

 

 

Licensing revenue

 

11,227

 

 

8,313

 

 

30,246

 

 

22,611

Add:

 

 

 

 

 

 

 

General and administrative expenses(1)

 

30,939

 

 

26,931

 

 

93,726

 

 

87,804

Depreciation and amortization expense

 

23,130

 

 

18,647

 

 

66,704

 

 

53,589

Pre-opening costs

 

4,969

 

 

3,041

 

 

14,103

 

 

8,576

Impairment and loss on disposal of assets

 

492

 

 

592

 

 

2,098

 

 

1,697

Shack-level operating profit

$

53,960

 

$

36,072

 

$

153,601

 

$

108,475

 

 

 

 

 

 

 

 

 

Total revenue

$

276,207

 

$

227,814

 

$

801,290

 

$

661,957

Less: Licensing revenue

 

11,227

 

 

8,313

 

 

30,246

 

 

22,611

Shack sales

$

264,980

 

$

219,501

 

$

771,044

 

$

639,346

 

 

 

 

 

 

 

 

 

Shack-level operating profit margin(2,3)

 

20.4 %

 

 

16.4 %

 

 

19.9 %

 

 

17.0 %

(1)

 

Certain marketing expenses have been reclassified from Other operating expenses to General and administrative expenses in the prior year to conform with the current year presentation. The reclassification does not have a material impact on our results.

(2)

For the thirty-nine weeks ended September 28, 2022, Shack-level operating profit margin includes a $1,281 cumulative catch-up adjustment for gift card breakage income, recognized in Shack sales.

(3)

As a percentage of Shack sales.

SHAKE SHACK INC.
N
ON-GAAP FINANCIAL MEASURES
(UNAUDITED)

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, 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.

In the first quarter of 2023, the Company revised its definition of Adjusted EBITDA to exclude deferred lease costs and executive transition costs as adjustments to the measure. The Company believes excluding both of these items improves the usefulness of Adjusted EBITDA as these items are characteristic of the Company’s ongoing operations and such presentation is consistent with other companies in the restaurant industry. Previously reported periods have been revised to conform to the current period presentation.

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.

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

(dollar amounts in thousands)

September 27
2023

 

September 28
2022

 

September 27
2023

 

September 28
2022

Net income (loss)

$

8,136

 

$

(2,311)

 

$

13,737

 

$

(14,896)

Depreciation and amortization expense

 

23,130

 

 

18,647

 

 

66,704

 

 

53,589

Interest expense, net

 

(845)

 

 

475

 

 

(164)

 

 

1,145

Income tax expense (benefit)

 

529

 

 

(1,508)

 

 

1,743

 

 

(5,098)

EBITDA

$

30,950

 

$

15,303

 

$

82,020

 

$

34,740

 

 

 

 

 

 

 

 

 

Equity-based compensation

 

3,691

 

 

3,515

 

 

11,425

 

 

10,155

Amortization of cloud-based software implementation costs

 

440

 

 

397

 

 

1,320

 

 

1,080

Impairment and loss on disposal of assets

 

492

 

 

592

 

 

2,098

 

 

1,697

Legal settlements

 

 

 

 

 

1,004

 

 

6,750

Severance

 

211

 

 

 

 

211

 

 

Gift card breakage cumulative catch-up adjustment

 

 

 

 

 

 

 

(1,281)

Other(1)

 

 

 

 

 

2,321

 

 

Adjusted EBITDA

$

35,784

 

$

19,807

 

$

100,399

 

$

53,141

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin(2)

 

13.0 %

 

 

8.7 %

 

 

12.5 %

 

 

8.0 %

(1)

 

Related to professional fees for a non-recurring matter.

(2)

Calculated as a percentage of Total revenue, which was $276.2 million and $801.3 million for the thirteen and thirty-nine weeks ended September 27, 2023, respectively, and $227.8 million and $662.0 million for the thirteen and thirty-nine weeks ended September 28, 2022, respectively.

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.

In the first quarter of 2023, the Company revised its definition of Adjusted Pro Forma Net Income to exclude executive transition costs as an adjustment to the measure. Previously reported periods have been revised to conform to the current period presentation. See "EBITDA and Adjusted EBITDA" above for additional information.

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.

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

(in thousands, except per share amounts)

September 27
2023

 

September 28
2022

 

September 27
2023

 

September 28
2022

Numerator:

 

 

 

 

 

 

 

Net income (loss) attributable to Shake Shack Inc.

$

7,627

 

$

(2,024)

 

$

13,041

 

$

(13,374)

Adjustments:

 

 

 

 

 

 

 

Reallocation of Net income (loss) attributable to non-controlling interests from the assumed exchange of LLC Interests(1)

 

509

 

 

(287)

 

 

696

 

 

(1,522)

Legal settlements

 

 

 

 

 

1,004

 

 

6,750

Gift card breakage cumulative catch-up adjustment

 

 

 

 

 

 

 

(1,281)

Severance

 

211

 

 

 

 

211

 

 

Other(2)

 

 

 

 

 

2,321

 

 

Tax impact of above adjustments(3)

 

(810)

 

 

(11)

 

 

(2,146)

 

 

(922)

Adjusted pro forma net income (loss)

$

7,537

 

$

(2,322)

 

$

15,127

 

$

(10,349)

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

Weighted average shares of Class A common stock outstanding—diluted

 

43,978

 

 

39,274

 

 

43,884

 

 

39,221

Adjustments:

 

 

 

 

 

 

 

Assumed exchange of LLC Interests for shares of Class A common stock(1)

 

 

 

2,871

 

 

 

 

2,899

Adjusted pro forma fully exchanged weighted average shares of Class A common stock outstanding—diluted

 

43,978

 

 

42,145

 

 

43,884

 

 

42,120

 

 

 

 

 

 

 

 

 

 

Adjusted pro forma earnings (loss) per fully exchanged share—diluted

$

0.17

 

$

(0.06)

 

$

0.34

 

$

(0.25)

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

September 27
2023

September 28
2022

September 27
2023

September 28
2022

Earnings (loss) per share of Class A common stock—diluted

$

0.19

$

(0.05)

$

0.31

$

(0.34)

Assumed exchange of LLC Interests for shares of Class A common stock(1)

 

 

 

 

(0.01)

Non-GAAP adjustments(4)

 

(0.02)

 

(0.01)

 

0.03

 

0.10

Adjusted pro forma earnings (loss) per fully exchanged share—diluted

$

0.17

$

(0.06)

$

0.34

$

(0.25)

(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)

Related to professional fees for a non-recurring matter.

(3)

Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 15.1% and 20.5% for the thirteen and thirty-nine weeks ended September 27, 2023, respectively, and 39.2% and 28.8% for the thirteen and thirty-nine weeks ended September 28, 2022, 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.

(4)

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 additional information.

 

Contacts

Media:

Meg Davis, Shake Shack
mcastranova@shakeshack.com

Investor Relations:

Melissa Calandruccio, ICR
Michelle Michalski, ICR
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com

Contacts

Media:

Meg Davis, Shake Shack
mcastranova@shakeshack.com

Investor Relations:

Melissa Calandruccio, ICR
Michelle Michalski, ICR
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com