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Shake Shack Inc. (SHAK) SEC Filing 8-K Material Event for the period ending Thursday, August 4, 2022

Shake Shack Inc.

CIK: 1620533 Ticker: SHAK
Exhibit 99.1
 shak-img_shakeshacklogoa16a.jpg
Shake Shack Announces Second Quarter 2022 Financial Results
Total revenue of $230.8 million, up 23.1% versus 2021, including $223.1 million of Shack sales and $7.7 million of Licensing revenue.
System-wide sales of $351.7 million, up 24.8% versus 2021.
Same-Shack sales up 10.1% versus 2021.
Operating loss of $0.8 million.
Shack-level operating profit(1) of $42.0 million, or 18.8% of Shack sales.
Net loss of $1.3 million.
Adjusted EBITDA(1) of $22.1 million.
Net loss attributable to Shake Shack Inc. of $1.2 million, or a loss of $0.03 per share.
Adjusted pro forma net income(1) of $0.1 million, or $0.00 per fully exchanged and diluted share.
Five domestic Company-operated Shack openings, including two drive-thru locations in Castle Rock, Colorado and Chesterfield, Missouri. Eight Licensed Shack openings including first Shack in Guangzhou, China.

NEW YORK, NY (Business Wire) — August 4, 2022 — Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK) has posted its results for the second quarter of 2022 in a Shareholder Letter in the Quarterly Results section of the Company's Investor Relations website, which can be found here: Q2 2022 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 August 11, 2022 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13730378.

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.


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 about 260 locations in 32 U.S. States and the District of Columbia, including about 140 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)
June 29
2022
December 29
2021
ASSETS
Current assets:
Cash and cash equivalents$278,332 $302,406 
Marketable securities79,625 80,000 
Accounts receivable, net11,936 13,657 
Inventories3,955 3,850 
Prepaid expenses and other current assets13,727 9,763 
Total current assets387,575 409,676 
Property and equipment, net of accumulated depreciation of $254,291 and $222,768, respectively411,018 389,386 
Operating lease assets361,522 347,277 
Deferred income taxes, net305,230 298,668 
Other assets14,735 12,563 
TOTAL ASSETS$1,480,080 $1,457,570 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$16,420 $19,947 
Accrued expenses40,013 36,892 
Accrued wages and related liabilities18,440 14,638 
Operating lease liabilities, current38,775 35,519 
Other current liabilities20,261 14,501 
Total current liabilities133,909 121,497 
Long-term debt244,066 243,542 
Long-term operating lease liabilities418,010 400,113 
Liabilities under tax receivable agreement, net of current portion234,862 234,045 
Other long-term liabilities21,597 22,773 
Total liabilities1,052,444 1,021,970 
Commitments and contingencies
Stockholders' equity:
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of June 29, 2022 and December 29, 2021.— — 
Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,266,670 and
39,142,397 shares issued and outstanding as of June 29, 2022 and December 29, 2021, respectively.
39 39 
Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,871,513 and
2,921,587 shares issued and outstanding as of June 29, 2022 and December 29, 2021, respectively.
Additional paid-in capital410,520 405,940 
Retained earnings (accumulated deficit)(7,796)3,554 
Accumulated other comprehensive income (loss)(1)
Total stockholders' equity attributable to Shake Shack Inc.402,765 409,537 
Non-controlling interests24,871 26,063 
Total equity427,636 435,600 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,480,080 $1,457,570 


Exhibit 99.1
SHAKE SHACK INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in thousands, except per share amounts)

Thirteen Weeks EndedTwenty-Six Weeks Ended
June 29
2022
June 30
2021
June 29
2022
June 30
2021
Shack sales$223,054 96.7 %$181,470 96.8 %$419,845 96.7 %$332,138 96.9 %
Licensing revenue7,698 3.3 %5,990 3.2 %14,298 3.3 %10,604 3.1 %
TOTAL REVENUE230,752 100.0 %187,460 100.0 %434,143 100.0 %342,742 100.0 %
Shack-level operating expenses(1):
Food and paper costs65,987 29.6 %54,917 30.3 %125,871 30.0 %99,547 30.0 %
Labor and related expenses65,851 29.5 %52,631 29.0 %126,316 30.1 %99,013 29.8 %
Other operating expenses32,563 14.6 %24,275 13.4 %62,800 15.0 %47,419 14.3 %
Occupancy and related expenses16,657 7.5 %14,876 8.2 %32,933 7.8 %28,787 8.7 %
General and administrative expenses29,075 12.6 %20,366 10.9 %60,395 13.9 %39,931 11.7 %
Depreciation and amortization expense18,087 7.8 %14,472 7.7 %34,942 8.0 %28,198 8.2 %
Pre-opening costs2,823 1.2 %2,258 1.2 %5,535 1.3 %5,834 1.7 %
Impairment and loss on disposal of assets528 0.2 %358 0.2 %1,105 0.3 %727 0.2 %
TOTAL EXPENSES231,571 100.4 %184,153 98.2 %449,897 103.6 %349,456 102.0 %
INCOME (LOSS) FROM OPERATIONS(819)(0.4)%3,307 1.8 %(15,754)(3.6)%(6,714)(2.0)%
Other income, net538 0.2 %108 0.1 %249 0.1 %139 — %
Interest expense(315)(0.1)%(359)(0.2)%(670)(0.2)%(874)(0.3)%
INCOME (LOSS) BEFORE INCOME TAXES(596)(0.3)%3,056 1.6 %(16,175)(3.7)%(7,449)(2.2)%
Income tax expense (benefit)707 0.3 %991 0.5 %(3,590)(0.8)%(10,089)(2.9)%
NET INCOME (LOSS)(1,303)(0.6)%2,065 1.1 %(12,585)(2.9)%2,640 0.8 %
Less: Net income (loss) attributable to non-controlling interests(115)— %121 0.1 %(1,235)(0.3)%(613)(0.2)%
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.$(1,188)(0.5)%$1,944 1.0 %$(11,350)(2.6)%$3,253 0.9 %
Earnings (loss) per share of Class A common stock:
Basic$(0.03)$0.05 $(0.29)$0.08 
Diluted$(0.03)$0.05 $(0.29)$0.06 
Weighted average shares of Class A common stock outstanding:
Basic39,227 39,114 39,195 39,031 
Diluted39,227 43,789 39,195 43,289 
(1)As a percentage of Shack sales.



Exhibit 99.1
SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Twenty-Six Weeks Ended
June 29
2022
June 30
2021
OPERATING ACTIVITIES
Net income (loss) (including amounts attributable to non-controlling interests)$(12,585)$2,640 
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization expense34,942 28,198 
Amortization of debt issuance costs524 344 
Amortization of cloud computing asset683 627 
Non-cash operating lease cost28,010 24,716 
Equity-based compensation6,640 3,639 
Deferred income taxes8,392 6,265 
Loss on sale of marketable securities— 
Non-cash interest expense28 343 
Impairment and loss on disposal of assets1,105 727 
Unrealized loss on equity securities561 37 
Other non-cash income(2)(1)
Changes in operating assets and liabilities:
Accounts receivable1,721 (2,239)
Inventories(105)(672)
Prepaid expenses and other current assets(3,964)4,384 
Other assets(4,090)(488)
Accounts payable(1,104)4,236 
Accrued expenses(13,208)(13,643)
Accrued wages and related liabilities3,802 4,423 
Other current liabilities4,929 (1,515)
Long-term operating lease liabilities(21,102)(24,583)
Other long-term liabilities(15)(438)
NET CASH PROVIDED BY OPERATING ACTIVITIES35,162 37,005 
INVESTING ACTIVITIES
Purchases of property and equipment(55,268)(44,709)
Purchases of marketable securities(186)(47,264)
Sales of marketable securities— 4,004 
NET CASH USED IN INVESTING ACTIVITIES(55,454)(87,969)
FINANCING ACTIVITIES
Proceeds from issuance of convertible notes, net of discount— 243,750 
Deferred financing costs— (101)
Payments on principal of finance leases(1,513)(1,272)
Distributions paid to non-controlling interest holders(324)(706)
Debt issuance costs— (687)
Proceeds from stock option exercises175 6,610 
Employee withholding taxes related to net settled equity awards(2,120)(3,400)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES(3,782)244,194 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(24,074)193,230 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD302,406 146,873 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$278,332 $340,103 


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 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.


Exhibit 99.1
Thirteen Weeks EndedTwenty-Six Weeks Ended
(dollar amounts in thousands)June 29
2022
June 30
2021
June 29
2022
June 30
2021
Income (loss) from operations$(819)$3,307 $(15,754)$(6,714)
Less:
Licensing revenue7,698 5,990 14,298 10,604 
Add:
General and administrative expenses29,075 20,366 60,395 39,931 
Depreciation and amortization expense18,087 14,472 34,942 28,198 
Pre-opening costs2,823 2,258 5,535 5,834 
Impairment and loss on disposal of assets528 358 1,105 727 
Shack-level operating profit$41,996 $34,771 $71,925 $57,372 
Total revenue$230,752 $187,460 $434,143 $342,742 
Less: Licensing revenue7,698 5,990 14,298 10,604 
Shack sales$223,054 $181,470 $419,845 $332,138 
Shack-level operating profit margin(1,2)
18.8%19.2%17.1%17.3%
(1)As a percentage of Shack sales.
(2)For the twenty-six weeks ended June 29, 2022, Shack-level operating profit margin includes the $1,281 cumulative catch-up adjustment for gift card breakage income, recognized in Shack sales.



Exhibit 99.1
SHAKE SHACK INC.
NON-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, deferred lease costs, 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. A reconciliation of EBITDA and adjusted EBITDA to Net income (loss) the most directly comparable GAAP measure, is as follows.


Exhibit 99.1

Thirteen Weeks EndedTwenty-Six Weeks Ended
(dollar amounts in thousands)June 29
2022
June 30
2021
June 29
2022
June 30
2021
Net income (loss)$(1,303)$2,065 $(12,585)$2,640 
Depreciation and amortization expense18,087 14,472 34,942 28,198 
Interest expense, net315 359 670 874 
Income tax expense (benefit)707 991 (3,590)(10,089)
EBITDA17,806 17,887 19,437 21,623 
Equity-based compensation3,452 1,958 6,640 3,639 
Amortization of cloud-based software implementation costs351 314 683 627 
Deferred lease costs(1)
(773)(75)(1,650)129 
Impairment and loss on disposal of assets528 358 1,105 727 
Legal matters750 24 6,750 619 
Gift card breakage cumulative catch-up adjustment— — (1,281)— 
Debt offering related costs(2)
— — — 236 
Executive transition costs— 179 — 179 
Adjusted EBITDA$22,114 $20,645 $31,684 $27,779 
Adjusted EBITDA margin(3)
9.6%11.0%7.3%8.1%
(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 $230.8 million and $434.1 million for the thirteen and twenty-six weeks ended June 29, 2022, respectively, and $187.5 million and $342.7 million for the thirteen and twenty-six weeks ended June 30, 2021, respectively.


Exhibit 99.1
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. 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.


Exhibit 99.1
Thirteen Weeks EndedTwenty-Six Weeks Ended
(in thousands, except per share amounts)June 29
2022
June 30
2021
June 29
2022
June 30
2021
Numerator:
Net income (loss) attributable to Shake Shack Inc.$(1,188)$1,944 $(11,350)$3,253 
Adjustments:
Reallocation of Net income (loss) attributable to non-controlling interests from the assumed exchange of LLC Interests(1)
(115)121 (1,235)(613)
Legal matters750 24 6,750 619 
Gift card breakage cumulative catch-up adjustment— — (1,281)— 
Debt offering related costs(2)
— — — 236 
Executive transition costs— 179 — 179 
Revolving Credit Facility amendments related costs(3)
— — — 323 
Impact to income tax expense (benefit)(4)
684 112 (911)136 
Adjusted pro forma net income (loss)$131 $2,380 $(8,027)$4,133 
Denominator:
Weighted average shares of Class A common stock outstanding—diluted39,227 43,789 39,195 43,289 
Adjustments:
Assumed exchange of LLC Interests for shares of Class A common stock(1)
2,906 — 2,913 — 
Dilutive effect of stock options104 — — — 
Dilutive effect of convertible notes1,467 — — — 
Adjusted pro forma fully exchanged weighted average shares of Class A common stock outstanding—diluted43,704 43,789 42,108 43,289 
Adjusted pro forma earnings (loss) per fully exchanged share—diluted$0.00 $0.05 $(0.19)$0.10 

Thirteen Weeks EndedTwenty-Six Weeks Ended
June 29
2022
June 30
2021
June 29
2022
June 30
2021
Earnings (loss) per share of Class A common stock—diluted$(0.03)$0.05 $(0.29)$0.06 
Assumed exchange of LLC Interests for shares of Class A common stock(1)
— — (0.01)— 
Non-GAAP adjustments(5)
0.03 — 0.11 0.04 
Adjusted pro forma earnings (loss) per fully exchanged share—diluted$0.00 $0.05 $(0.19)$0.10 
(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 14.9% and 25.0% for the thirteen and twenty-six weeks ended June 29, 2022, respectively, and 27.0% and 167.8% for the thirteen and twenty-six weeks ended June 30, 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 additional information.

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Ticker: SHAK
CIK: 1620533
Form Type: 8-K Corporate News
Accession Number: 0001620533-22-000066
Submitted to the SEC: Thu Aug 04 2022 7:02:34 AM EST
Accepted by the SEC: Thu Aug 04 2022
Period: Thursday, August 4, 2022
Industry: Retail Eating And Drinking Places
Events:
  1. Earnings Release
  2. Financial Exhibit
  3. Regulated Disclosure

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