Shake Shack Inc 10-Q for FY2024 Q1
Shake Shack Inc. (SHAK)
10-Q
2024-05-03
For: 2024-03-27
View Original
Added on
April 12, 2026
About this 10-Q
Shake Shack Inc filed this 10-Q on May 3, 2024, covering the quarter ended March 27, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 27, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $290.5M
- up 14.7% from $253.28M a year earlier
- Net income
- $2.04M
- compared with a net loss of $1.53M a year earlier
- Diluted EPS
- $0.05
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 27, 2024
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______ to ______
Commission file number: 001-36823
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(646 ) 747-7200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule-405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No
As of April 24, 2024, there were 39,635,653 shares of Class A common stock outstanding and 2,801,013 shares of Class B common stock outstanding.
SHAKE SHACK INC.
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q ("Form 10-Q") 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 from the statements made herein. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements, including, but not limited to, statements about the Company's growth, strategic plan, and liquidity. Forward-looking statements discuss the Company's current expectations and projections relating to its 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," "future," "intend," "likely," "outlook," "potential," "project," "projection," "plan," "seek," "may," "could," "would," "will," "should," "can," "can have," the negatives thereof and other similar expressions.
All forward-looking statements are expressly qualified in their entirety by these cautionary statements. Some of the factors which could cause results to differ materially from the Company's expectations include the Company's ability to develop and open new Shacks on a timely basis, increased costs or shortages or interruptions in the supply and delivery of products, increased labor costs or shortages, inflationary pressures, the Company's management of its digital capabilities and expansion into delivery, as well as kiosk, drive-thru and multiple format investments, the Company's ability to maintain and grow sales at existing Shacks, and risks relating to the restaurant industry generally, and the impact of any material weakness in the Company's internal controls over financial reporting identified in connection with the restatement described in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2024 or otherwise. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 2023 as filed with the Securities and Exchange Commission (the "SEC").
The forward-looking statements included in this Form 10-Q 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. 
Form 10-Q | 1
Form 10-Q | 1PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
| Page | |||||
2 | Shake Shack Inc. Form 10-Q
Form 10-QSHAKE SHACK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
| March 27 2024 | December 27 2023 | ||||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Marketable securities | |||||||||||||||||
| Accounts receivable, net | |||||||||||||||||
| Inventories | |||||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
Property and equipment, net of accumulated depreciation of $ | |||||||||||||||||
| Operating lease assets | |||||||||||||||||
| Deferred income taxes, net | |||||||||||||||||
| Other assets | |||||||||||||||||
| TOTAL ASSETS | $ | $ | |||||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable | $ | $ | |||||||||||||||
| Accrued expenses | |||||||||||||||||
| Accrued wages and related liabilities | |||||||||||||||||
| Operating lease liabilities, current | |||||||||||||||||
| Other current liabilities | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Long-term debt | |||||||||||||||||
| Long-term operating lease liabilities | |||||||||||||||||
| Liabilities under tax receivable agreement, net of current portion | |||||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
Commitments and contingencies (Note 13) | |||||||||||||||||
| Stockholders' equity: | |||||||||||||||||
| Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of March 27, 2024 and December 27, 2023. | |||||||||||||||||
| Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,635,382 and 39,474,315 shares issued and outstanding as of March 27, 2024 and December 27, 2023, respectively. | |||||||||||||||||
| Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,801,013 and 2,834,513 shares issued and outstanding as of March 27, 2024 and December 27, 2023, respectively. | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||||||||
| Total stockholders' equity attributable to Shake Shack Inc. | |||||||||||||||||
| Non-controlling interests | |||||||||||||||||
| Total equity | |||||||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | |||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
Shake Shack Inc. Form 10-Q | 3
Form 10-Q | 3SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in thousands, except per share amounts)
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | ||||||||||||||||||||||||||||
| Shack sales | $ | $ | |||||||||||||||||||||||||||
| Licensing revenue | |||||||||||||||||||||||||||||
| TOTAL REVENUE | |||||||||||||||||||||||||||||
| Shack-level operating expenses: | |||||||||||||||||||||||||||||
| Food and paper costs | |||||||||||||||||||||||||||||
| Labor and related expenses | |||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||
| Occupancy and related expenses | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Pre-opening costs | |||||||||||||||||||||||||||||
| Impairment and loss on disposal of assets | |||||||||||||||||||||||||||||
| TOTAL EXPENSES | |||||||||||||||||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | ( | ||||||||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ||||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||
| NET INCOME (LOSS) | ( | ||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | ( | ||||||||||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC. | $ | $ | ( | ||||||||||||||||||||||||||
| Earnings (Loss) per share of Class A common stock: | |||||||||||||||||||||||||||||
| Basic | $ | $ | ( | ||||||||||||||||||||||||||
| Diluted | $ | $ | ( | ||||||||||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding: | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4 | Shake Shack Inc. Form 10-Q
Form 10-QSHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands)
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | ||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | ||||||||||||||||||||||||||
Other comprehensive loss, net of tax(1): | |||||||||||||||||||||||||||||
| Change in foreign currency translation adjustment | ( | ( | |||||||||||||||||||||||||||
| OTHER COMPREHENSIVE LOSS | ( | ( | |||||||||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) | ( | ||||||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to non-controlling interests | ( | ||||||||||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC. | $ | $ | ( | ||||||||||||||||||||||||||
(1)Net of tax expense of $0
See accompanying Notes to Condensed Consolidated Financial Statements.
Shake Shack Inc. Form 10-Q | 5
Form 10-Q | 5SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(in thousands, except share amounts)
For the Thirteen Weeks Ended March 27, 2024 and March 29, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Non- Controlling Interest | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, DECEMBER 27, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net change in foreign currency translation adjustment | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Activity under stock compensation plans | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of LLC Interests | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to non-controlling interest holders | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, MARCH 27, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, DECEMBER 28, 2022 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net change in foreign currency translation adjustment | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Activity under stock compensation plans | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of LLC Interests | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to non-controlling interest holders | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, MARCH 29, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
6 | Shake Shack Inc. Form 10-Q
Form 10-QSHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||||||||||||||
| Net income (loss) (including amounts attributable to non-controlling interests) | $ | $ | ( | |||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||||||||||||
| Amortization of cloud computing asset | ||||||||||||||||||||||||||
| Non-cash operating lease cost | ||||||||||||||||||||||||||
| Equity-based compensation | ||||||||||||||||||||||||||
| Deferred income taxes | ( | |||||||||||||||||||||||||
Non-cash interest | ( | |||||||||||||||||||||||||
| Gain on sale of equity securities | ( | |||||||||||||||||||||||||
| Net amortization of discount on held-to-maturity securities | ( | |||||||||||||||||||||||||
| Impairment and loss on disposal of assets | ||||||||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||||||||
| Accounts receivable | ||||||||||||||||||||||||||
| Inventories | ( | |||||||||||||||||||||||||
| Prepaid expenses and other current assets | ( | ( | ||||||||||||||||||||||||
| Other assets | ( | ( | ||||||||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||||||||
| Accrued expenses | ( | |||||||||||||||||||||||||
| Accrued wages and related liabilities | ( | |||||||||||||||||||||||||
| Other current liabilities | ( | |||||||||||||||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||||||||||||||
| Other long-term liabilities | ||||||||||||||||||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||||||||||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||||||||||||||
| Maturities of held-to-maturity marketable securities | ||||||||||||||||||||||||||
| Purchases of equity securities | ( | |||||||||||||||||||||||||
| Sales of equity securities | ||||||||||||||||||||||||||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | ||||||||||||||||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||||||||||||||
| Payments on principal of finance leases | ( | ( | ||||||||||||||||||||||||
| Distributions paid to non-controlling interest holders | ( | ( | ||||||||||||||||||||||||
Net proceeds from stock option exercises | ||||||||||||||||||||||||||
| Employee withholding taxes related to net settled equity awards | ( | ( | ||||||||||||||||||||||||
| NET CASH USED IN FINANCING ACTIVITIES | ( | ( | ||||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | ||||||||||||||||||||||||
| INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||||||||||||||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||||||||||||||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | $ | ||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
Shake Shack Inc. Form 10-Q | 7
Form 10-Q | 7SHAKE SHACK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
| Page | ||||||||
8 | Shake Shack Inc. Form 10-Q
Form 10-QNOTE 1: NATURE OF OPERATIONS
Shake Shack Inc. was formed on September 23, 2014 as a Delaware corporation for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of SSE Holdings, LLC and its subsidiaries ("SSE Holdings"). Shake Shack Inc. is the sole managing member of SSE Holdings and, as sole managing member, the Company operates and controls all of the business and affairs of SSE Holdings. As a result, the Company consolidates the financial results of SSE Holdings and reports a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. As of March 27, 2024 the Company owned 93.4 % of SSE Holdings. Unless the context otherwise requires, "we," "us," "our," "Shake Shack," the "Company" and other similar references, refer to Shake Shack Inc. and, unless otherwise stated, all of its subsidiaries, including SSE Holdings.
The Company operates and licenses Shake Shack restaurants ("Shacks"), which serve burgers, chicken, hot dogs, crinkle cut fries, shakes, frozen custard, beer, wine and more. As of March 27, 2024, there were 525 Shacks in operation system-wide, of which 299 were Company-operated Shacks and 226 were licensed Shacks.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Shake Shack Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and on a basis consistent in all material respects with the accounting policies described in its Annual Report on Form 10-K for the fiscal year ended December 27, 2023 ("2023 Form 10-K"). Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These interim Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in its 2023 Form 10-K. In the Company's opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.
SSE Holdings is considered a variable interest entity. Shake Shack Inc. is the primary beneficiary as the Company has the majority economic interest in SSE Holdings and, as the sole managing member, has decision making authority that significantly affects the economic performance of the entity, while the limited partners have no substantive kick-out or participating rights. As a result, the Company consolidates SSE Holdings. The assets and liabilities of SSE Holdings represent substantially all of the Company's consolidated assets and liabilities with the exception of certain deferred taxes and liabilities under the Tax Receivable Agreement. As of March 27, 2024 and December 27, 2023, the net assets of SSE Holdings were $394,523 and $388,250 , respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreement.
Fiscal Year
The Company operates on a 52/53 week fiscal year ending on the last Wednesday of December. Fiscal 2024 contains 52 weeks and ends on December 25, 2024. Fiscal 2023 contained 52 weeks and ended on December 27, 2023. Unless otherwise stated, references to years in this report relate to fiscal years.
Use of Estimates
The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates.
Shake Shack Inc. Form 10-Q | 9
Form 10-Q | 9Recently Issued Accounting Pronouncements
NOTE 3: REVENUE
Revenue Recognition
Revenue primarily consists of Shack sales and Licensing revenue. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Shack Sales
Revenue from Shack sales is recognized when payment is tendered at the point of sale, net of discounts as the performance obligation has been satisfied at that time. Sales tax collected from guests is excluded from Shack sales and the obligation is included as sales tax payable until the taxes are remitted to the appropriate taxing authorities.
Delivery services are fulfilled by third-party delivery partners whether ordered through the Shack app, website ("Company-owned platforms") or through third-party delivery platforms. Revenue from orders through Company-owned platforms includes delivery fees and is recognized when the delivery partner transfers the order to the guest as the Company controls the delivery. For these sales, the Company receives payment directly from the guest at the time of sale. Revenue from orders through third-party delivery platforms is recognized when the order is transferred to the third-party delivery partner and excludes delivery fees collected by the delivery partner as the Company does not control the delivery. The Company receives payment from the delivery partner subsequent to the transfer of the order and the payment terms are short-term in nature. For all delivery sales, the Company is considered the principal and recognizes revenue on a gross basis.
The Company sells gift cards which do not have expiration dates. Revenue from gift cards is recognized when gift cards are redeemed by the customer or, in the event a gift card is not expected to be redeemed, in proportion to actual redemptions of gift cards ("gift card breakage"). The gift card breakage rate is determined from historical gift card redemption patterns. Gift card breakage income for the thirteen weeks ended March 27, 2024 and March 29, 2023 was $134 and $106 , respectively. Gift card breakage income is included in Shack sales in the Condensed Consolidated Statements of Income (Loss).
Licensing Revenue
Licensing revenue includes initial territory fees, Shack opening fees and ongoing sales-based royalty fees from licensed Shacks. Generally, the licenses granted to develop, open and operate each Shack in a specified territory are the predominant good or service transferred to the licensee and represent distinct performance obligations. Ancillary promised services, such as training and assistance during the initial opening of a Shack, are typically combined with the license and considered one performance obligation per Shack.
The Company determines the transaction price for each contract, which is comprised of the initial territory fee and an estimate of the total Shack opening fees the Company expects to be entitled to. The calculation of total Shack opening fees requires judgment, as it is based on an estimated number of Shacks the Company expects the licensee to open. The transaction price is then allocated equally to each Shack expected to open. The performance obligation is satisfied over time, starting when a Shack opens through the end of the license term for the related Shack, therefore revenue is recognized on a straight-line basis over the license term.
Generally, payment for the initial territory fee is received upon execution of the license agreement and payment for the Shack opening fees is received either in advance of or upon opening the related Shack. These payments are initially deferred and
10 | Shake Shack Inc. Form 10-Q
Form 10-Qrecognized in revenue as the performance obligations are satisfied. Revenue from sales-based royalties is recognized as the related sales occur.
Revenue disaggregated by type was as follows:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| March 27 2024 | March 29 2023 | ||||||||||||||||||||||
| Shack sales | $ | $ | |||||||||||||||||||||
| Licensing revenue: | |||||||||||||||||||||||
| Sales-based royalties | |||||||||||||||||||||||
| Initial territory and opening fees | |||||||||||||||||||||||
| Total revenue | $ | $ | |||||||||||||||||||||
The aggregate amount of the transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied as of March 27, 2024 was $23,370 . The Company expects to recognize this amount as revenue over a long-term period, as the license term for each Shack ranges from 5 to 20 years. This amount excludes any variable consideration related to sales-based royalties.
Contract Balances
Contract liabilities and receivables from contracts with customers were as follows:
| March 27 2024 | December 27 2023 | |||||||||||||
| Shack sales receivables | $ | $ | ||||||||||||
| Licensing receivables, net of allowance for doubtful accounts | ||||||||||||||
| Gift card liability | ||||||||||||||
| Deferred revenue, current | ||||||||||||||
| Deferred revenue, long-term | ||||||||||||||
Revenue recognized that was included in the respective liability balances at the beginning of the period was as follows:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| March 27 2024 | March 29 2023 | ||||||||||||||||||||||
Gift card liability | $ | $ | |||||||||||||||||||||
| Deferred revenue | |||||||||||||||||||||||
NOTE 4: FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The carrying values of the Company's Cash and cash equivalents, Accounts receivable, net, Accounts payable and Accrued expenses approximate fair value due to the short-term nature of these financial instruments.
The Company's marketable securities were as follows:
| March 27 2024 | December 27 2023 | ||||||||||||||||
| Held-to-maturity securities | |||||||||||||||||
Shake Shack Inc. Form 10-Q | 11
Form 10-Q | 11The Company classified its held-to-maturity securities as Level 1 measurements within the fair value hierarchy. Refer to Note 6, Debt, for additional information relating to the fair value of the Company's outstanding debt instruments.
The Company's held-to-maturity securities were as follows:
| March 27, 2024 | ||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | ||||||||||||||||||||||
As of March 27, 2024, the contractual maturities of held-to-maturity securities were less than 12 months. Any expected credit losses would not be material to the Condensed Consolidated Statements of Income (Loss).
A summary of other income (expense) from marketable securities was as follows:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
Income from marketable securities | $ | $ | ||||||||||||||||||||||||
| Realized gain on sale of equity securities | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
NOTE 5: SUPPLEMENTAL BALANCE SHEET INFORMATION
The components of Prepaid expenses and other current assets were as follows:
| March 27 2024 | December 27 2023 | ||||||||||
Prepaid expenses | $ | $ | |||||||||
Tenant allowance receivables | |||||||||||
Other | |||||||||||
Prepaid expenses and other current assets | $ | $ | |||||||||
The components of Other current liabilities were as follows:
| March 27 2024 | December 27 2023 | ||||||||||
| Sales tax payable | $ | $ | |||||||||
| Gift card liability | |||||||||||
| Other | |||||||||||
| Other current liabilities | $ | $ | |||||||||
12 | Shake Shack Inc. Form 10-Q
Form 10-QNOTE 6: DEBT
Convertible Notes
The Company's $250,000 aggregate principal amount of 0 % Convertible Senior Notes due 2028 (“Convertible Notes”) will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, the Company pays or delivers, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company's election.
The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 1, 2027, only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company's Class A common stock, par value $0.001 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the Convertible Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per one thousand dollar principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of Class A common stock and the conversion rate for the Convertible Notes on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; and (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 1, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time, regardless of the foregoing circumstances.
The Convertible Notes had an initial conversion rate of 5.8679 shares of Class A common stock per one thousand dollar principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $170.42 per share of Class A common stock. The fair value of the Convertible Notes was approximately $226,795 and $205,000 , respectively, as of March 27, 2024 and December 27, 2023, based on external pricing data, including available quoted market prices of these instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and is classified as a Level 2 measurement within the fair value hierarchy.
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| Classification | March 27 2024 | March 29 2023 | |||||||||||||||||||||||||||
| Amortization expense on Convertible Notes | Interest expense | $ | $ | ||||||||||||||||||||||||||
| March 27 2024 | December 27 2023 | ||||||||||||||||
| Convertible Notes | $ | $ | |||||||||||||||
| Discount and debt issuance costs, net of amortization | ( | ( | |||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||
Revolving Credit Facility
The Company maintains a revolving credit facility agreement ("Revolving Credit Facility") which permits borrowings up to $50,000 with the ability to increase available borrowings up to an additional $100,000 , subject to satisfaction of certain conditions. The Revolving Credit Facility has a maturity date of March 5, 2026.
In June 2023, the Company entered into the fourth amendment to the Revolving Credit Facility ("Fourth Amendment"), which, among other things, modified the benchmark interest rate to either: (i) the base rate plus applicable margin ranging from 0.0 % to 1.5 % or (ii) the Secured Overnight Financing Rate (“SOFR”) plus applicable margin ranging from 1.0 % to 2.5 %, in each case
Shake Shack Inc. Form 10-Q | 13
Form 10-Q | 13dependent upon the net lease adjusted leverage ratio. As of March 27, 2024 and December 27, 2023, no
The obligations under the Revolving Credit Facility are secured by a first-priority security interest in substantially all of the assets of SSE Holdings and the guarantors. The obligations under the Revolving Credit Facility are guaranteed by each of SSE Holdings' direct and indirect subsidiaries, with certain exceptions. The Revolving Credit Facility requires the Company to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, as well as other customary affirmative and negative covenants. As of March 27, 2024, the Company was in compliance with all covenants.
The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15,000 . As of March 27, 2024 and December 27, 2023, the Company had outstanding letters of credit of $3,310 and $3,147 , respectively, in connection with the Revolving Credit Facility.
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| Classification | March 27 2024 | March 29 2023 | |||||||||||||||||||||||||||
| Interest expense on Revolving Credit Facility | Interest expense | $ | $ | ||||||||||||||||||||||||||
| Classification | March 27 2024 | December 27 2023 | |||||||||||||||
| Unamortized deferred financing costs on Revolving Credit Facility | Other assets | $ | $ | ||||||||||||||
NOTE 7: LEASES
Nature of Leases
Shake Shack currently leases all of its Company-operated Shacks, the home office and certain equipment under various non-cancelable lease agreements that expire on various dates through 2045. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether substantially all economic benefit from the use of the asset is obtained, and whether the Company has the right to direct the use of the asset. If these criteria are met, the Company has identified a lease within the contract, and therefore a right of use asset and lease liability are recorded on the Condensed Consolidated Balance Sheet. Upon possession of a leased asset, the Company determines whether the lease is an operating or finance lease. All of the Company's real estate leases are classified as operating leases and most equipment leases are classified as finance leases.
Generally, real estate leases have initial terms ranging from 10 to 15 years and typically include two five-year renewal options. Renewal options are generally not recognized as part of the right-of-use assets and lease liabilities as it is not reasonably certain at commencement date that the Company would exercise the renewal options. Real estate leases typically contain fixed minimum rent payments and/or contingent rent payments which are based upon sales in excess of specified thresholds. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period.
For operating leases, fixed lease payments are recognized as operating lease costs on a straight-line basis over the lease term within the Condensed Consolidated Statements of Income (Loss) in the following line items. Lease expense incurred before a Shack opens is recorded in Pre-opening costs. Once a Company-operated Shack opens, the straight-line lease expense and contingent rent, if applicable, are recorded in Occupancy and related expenses. Many of these leases also require the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in Occupancy and related expenses. Finance leases are recognized in depreciation expense on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability.
14 | Shake Shack Inc. Form 10-Q
Form 10-QFor both operating and finance leases that contain lease and non-lease components, the components are combined and accounted for as a single lease component. Variable lease costs for both operating and finance leases, if any, are recognized as incurred. Leases with a term of 12 months or less are deemed short-term and are not recognized on the Condensed Consolidated Balance Sheets. Fixed lease payments for short-term leases are recognized on a straight-line basis over the lease term.
The Company calculates operating lease assets and lease liabilities as the present value of fixed lease payments over the reasonably certain lease term beginning at the commencement date. The Company uses its incremental borrowing rate ("IBR") in determining the present value of future lease payments as there are no explicit rates provided in the leases. The IBR used to measure the lease liability is derived from the average of the yield curves obtained from using the notching method and the recovery rate method. The most significant assumption in calculating the IBR is the Company's credit rating and is subject to judgment. The credit rating used to develop the IBR is determined by utilizing the credit ratings of other public companies with similar financial information as SSE Holdings.
The Company expends cash for leasehold improvements to build out and equip leased properties. Generally, a portion of the leasehold improvements and building costs are reimbursed by the landlords through landlord incentives pursuant to agreed-upon terms in the lease agreements. Landlord incentives usually take the form of cash, full or partial credits against future minimum or contingent rents otherwise payable by the Company, or a combination thereof. In most cases, landlord incentives are received after the Company takes possession of the property and as milestones are met during the construction of the property. The Company includes these amounts in the measurement of the initial operating lease liability, and lease asset.
A summary of operating and finance right-of-use assets and lease liabilities were as follows:
| Classification | March 27 2024 | December 27 2023 | ||||||||||||
| Operating leases | $ | $ | ||||||||||||
| Finance leases | ||||||||||||||
| Total right-of-use assets | $ | $ | ||||||||||||
| Operating leases: | ||||||||||||||
| Operating lease liabilities, current | $ | $ | ||||||||||||
| Long-term operating lease liabilities | ||||||||||||||
| Finance leases: | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
The components of lease expense were as follows:
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| Classification | March 27 2024 | March 29 2023 | |||||||||||||||||||||||||||
| Operating lease cost | Occupancy and related expenses Pre-opening costs General and administrative expenses | $ | $ | ||||||||||||||||||||||||||
| Finance lease cost: | |||||||||||||||||||||||||||||
| Amortization of right-of-use assets | Depreciation and amortization expense | ||||||||||||||||||||||||||||
| Interest on lease liabilities | Interest expense | ||||||||||||||||||||||||||||
| Variable lease cost | Occupancy and related expenses Pre-opening costs General and administrative expenses | ||||||||||||||||||||||||||||
| Short-term lease cost | Occupancy and related expenses | ||||||||||||||||||||||||||||
| Total lease cost | $ | $ | |||||||||||||||||||||||||||
Shake Shack Inc. Form 10-Q | 15
Form 10-Q | 15As of March 27, 2024, future minimum lease payments for operating and finance leases consisted of the following:
| Operating Leases | Finance Leases | ||||||||||
2024(1) | $ | $ | |||||||||
| 2025 | |||||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| Thereafter | |||||||||||
| Total minimum payments | |||||||||||
| Less: imputed interest | |||||||||||
| Total lease liabilities | $ | $ | |||||||||
(1)Operating leases are net of certain tenant allowance receivables that were reclassified to Other current assets as of March 27, 2024.
As of March 27, 2024, the Company had additional operating lease commitments of $148,440 for non-cancelable leases without a possession date, which commence in 2024 or later. These lease commitments are materially consistent with the leases that have been executed thus far.
A summary of lease terms and discount rates for operating and finance leases were as follows:
| March 27 2024 | December 27 2023 | |||||||||||||||||||
| Weighted average remaining lease term (years): | ||||||||||||||||||||
| Operating leases | ||||||||||||||||||||
| Finance leases | ||||||||||||||||||||
| Weighted average discount rate: | ||||||||||||||||||||
| Operating leases | % | % | ||||||||||||||||||
| Finance leases | % | % | ||||||||||||||||||
Supplemental cash flow information related to leases was as follows:
| Thirteen Weeks Ended | |||||||||||||||||
| March 27 2024 | March 29 2023 | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||||||||
| Operating cash flows from finance leases | |||||||||||||||||
| Financing cash flows from finance leases | |||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||||||||
| Operating leases | |||||||||||||||||
| Finance leases | |||||||||||||||||
NOTE 8: NON-CONTROLLING INTERESTS
Shake Shack is the primary beneficiary and sole managing member of SSE Holdings and, as a result, consolidates the financial results of SSE Holdings. The Company reports a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement, as further amended, (the "LLC Agreement") of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE
16 | Shake Shack Inc. Form 10-Q
Form 10-QHoldings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one -for-one basis. In connection with any redemption or exchange, the Company will receive a corresponding number of LLC Interests, increasing the total ownership interest in SSE Holdings. Changes in the ownership interest in SSE Holdings while the Company retains its controlling interest in SSE Holdings will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Interests in SSE Holdings by the other members of SSE Holdings will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.
The following table summarizes the ownership interest in SSE Holdings:
| March 27, 2024 | December 27, 2023 | ||||||||||||||||||||||
| LLC Interests | Ownership % | LLC Interests | Ownership % | ||||||||||||||||||||
| Number of LLC Interests held by Shake Shack Inc. | % | % | |||||||||||||||||||||
| Number of LLC Interests held by non-controlling interest holders | % | % | |||||||||||||||||||||
| Total LLC Interests outstanding | % | % | |||||||||||||||||||||
The weighted average ownership percentages for the applicable reporting periods are used to attribute Net income (loss) and Other comprehensive income (loss) to the non-controlling interest holders and were as follows:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
| Non-controlling interest holders' weighted average ownership percentages | % | % | ||||||||||||||||||||||||
The following table summarizes the effects of changes in ownership of SSE Holdings on the Company's equity:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
| Net income (loss) attributable to Shake Shack Inc. | $ | $ | ( | |||||||||||||||||||||||
| Other comprehensive loss: | ||||||||||||||||||||||||||
| Unrealized holding loss on foreign currency translation adjustment | ( | ( | ||||||||||||||||||||||||
| Transfers (to) from non-controlling interests: | ||||||||||||||||||||||||||
| Increase in additional paid-in capital as a result of the redemption of LLC Interests | ||||||||||||||||||||||||||
| Decrease in additional paid-in capital as a result of activity under stock compensation plan | ( | ( | ||||||||||||||||||||||||
| Total effect of changes in ownership interest on loss attributable to Shake Shack Inc. | $ | ( | $ | ( | ||||||||||||||||||||||
The following table summarizes the LLC Interests activity:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
| LLC Interests activity under the Company's stock compensation plan | ||||||||||||||||||||||||||
| Number of LLC Interests received by Shake Shack Inc. | ||||||||||||||||||||||||||
| Redemption and acquisition of LLC Interests | ||||||||||||||||||||||||||
| Number of LLC Interests redeemed by non-controlling interest holders | ||||||||||||||||||||||||||
| Number of LLC Interests received by Shake Shack Inc. | ||||||||||||||||||||||||||
| Issuance of Class A common stock | ||||||||||||||||||||||||||
| Shares of Class A common stock issued in connection with redemptions of LLC Interests | ||||||||||||||||||||||||||
| Cancellation of Class B common stock | ||||||||||||||||||||||||||
| Shares of Class B common stock surrendered and canceled | ||||||||||||||||||||||||||
Shake Shack Inc. Form 10-Q | 17
Form 10-Q | 17NOTE 9: EQUITY-BASED COMPENSATION
A summary of equity-based compensation expense by award type was as follows:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
| Performance stock units | $ | $ | ||||||||||||||||||||||||
| Restricted stock units | ||||||||||||||||||||||||||
| Equity-based compensation expense | $ | $ | ||||||||||||||||||||||||
| Total income tax benefit recognized related to equity-based compensation | $ | $ | ||||||||||||||||||||||||
Equity-based compensation expense recognized was as follows:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
| General and administrative expenses | $ | $ | ||||||||||||||||||||||||
| Labor and related expenses | ||||||||||||||||||||||||||
| Equity-based compensation expense | $ | $ | ||||||||||||||||||||||||
NOTE 10: INCOME TAXES
Shake Shack is the sole managing member of SSE Holdings and, as a result, consolidates the financial results of SSE Holdings. SSE Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, SSE Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of SSE Holdings, as well as any stand-alone income or loss generated by Shake Shack Inc. The Company is also subject to withholding taxes in foreign jurisdictions.
Effective Income Tax Rates
The following table presents the Company’s effective income tax rates:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
| Effective income tax rates | % | ( | % | |||||||||||||||||||||||
The increase in the effective income tax rate for the thirteen weeks ended March 27, 2024 was primarily driven by the change in pre-tax income for the period compared to a pre-tax loss for the same period last year and the impact of discrete items which had a disproportionate effect on the minimal pre-tax loss in the prior year. Additionally, an increase in the Company's ownership interest in SSE Holdings increases its share of the taxable income (loss) of SSE Holdings.
18 | Shake Shack Inc. Form 10-Q
Form 10-QThe Company's weighted average ownership interest in SSE Holdings was as follows:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
Shake Shack's weighted average ownership percentages | % | % | ||||||||||||||||||||||||
Deferred Tax Assets and Liabilities
The Company acquires LLC Interests in connection with the redemption of LLC Interests and activity relating to its stock compensation plan and recognizes deferred tax assets associated with the basis difference in its investment in SSE Holdings upon acquisition of these LLC Interests.
The following table summarizes the LLC Interests acquired by the Company:
| Thirteen Weeks Ended | ||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||||||||
| LLC Interests activity under the Company's stock compensation plan | ||||||||||||||||||||||||||
| LLC Interests activity from redemptions of LLC Interests | ||||||||||||||||||||||||||
Total LLC Interests acquired by the Company | ||||||||||||||||||||||||||
Deferred tax assets related to the basis difference in the Company's investment in SSE Holdings were as follows:
| Thirteen Weeks Ended | ||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||
Deferred tax assets recognized upon acquisition of LLC Interests | $ | $ | ||||||||||||
| March 27 2024 | December 27 2023 | |||||||||||||
Total deferred tax assets related to the acquisition of LLC Interests | $ | $ | ||||||||||||
The Company also recognizes deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement and related deductions for imputed interest on such payments. Refer to "Tax Receivable Agreement," herein for additional information.
| Thirteen Weeks Ended | ||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||
Deferred tax assets recognized under the Tax Receivable Agreement | $ | $ | ||||||||||||
The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of March 27, 2024, the Company concluded, based on the weight of all available positive and negative evidence, that all of its deferred tax assets (except for those deferred tax assets relating to certain state tax credits and net operating losses) are more likely than not to be realized. As such, no additional valuation allowance was recognized.
Tax Receivable Agreement
On February 4, 2015, the Company entered into a tax receivable agreement with certain of the then-existing members of SSE Holdings (the "Tax Receivable Agreement") that provides for the payment by the Company of 85 % of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of (i) increases in the Company's share of the tax basis in the net assets of SSE Holdings resulting from any redemptions or exchanges of LLC Interests, (ii) tax basis
Shake Shack Inc. Form 10-Q | 19
Form 10-Q | 19increases attributable to payments made under the Tax Receivable Agreement, and (iii) deductions attributable to imputed interest pursuant to the Tax Receivable Agreement (the "TRA Payments"). The Company expects to benefit from the remaining 15 % of any tax benefits that may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in SSE Holdings or the Company. The rights of each member of SSE Holdings that is a party to the Tax Receivable Agreement, are assignable to transferees of their respective LLC Interests.
Pursuant to the Company's election under Section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of SSE Holdings when LLC Interests are redeemed or exchanged by the other members of SSE Holdings. The Company plans to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. The Company intends to treat any redemptions and exchanges of LLC Interests as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
There were no transactions subject to the Tax Receivable Agreement for which the Company did not recognize the related liability, as the Company concluded that it would have sufficient future taxable income to utilize all of the related tax benefits generated by all transactions that occurred during the thirteen weeks ended March 27, 2024 and March 29, 2023.
A summary of obligations under the Tax Receivable Agreement were as follows:
| Thirteen Weeks Ended | ||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||
Additional liabilities recognized under the Tax Receivable Agreement | $ | $ | ||||||||||||
| March 27 2024 | December 27 2023 | |||||||||||||
Total obligations under the Tax Receivable Agreement | $ | $ | ||||||||||||
During the thirteen weeks ended March 27, 2024 and March 29, 2023, inclusive of interest, no
NOTE 11: EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share of Class A common stock is computed by dividing Net income (loss) attributable to Shake Shack Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock is computed by dividing Net income (loss) attributable to Shake Shack Inc. by the weighted average number of shares of Class A common stock outstanding, adjusted to give effect to potentially dilutive securities.
20 | Shake Shack Inc. Form 10-Q
Form 10-QThe following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A common stock (in thousands, except per share amounts):
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | ||||||||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||||||||
| Net income (loss) attributable to Shake Shack Inc.—basic | $ | $ | ( | ||||||||||||||||||||||||||
| Net income (loss) attributable to Shake Shack Inc.—diluted | $ | $ | ( | ||||||||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding—basic | |||||||||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||||||||
| Performance stock units | |||||||||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||||||||
| Convertible Notes | |||||||||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding—diluted | |||||||||||||||||||||||||||||
| Earnings (loss) per share of Class A common stock—basic | $ | $ | ( | ||||||||||||||||||||||||||
| Earnings (loss) per share of Class A common stock—diluted | $ | $ | ( | ||||||||||||||||||||||||||
The effect of potential share settlement of the Convertible Notes outstanding for the period is included as potentially dilutive shares of Class A common stock under application of the if-converted method in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive. Refer to Note 6, Debt, for additional information.
Shares of Class B common stock do not share in the earnings or losses of Shake Shack and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of Class B common stock under the two-class method has not been presented. However, shares of Class B common stock outstanding for the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method and are included in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive.
The following table presents potentially dilutive securities excluded from the computations of diluted earnings (loss) per share of Class A common stock:
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| March 27 2024 | March 29 2023 | ||||||||||||||||||||||||||||
| Stock options | (2) | ||||||||||||||||||||||||||||
| Performance stock units | (1) | (2) | |||||||||||||||||||||||||||
| Restricted stock units | (2) | ||||||||||||||||||||||||||||
| Shares of Class B common stock | (2) | (2) | |||||||||||||||||||||||||||
| Convertible notes | (2) | ||||||||||||||||||||||||||||
(1)Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the performance conditions associated with these awards were not met assuming the end of the reporting period was the end of the performance period.
(2)Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive.
Shake Shack Inc. Form 10-Q | 21
Form 10-Q | 21NOTE 12: SUPPLEMENTAL CASH FLOW INFORMATION
The following table sets forth supplemental cash flow information:
| Thirteen Weeks Ended | ||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||
| Cash paid for: | ||||||||||||||
| Income taxes, net of refunds | $ | $ | ||||||||||||
| Interest, net of amounts capitalized | ||||||||||||||
| Non-cash investing activities: | ||||||||||||||
| Accrued purchases of property and equipment | ||||||||||||||
| Capitalized equity-based compensation | ||||||||||||||
| Non-cash financing activities: | ||||||||||||||
Establishment of liabilities under Tax Receivable Agreement | ||||||||||||||
NOTE 13: COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company is obligated under various operating leases for Shacks and the home office space, expiring in various years through 2045. Under certain of these leases, the Company is liable for contingent rent based on a percentage of sales in excess of specified thresholds and typically responsible for its proportionate share of real estate taxes, common area maintenance costs and other occupancy costs. Refer to Note 7, Leases, for additional information.
Certain leases require the Company to obtain letters of credit. As of March 27, 2024, the Company held three letters of credit, one for $402 , which expires in August 2024 and renews automatically for one-year periods through January 2034, one for $163 , which expires in December 2024 and renews automatically for one-year periods through December 2029 and one for $130 which expires in February 2026.
Purchase Commitments
Purchase obligations include legally binding contracts, including commitments for the purchase, construction or remodeling of real estate and facilities, firm minimum commitments for inventory purchases, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. These obligations are generally short-term in nature and are recorded as liabilities when the related goods are received or services rendered. The Company also enters into long-term, exclusive contracts with certain vendors to supply food, beverages and paper goods, obligating the Company to purchase specified quantities.
Legal Contingencies
The Company is subject to various legal proceedings, claims and liabilities, involving employees and guests alike, which arise in the ordinary course of business and are generally covered by insurance. As of March 27, 2024, the amount of the ultimate liability with respect to these matters was not material.
Liabilities under Tax Receivable Agreement
The Company is a party to the Tax Receivable Agreement under which it is contractually committed to pay certain of the members of SSE Holdings 85 % of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of certain transactions.
The Company is not obligated to make any payments under the Tax Receivable Agreement until the tax benefits associated with the transactions that gave rise to the payments are realized. Amounts payable under the Tax Receivable Agreement are
22 | Shake Shack Inc. Form 10-Q
Form 10-Qcontingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If the Company does not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then it would not be required to make the related TRA Payments.
The Company recognizes liabilities relating to the obligations under the Tax Receivable Agreement if concluding that it is probable that it would have sufficient future taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. Refer to Note 10, Income Taxes, for additional information relating to the Tax Receivable Agreement.
NOTE 14: RELATED PARTY TRANSACTIONS
Union Square Hospitality Group
The Chairman of the Board of Directors serves as the Executive Chairman of Union Square Hospitality Group, LLC. As a result, Union Square Hospitality Group, LLC and its subsidiary, set forth below, are considered related parties.
Hudson Yards Sports and Entertainment
In fiscal 2011, Shake Shack entered into a Master License Agreement (as amended, "MLA") with Hudson Yards Sports and Entertainment LLC ("HYSE") to operate Shake Shack branded limited menu concession stands in sports and entertainment venues within the United States. In February 2019, the agreement was assigned to Hudson Yards Catering ("HYC"), the parent of HYSE. The agreement expires in January 2027 and includes five consecutive five-year renewal options at HYC's option. As consideration for these rights, HYC pays the Company a license fee based on a percentage of net food sales, as defined in the MLA. HYC also pays a percentage of profits on sales of branded beverages, as defined in the MLA.
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| Classification | March 27 2024 | March 29 2023 | |||||||||||||||||||||||||||
| Amounts received from HYC | Licensing revenue | $ | $ | ||||||||||||||||||||||||||
| Classification | March 27 2024 | December 27 2023 | |||||||||||||||
| Amounts due from HYC | Accounts receivable, net | $ | $ | ||||||||||||||
Madison Square Park Conservancy
The Chairman of the Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which Shake Shack has a license agreement and pays license fees to operate the Madison Square Park Shack. No
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| Classification | March 27 2024 | March 29 2023 | |||||||||||||||||||||||||||
| Amounts paid to MSP Conservancy | Occupancy and related expenses | $ | $ | ||||||||||||||||||||||||||
Olo, Inc.
The Chairman of the Board of Directors serves as a director of Olo, Inc., a platform the Company uses in connection with its mobile ordering application.
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| Classification | March 27 2024 | March 29 2023 | |||||||||||||||||||||||||||
| Amounts paid to Olo, Inc. | Other operating expenses | $ | $ | ||||||||||||||||||||||||||
Shake Shack Inc. Form 10-Q | 23
Form 10-Q | 23| Classification | March 27 2024 | December 27 2023 | |||||||||||||||
| Amounts due to Olo, Inc. | Accounts payable Accrued expenses | $ | $ | ||||||||||||||
Block, Inc.
The Company's Chief Executive Officer is a member of the board of directors of Block, Inc. (formerly known as "Square, Inc."). The Company currently uses certain point-of-sale applications, payment processing services, hardware and other enterprise platform services in connection with its kiosk technology, sales for certain off-site events and the processing of a limited amount of sales at certain locations.
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| Classification | March 27 2024 | March 29 2023 | |||||||||||||||||||||||||||
| Amounts paid to Block, Inc. | Other operating expenses | $ | $ | ||||||||||||||||||||||||||
| Classification | March 27 2024 | December 27 2023 | |||||||||||||||
| Amounts due to Block, Inc. | Accounts payable Accrued expenses | $ | $ | ||||||||||||||
Tax Receivable Agreement
The Company entered into a Tax Receivable Agreement that provides for the payment by the Company of 85 % of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of certain transactions. Refer to Note 10, Income Taxes, for additional information. No
| Classification | March 27 2024 | December 27 2023 | |||||||||||||||
| Amounts due under the Tax Receivable Agreement | Other current liabilities Liabilities under Tax Receivable Agreement, net of current portion | $ | $ | ||||||||||||||
Distributions to Members of SSE Holdings
Under the terms of the SSE Holdings LLC Agreement, SSE Holdings is obligated to make tax distributions to its members. No tax distributions were payable to non-controlling interest holders as of March 27, 2024 and December 27, 2023, respectively.
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| Classification | March 27 2024 | March 29 2023 | |||||||||||||||||||||||||||
| Amounts paid to non-controlling interest holders | Non-controlling interests | $ | $ | ||||||||||||||||||||||||||
24 | Shake Shack Inc. Form 10-Q
Form 10-QItem 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
This section and other parts of this Quarterly Report on Form 10-Q ("Form 10-Q") contain 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 from the statements made herein. All statements other than statements of historical fact are forward-looking statements including, but not limited to, statements about the Company's growth, strategic plan, and liquidity. 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," "future," "intend," "likely," "outlook," "potential," "project," "projection," "plan," "seek," "may," "could," "would," "will," "should," "can," "can have," 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 Form 10-Q in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 27, 2023 ("2023 Form 10-K").
The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.
The following discussion should be read in conjunction with our 2023 Form 10-K and the Condensed Consolidated Financial Statements and notes thereto included in Part I, Item 1 of this Form 10-Q. All information presented herein is based on our fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years and the associated quarters, months and periods of those fiscal years.
OVERVIEW
Shake Shack serves modern, fun and elevated versions of American classics using only premium ingredients. We are known for our made-to-order 100% Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With our fine-dining roots and a commitment to crafting uplifting experiences, Shake Shack has become a cult-brand and created a new category, fine-casual.
Our mission is to Stand For Something Good in all aspects of our business, including the talented team we hire and train, the premium ingredients making up our menu, our community engagement and the design of our Shacks. Stand For Something Good is a call to action for all of our stakeholders — our team, guests, communities, suppliers and investors — and we actively invite them all to share in this philosophy with us. This commitment drives our integration into the local communities in which we operate and fosters a deep and lasting connection with our guests.
The following definitions apply to these terms as used herein:
"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.
"Same-Shack sales" represents Shack sales for the comparable Shack base, which is defined as the number of 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.
“System-wide sales” is an operating measure and consists of sales from Company-operated Shacks and licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing
Shake Shack Inc. Form 10-Q | 25
Form 10-Q | 25revenue based on a percentage of sales from licensed Shacks, as well as certain up-front fees, such as territory fees and opening fees.
Key Operating Metrics
Same-Shack sales for the thirteen weeks ended March 27, 2024 increased 1.6% compared to the same period last year, driven by a 3.7% increase in price mix partially offset by a 2.1% decrease in guest traffic. For the purpose of calculating same-Shack sales for the thirteen weeks ended March 27, 2024, Shack sales for 224 Shacks were included in the comparable Shack base.
Average weekly sales were $73,000 for the thirteen weeks ended March 27, 2024, which was flat compared to the same period last year, primarily driven by higher menu prices, partially offset by a decline in guest traffic.
System-wide sales for the thirteen weeks ended March 27, 2024 increased 12.3% to $443.3 million compared to the same period last year.
Digital sales for the thirteen weeks ended March 27, 2024 increased 15.3% to $103.2 million compared to the same period last year. Digital sales includes orders placed on the Shake Shack app, website and third-party delivery platforms, which represented 36.8% of Shack sales during the thirteen weeks ended March 27, 2024.
Development Highlights
During the thirteen weeks ended March 27, 2024, we opened four new Company-operated Shacks and four new licensed Shacks. There was one permanent licensed Shack closure in the first quarter of 2024.
The following table presents the Shacks opened during the thirteen weeks ended March 27, 2024:
| Location | Type | Opening Date | ||||||||||||
| Nanjing, China — Nanjing IFC | Licensed | 1/3/2024 | ||||||||||||
| North Brunswick Township, NJ — North Brunswick | Company-operated | 1/10/2024 | ||||||||||||
| Seoul, Korea — Yeouido | Licensed | 1/12/2024 | ||||||||||||
| Vienna, VA — Pike 7 | Company-operated | 2/20/2024 | ||||||||||||
| Tel Aviv, Israel — Dizengoff | Licensed | 2/27/2024 | ||||||||||||
| Santa Rosa, CA — Montgomery Village | Company-operated | 2/28/2024 | ||||||||||||
| Bloomingdale, IL — Bloomingdale | Company-operated | 3/7/2024 | ||||||||||||
| Muharraq, Bahrain — Marassi Galleria Mall | Licensed | 3/14/2024 | ||||||||||||
As of March 27, 2024, there were 525 Shacks in operation system-wide, of which 299 were Company-operated Shacks and 226 were licensed Shacks.
26 | Shake Shack Inc. Form 10-Q
Form 10-QRESULTS OF OPERATIONS
The following table summarizes our results of operations for the thirteen weeks ended March 27, 2024 and March 29, 2023:
| Thirteen Weeks Ended | ||||||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | ||||||||||||||||||
| Shack sales | $ | 280,552 | 96.6 | % | $ | 244,254 | 96.4 | % | ||||||||||||
| Licensing revenue | 9,952 | 3.4 | % | 9,024 | 3.6 | % | ||||||||||||||
| TOTAL REVENUE | 290,504 | 100.0 | % | 253,278 | 100.0 | % | ||||||||||||||
Shack-level operating expenses(1): | ||||||||||||||||||||
| Food and paper costs | 80,253 | 28.6 | % | 71,772 | 29.4 | % | ||||||||||||||
| Labor and related expenses | 81,509 | 29.1 | % | 74,264 | 30.4 | % | ||||||||||||||
| Other operating expenses | 41,856 | 14.9 | % | 34,936 | 14.3 | % | ||||||||||||||
| Occupancy and related expenses | 22,188 | 7.9 | % | 18,583 | 7.6 | % | ||||||||||||||
| General and administrative expenses | 35,944 | 12.4 | % | 31,311 | 12.4 | % | ||||||||||||||
| Depreciation and amortization expense | 25,441 | 8.8 | % | 21,322 | 8.4 | % | ||||||||||||||
| Pre-opening costs | 2,753 | 0.9 | % | 3,557 | 1.4 | % | ||||||||||||||
| Impairment and loss on disposal of assets | 526 | 0.2 | % | 722 | 0.3 | % | ||||||||||||||
| TOTAL EXPENSES | 290,470 | 100.0 | % | 256,467 | 101.3 | % | ||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | 34 | — | % | (3,189) | (1.3) | % | ||||||||||||||
| Other income, net | 3,206 | 1.1 | % | 2,837 | 1.1 | % | ||||||||||||||
| Interest expense | (508) | (0.2) | % | (403) | (0.2) | % | ||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | 2,732 | 0.9 | % | (755) | (0.3) | % | ||||||||||||||
| Income tax expense | 518 | 0.2 | % | 867 | 0.3 | % | ||||||||||||||
| NET INCOME (LOSS) | 2,214 | 0.8 | % | (1,622) | (0.6) | % | ||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | 174 | 0.1 | % | (88) | — | % | ||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC. | $ | 2,040 | 0.7 | % | $ | (1,534) | (0.6) | % | ||||||||||||
(1)As a percentage of Shack sales.
Shack Sales
Shack sales represent the aggregate sales of food, beverages and Shake Shack branded merchandise at our Company-operated Shacks and gift card breakage income. Shack sales in any period are directly influenced by the number of operating weeks in such period and the total number of open Shacks.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Shack sales | $ | 280,552 | $ | 244,254 | |||||||||||||
Percentage of Total revenue | 96.6 | % | 96.4 | % | |||||||||||||
| Dollar change compared to prior year | $ | 36,298 | |||||||||||||||
| Percentage change compared to prior year | 14.9 | % | |||||||||||||||
Shack sales for the thirteen weeks ended March 27, 2024 increased 14.9% to $280.6 million versus the same period last year. The increase was primarily due to the opening of 39 new Company-operated Shacks between March 29, 2023 and March 27, 2024 which contributed $34.5 million and an increase in menu prices partially offset by a decline in guest traffic.
Shake Shack Inc. Form 10-Q | 27
Form 10-Q | 27Licensing Revenue
Licensing revenue is comprised of license fees and opening and territory fees for certain licensed Shacks. License fees are calculated as a percentage of sales and territory fees are payments for the exclusive right to develop Shacks in a specific geographic area.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Licensing revenue | $ | 9,952 | $ | 9,024 | |||||||||||||
Percentage of Total revenue | 3.4 | % | 3.6 | % | |||||||||||||
| Dollar change compared to prior year | $ | 928 | |||||||||||||||
| Percentage change compared to prior year | 10.3 | % | |||||||||||||||
Licensing revenue for the thirteen weeks ended March 27, 2024 increased 10.3% to $10.0 million versus the same period last year. The increase was primarily due to the opening of 37 net new licensed Shacks between March 29, 2023 and March 27, 2024 which contributed $1.6 million to Licensing revenue, partially offset by a decline in sales at existing licensed Shacks, primarily in China and the Middle East.
Food and Paper Costs
Food and paper costs include the direct costs associated with food, beverage and packaging of our menu items. The components of Food and paper costs are variable by nature, change with sales volume, impacted by menu mix, channel mix and fluctuations in commodity costs, as well as geographic scale and proximity.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Food and paper costs | $ | 80,253 | $ | 71,772 | |||||||||||||
| Percentage of Shack sales | 28.6 | % | 29.4 | % | |||||||||||||
| Dollar change compared to prior year | $ | 8,481 | |||||||||||||||
| Percentage change compared to prior year | 11.8 | % | |||||||||||||||
Food and paper costs for the thirteen weeks ended March 27, 2024 increased 11.8% to $80.3 million versus the same period last year. The increase was primarily due to the opening of 39 new Company-operated Shacks between March 29, 2023 and March 27, 2024, which contributed approximately $9.0 million.
As a percentage of Shack sales, the decrease in Food and paper costs for the thirteen weeks ended March 27, 2024 was primarily driven by menu price increases partially offset by the increases in commodities costs, mainly beef and fries and increases in marketing promotions.
Labor and Related Expenses
Labor and related expenses include Company-operated Shack-level hourly and management wages, bonuses, payroll taxes, equity-based compensation, workers’ compensation expense and medical benefits. As we expect with other variable expense items, labor costs should grow as our Shack sales grow. Factors that influence labor costs include minimum wage and payroll tax legislation, health care costs, size and location of the Shack and the performance of our Company-operated Shacks.
28 | Shake Shack Inc. Form 10-Q
Form 10-Q| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Labor and related expenses | $ | 81,509 | $ | 74,264 | |||||||||||||
| Percentage of Shack sales | 29.1 | % | 30.4 | % | |||||||||||||
| Dollar change compared to prior year | $ | 7,245 | |||||||||||||||
| Percentage change compared to prior year | 9.8 | % | |||||||||||||||
Labor and related expenses for the thirteen weeks ended March 27, 2024 increased 9.8% to $81.5 million versus the same period last year. The increase was primarily due to the opening of 39 new Company-operated Shacks between March 29, 2023 and March 27, 2024.
As a percentage of Shack sales, the decrease in Labor and related expenses for the thirteen weeks ended March 27, 2024 was primarily due to labor efficiencies partially offset by additional expenses from the opening of 39 new Company-operated Shacks between March 29, 2023 and March 27, 2024.
Other Operating Expenses
Other operating expenses consist of delivery commissions, Shack-level marketing expenses, repairs and maintenance, utilities and other operating expenses incidental to operating our Company-operated Shacks, such as non-perishable supplies, credit card fees and property insurance.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Other operating expenses | $ | 41,856 | $ | 34,936 | |||||||||||||
| Percentage of Shack sales | 14.9 | % | 14.3 | % | |||||||||||||
| Dollar change compared to prior year | $ | 6,920 | |||||||||||||||
| Percentage change compared to prior year | 19.8 | % | |||||||||||||||
Other operating expenses for the thirteen weeks ended March 27, 2024 increased 19.8% to $41.9 million versus the same period last year. The increase was primarily driven by higher facilities costs, mainly professional services, due to the opening of 39 new Company-operated Shacks between March 29, 2023 and March 27, 2024, as well as increases in transaction fees associated with higher sales and marketing costs.
As a percentage of Shack sales, the increase in Other operating expenses for the thirteen weeks ended March 27, 2024 was primarily due to increases in delivery commissions associated with higher delivery sales and marketing spend, partially offset by lower utility costs.
Occupancy and Related Expenses
Occupancy and related expenses consist of Shack-level occupancy expenses (including rent, common area expenses and certain local taxes), and exclude occupancy expenses associated with unopened Shacks, which are recorded separately in Pre-opening costs.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Occupancy and related expenses | $ | 22,188 | $ | 18,583 | |||||||||||||
| Percentage of Shack sales | 7.9 | % | 7.6 | % | |||||||||||||
| Dollar change compared to prior year | $ | 3,605 | |||||||||||||||
| Percentage change compared to prior year | 19.4 | % | |||||||||||||||
Shake Shack Inc. Form 10-Q | 29
Form 10-Q | 29Occupancy and related expenses for the thirteen weeks ended March 27, 2024 increased 19.4% to $22.2 million versus the same period last year. The increase was primarily due to the opening of 39 new Company-operated Shacks between March 29, 2023 and March 27, 2024.
As a percentage of Shack sales, the increase in Occupancy and related expenses for the thirteen weeks ended March 27, 2024 were primarily due to higher variable rent and occupancy taxes.
General and Administrative Expenses
General and administrative expenses consist of costs associated with corporate and administrative functions that support Shack development and operations, as well as equity-based compensation expense.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| General and administrative expenses | $ | 35,944 | $ | 31,311 | |||||||||||||
| Percentage of Total revenue | 12.4 | % | 12.4 | % | |||||||||||||
| Dollar change compared to prior year | $ | 4,633 | |||||||||||||||
| Percentage change compared to prior year | 14.8 | % | |||||||||||||||
General and administrative expenses for the thirteen weeks ended March 27, 2024 increased 14.8% to $35.9 million versus the same period last year. The increase was primarily due to increases in wages and other team costs to support our Shack growth, costs related to the restatement of prior periods included in the fiscal 2023 Form 10-K, professional fees related to non-recurring matters, as well as investments in marketing and technology initiatives, partially offset by the absence of one-time legal settlements compared to the prior year period.
As a percentage of Total revenue, General and administrative expenses was flat at 12.4% for the thirteen weeks ended March 27, 2024 and March 29, 2023, which was primarily due to sales leverage partially offset by the aforementioned items.
Depreciation and Amortization Expense
Depreciation and amortization expense primarily consists of the depreciation of fixed assets, including leasehold improvements and equipment.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Depreciation and amortization expense | $ | 25,441 | $ | 21,322 | |||||||||||||
| Percentage of Total revenue | 8.8 | % | 8.4 | % | |||||||||||||
| Dollar change compared to prior year | $ | 4,119 | |||||||||||||||
| Percentage change compared to prior year | 19.3 | % | |||||||||||||||
Depreciation and amortization expense for the thirteen weeks ended March 27, 2024 increased 19.3% to $25.4 million versus the same period last year. The increase was predominantly due to incremental depreciation of capital expenditures related to the opening of 39 new Company-operated Shacks and technology projects placed into service between March 29, 2023 and March 27, 2024.
Pre-Opening Costs
Pre-opening costs consist primarily of occupancy, manager and team member wages, cookware, travel and lodging costs for our opening training team and other supporting team members, marketing expenses, legal fees and inventory costs incurred prior to the opening of a Shack. All such costs incurred prior to the opening of a Company-operated Shack are expensed in the period in which the expense was incurred. Pre-opening costs can fluctuate significantly from period to period, based on the number and timing of Company-operated Shack openings and the specific pre-opening costs incurred for each Company-operated Shack. Additionally, Company-operated Shack openings in new geographic markets may initially experience higher pre-opening costs
30 | Shake Shack Inc. Form 10-Q
Form 10-Qthan our established geographic markets, such as the New York City metropolitan area, where we have greater economies of scale and incur lower travel and lodging costs for our training team.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Pre-opening costs | $ | 2,753 | $ | 3,557 | |||||||||||||
| Percentage of Total revenue | 0.9 | % | 1.4 | % | |||||||||||||
| Dollar change compared to prior year | $ | (804) | |||||||||||||||
| Percentage change compared to prior year | (22.6) | % | |||||||||||||||
Pre-opening costs for the thirteen weeks ended March 27, 2024 decreased 22.6% to $2.8 million versus the same period last year. The decrease was primarily due to a reduction in wages and team costs as we standardize the training process for unopened Shacks partially offset by an increase in legal costs.
Impairment and Loss on Disposal of Assets
Impairment and loss on disposal of assets primarily consists of impairment charges related to our long-lived assets, which includes property and equipment, as well as operating and finance lease assets. Additionally, Impairment and loss on disposal of assets includes the net book value of assets that have been retired which primarily consists of furniture, equipment and fixtures that were replaced in the normal course of business.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Impairment and loss on disposal of assets | $ | 526 | $ | 722 | |||||||||||||
| Percentage of Total revenue | 0.2 | % | 0.3 | % | |||||||||||||
| Dollar change compared to prior year | $ | (196) | |||||||||||||||
| Percentage change compared to prior year | (27.1) | % | |||||||||||||||
Impairment and loss on disposal of assets for the thirteen weeks ended March 27, 2024 decreased 27.1% to $0.5 million versus the same period last year. The decrease was primarily due to a decrease in abandoned construction projects partially offset by an increase in costs to replace certain equipment.
Other Income, Net
Other income, net consists primarily of interest income, adjustments to liabilities under the Tax Receivable Agreement, dividend income, and net unrealized and realized gains and losses from marketable securities.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Other income, net | $ | 3,206 | $ | 2,837 | |||||||||||||
| Percentage of Total revenue | 1.1 | % | 1.1 | % | |||||||||||||
| Dollar change compared to prior year | $ | 369 | |||||||||||||||
| Percentage change compared to prior year | 13.0 | % | |||||||||||||||
Other income, net for the thirteen weeks ended March 27, 2024 increased from $2.8 million to $3.2 million versus the same period last year. The increase was primarily due to an increase in interest income related to investments in marketable securities.
Shake Shack Inc. Form 10-Q | 31
Form 10-Q | 31Interest Expense
Interest expense generally consists of interest on the current portion of our liabilities under the Tax Receivable Agreement, imputed interest related to our financing equipment leases, amortization of deferred financing costs, interest and fees on our Revolving Credit Facility and amortization of debt issuance costs.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Interest expense | $ | (508) | $ | (403) | |||||||||||||
| Percentage of Total revenue | (0.2) | % | (0.2) | % | |||||||||||||
| Dollar change compared to prior year | $ | (105) | |||||||||||||||
| Percentage change compared to prior year | 26.1 | % | |||||||||||||||
Interest expense for the thirteen weeks ended March 27, 2024 increased 26.1% to $0.5 million versus the same period last year. The increase was primarily due to increased finance lease charges from the opening of 39 new Company-operated Shacks between March 29, 2023 and March 27, 2024.
Income Tax Expense
We are the sole managing member of SSE Holdings, and as a result, consolidate the financial results of SSE Holdings. SSE Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, SSE Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of SSE Holdings, as well as any stand-alone income or loss generated by us. We are also subject to withholding taxes in foreign jurisdictions.
| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Income tax expense | $ | 518 | $ | 867 | |||||||||||||
| Percentage of Total revenue | 0.2 | % | 0.3 | % | |||||||||||||
| Dollar change compared to prior year | $ | (349) | |||||||||||||||
| Percentage change compared to prior year | (40.3) | % | |||||||||||||||
Our effective income tax rates for the thirteen weeks ended March 27, 2024 and March 29, 2023 were 19.0% and (114.8)%, respectively. The increase was primarily driven by the change in pre-tax income for the period compared to a pre-tax loss for the same period last year and the impact of discrete items which had a disproportionate effect on the minimal pre-tax loss in the prior year. Additionally, an increase in the Company's ownership interest in SSE Holdings increases its share of the taxable income (loss) of SSE Holdings. Our weighted-average ownership interest in SSE Holdings was 93.3% and 93.2%, respectively, for the thirteen weeks ended March 27, 2024 and March 29, 2023.
Net Income (Loss) Attributable to Non-controlling Interests
We are the sole managing member of SSE Holdings and have the sole voting power in, and control the management of, SSE Holdings. Accordingly, we consolidate the financial results of SSE Holdings and report a non-controlling interest on our Condensed Consolidated Statements of Income (Loss), representing the portion of net income (loss) attributable to the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to Shake Shack Inc. and the non-controlling interest holders.
32 | Shake Shack Inc. Form 10-Q
Form 10-Q| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Net income (loss) attributable to non-controlling interests | $ | 174 | $ | (88) | |||||||||||||
| Percentage of Total revenue | 0.1 | % | — | % | |||||||||||||
Net income (loss) attributable to non-controlling interests for the thirteen weeks ended March 27, 2024 improved to income of $0.2 million from a loss of $0.1 million in the same period last year. The improvement for the thirteen weeks ended March 27, 2024 was primarily due to improved net results compared to the same period last year, partially offset by a decrease in the non-controlling interest holders' weighted average ownership, which was 6.7% and 6.8%, respectively for the thirteen weeks ended March 27, 2024 and March 29, 2023.
NON-GAAP FINANCIAL MEASURES
To supplement the Condensed Consolidated Financial Statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we use the following non-GAAP financial measures: Restaurant-level profit, Restaurant-level 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").
Restaurant-Level Profit
Restaurant-level profit, formerly referred to as Shack-level operating profit, is defined as Shack sales less Shack-level operating expenses which include 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, Restaurant-level profit and Restaurant-level profit margin are supplemental measures of operating performance that we believe are useful measures to evaluate the performance and profitability of our Shacks. Additionally, Restaurant-level profit and Restaurant-level profit margin are key metrics used internally by our management to develop internal budgets and forecasts, as well as assess the performance of our Shacks relative to budget and against prior periods. It is also used to evaluate team member compensation as it serves as a metric in certain of our performance-based team member bonus arrangements. We believe the presentation of Restaurant-level profit and Restaurant-level profit margin provides investors with a supplemental view of our operating performance that can provide meaningful insights to the underlying operating performance of our Shacks, as these measures depict the operating results that are directly impacted by our Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of our Shacks. It may also assist investors to evaluate our performance relative to peers of various sizes and maturities and provides greater transparency with respect to how our management evaluates our business, as well as our financial and operational decision-making.
Limitations of the Usefulness of this Measure
Restaurant-level profit and Restaurant-level profit margin may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Restaurant-level profit and Restaurant-level 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. Restaurant-level 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 our Shacks. Therefore, this measure may not provide a complete understanding of the operating results of our Company as a whole and Restaurant-level profit and Restaurant-level profit margin should be reviewed in conjunction with our GAAP financial results. A reconciliation of Restaurant-level profit to Income (loss) from operations, the most directly comparable GAAP financial measure, is as follows.
Shake Shack Inc. Form 10-Q | 33
Form 10-Q | 33| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Income (loss) from operations | $ | 34 | $ | (3,189) | |||||||||||||
| Less: | |||||||||||||||||
| Licensing revenue | 9,952 | 9,024 | |||||||||||||||
| Add: | |||||||||||||||||
General and administrative expenses | 35,944 | 31,311 | |||||||||||||||
| Depreciation and amortization expense | 25,441 | 21,322 | |||||||||||||||
| Pre-opening costs | 2,753 | 3,557 | |||||||||||||||
| Impairment and loss on disposal of assets | 526 | 722 | |||||||||||||||
Restaurant-level profit | $ | 54,746 | $ | 44,699 | |||||||||||||
| Total revenue | $ | 290,504 | $ | 253,278 | |||||||||||||
| Less: Licensing revenue | 9,952 | 9,024 | |||||||||||||||
| Shack sales | $ | 280,552 | $ | 244,254 | |||||||||||||
Restaurant-level profit margin(1) | 19.5 % | 18.3 % | |||||||||||||||
(1)As a percentage of Shack sales.
EBITDA and Adjusted EBITDA
EBITDA is defined as Net income (loss) 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, Impairment and loss on disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that we do not believe directly reflect our core operations and may not be indicative of our 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 we believe are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by our management to develop internal budgets and forecasts and also serves as a metric in our performance-based equity incentive programs and certain of our bonus arrangements. We believe presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our 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 our performance and should be reviewed in conjunction with our GAAP financial measures. A reconciliation of EBITDA and adjusted EBITDA to Net income (loss), the most directly comparable GAAP measure, is as follows.
34 | Shake Shack Inc. Form 10-Q
Form 10-Q| Thirteen Weeks Ended | |||||||||||||||||
| (dollar amounts in thousands) | March 27 2024 | March 29 2023 | |||||||||||||||
| Net income (loss) | $ | 2,214 | $ | (1,622) | |||||||||||||
| Depreciation and amortization expense | 25,441 | 21,322 | |||||||||||||||
| Interest expense, net | (27) | 403 | |||||||||||||||
| Income tax expense | 518 | 867 | |||||||||||||||
| EBITDA | $ | 28,146 | $ | 20,970 | |||||||||||||
| Equity-based compensation | 3,642 | 3,802 | |||||||||||||||
| Amortization of cloud-based software implementation costs | 518 | 439 | |||||||||||||||
| Impairment and loss on disposal of assets | 526 | 722 | |||||||||||||||
Legal settlements(1) | — | 1,004 | |||||||||||||||
| CEO transition costs | 479 | — | |||||||||||||||
Restatement costs(2) | 1,391 | — | |||||||||||||||
Other(3) | 1,183 | 628 | |||||||||||||||
| Adjusted EBITDA | $ | 35,885 | $ | 27,565 | |||||||||||||
Adjusted EBITDA margin(4) | 12.4 % | 10.9 % | |||||||||||||||
(1)Expenses incurred to establish accruals related to the settlements of legal matters.
(2)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.
(3)Expenses incurred for professional fees related to non-recurring matters.
(4)Calculated as a percentage of Total revenue, which was $290.5 million and $253.3 million for the thirteen weeks ended March 27, 2024 and March 29, 2023, respectively.
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 we do not believe are directly related to our core operations and may not be indicative of our 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 we believe are useful measures to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all outstanding LLC Interests, we believe 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 our ownership of SSE Holdings, which are unrelated to our operating performance, and excludes items that are non-recurring or may not be indicative of our 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
Shake Shack Inc. Form 10-Q | 35
Form 10-Q | 35evaluating our performance, they do not account for the earnings attributable to the non-controlling interest holders and therefore do 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 our 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.
| Thirteen Weeks Ended | ||||||||||||||||||||
| (in thousands, except per share amounts) | March 27 2024 | March 29 2023 | ||||||||||||||||||
| Numerator: | ||||||||||||||||||||
| Net income (loss) attributable to Shake Shack Inc | $ | 2,040 | $ | (1,534) | ||||||||||||||||
| Adjustments: | ||||||||||||||||||||
Reallocation of Net income (loss) attributable to non-controlling interests from the assumed exchange of LLC Interests(1) | 174 | (88) | ||||||||||||||||||
| Legal settlements | — | 1,004 | ||||||||||||||||||
Restatement costs(2) | 1,391 | — | ||||||||||||||||||
| CEO transition costs | 479 | — | ||||||||||||||||||
Other(3) | 1,183 | 628 | ||||||||||||||||||
Tax impact of above adjustments(4) | 356 | (300) | ||||||||||||||||||
| Adjusted pro forma net income (loss) | $ | 5,623 | $ | (290) | ||||||||||||||||
| Denominator: | ||||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding—diluted | 41,259 | 39,332 | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||
Assumed exchange of LLC Interests for shares of Class A common stock(1) | 2,830 | 2,852 | ||||||||||||||||||
| Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted | 44,089 | 42,184 | ||||||||||||||||||
| Adjusted pro forma earnings (loss) per fully exchanged share—diluted | $ | 0.13 | $ | (0.01) | ||||||||||||||||
| Thirteen Weeks Ended | ||||||||||||||||||||
| March 27 2024 | March 29 2023 | |||||||||||||||||||
| Earnings (loss) per share of Class A common stock—diluted | $ | 0.05 | $ | (0.04) | ||||||||||||||||
Non-GAAP adjustments(5) | 0.08 | 0.03 | ||||||||||||||||||
| Adjusted pro forma earnings (loss) per fully exchanged share—diluted | $ | 0.13 | $ | (0.01) | ||||||||||||||||
(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)Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.
(3)Expenses incurred for professional fees related to non-recurring matters.
(4)Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 2.8% and 133.1% for the thirteen weeks ended March 27, 2024 and March 29, 2023, 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.
36 | Shake Shack Inc. Form 10-Q
Form 10-QLIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand, short-term investments and availability under our Revolving Credit Facility. As of March 27, 2024, we maintained a Cash and cash equivalents balance of $260.2 million and a short-term investments balance of $24.6 million within Marketable securities. In March 2021, we issued 0% Convertible Senior Notes (“Convertible Notes”), and received $243.8 million of proceeds, net of discounts. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.
On June 7, 2021, we filed a Registration Statement on Form S-3 with the SEC which permits us to issue a combination of securities described in the prospectus in one or more offerings from time to time. To date, we have not experienced difficulty accessing the capital markets; however, future volatility in the capital markets may affect our ability to access those markets or increase the costs associated with issuing debt or equity instruments.
Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs. Our requirements for working capital are generally not significant because our guests pay for their food and beverage purchases in cash or on debit or credit cards at the time of the sale and we are able to sell many of our inventory items before payment is due to the supplier of such items. Our ongoing capital expenditures are principally related to opening new Shacks, existing Shack capital investments (both for remodels and maintenance), as well as investments in our corporate technology infrastructure to support our home office, Shake Shack locations, and digital strategy.
In addition, we are obligated to make payments to certain members of SSE Holdings under the Tax Receivable Agreement. As of March 27, 2024, such obligations totaled $236.7 million. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then we would not be required to make the related payments under the Tax Receivable Agreement. Although the amount of any payments that must be made under the Tax Receivable Agreement may be significant, the timing of these payments will vary and will generally be limited to one payment per member per year. The amount of such payments are also limited to the extent we utilize the related deferred tax assets. The payments that we are required to make will generally reduce the amount of overall cash flow that might have otherwise been available to us or to SSE Holdings, but we expect the cash tax savings we will realize from the utilization of the related deferred tax assets to fund the required payments.
We believe our existing cash and cash equivalents balances and cash from operations will be sufficient to fund our operating and finance lease obligations, capital expenditures, Tax Receivable Agreement obligations and working capital needs for at least the next 12 months and the foreseeable future.
Summary of Cash Flows
The following table presents a summary of our cash flows from operating, investing and financing activities.
| Thirteen Weeks Ended | |||||||||||
| (in thousands) | March 27 2024 | March 29 2023 | |||||||||
| Net cash provided by operating activities | $ | 30,665 | $ | 19,820 | |||||||
| Net cash provided by investing activities | 11,307 | 46,462 | |||||||||
| Net cash used in financing activities | (6,421) | (3,369) | |||||||||
Effect of exchange rate changes on cash and cash equivalents | (1) | (4) | |||||||||
| Net increase in Cash and cash equivalents | 35,550 | 62,909 | |||||||||
| Cash and cash equivalents at beginning of period | 224,653 | 230,521 | |||||||||
| Cash and cash equivalents at end of period | $ | 260,203 | $ | 293,430 | |||||||
Shake Shack Inc. Form 10-Q | 37
Form 10-Q | 37Operating Activities
For the thirteen weeks ended March 27, 2024, net cash provided by operating activities was $30.7 million compared to $19.8 million for the thirteen weeks ended March 29, 2023, an increase of $10.8 million. The increase was primarily driven by a $7.5 million improvement in net results after excluding non-cash charges as well as changes in working capital of $3.3 million. The changes in working capital included an increase in liabilities related to general business operations as well as the timing and payments related to accruals and legal settlements, partially offset by a decrease in liabilities related to bonus arrangements.
Investing Activities
For the thirteen weeks ended March 27, 2024, net cash provided by investing activities was $11.3 million compared to $46.5 million for the thirteen weeks ended March 29, 2023, an decrease of $35.2 million. This decrease was primarily due to a net decrease in marketable securities activity as a result of the sale of equity securities of $81.5 million in the prior year, partially offset by maturities of held-to-maturity marketable securities in the current year of $44.4 million.
Financing Activities
For the thirteen weeks ended March 27, 2024, net cash used in financing activities was $6.4 million compared to $3.4 million for the thirteen weeks ended March 29, 2023, an increase of $3.0 million. This increase was primarily due to an increase in withholding taxes related to net settled equity awards.
Convertible Notes
In March 2021, we issued $250.0 million aggregate principal amount of 0% Convertible Senior Notes due 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, we pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.
Revolving Credit Facility
In August 2019, we entered into a Revolving Credit Facility, which matures in March 2026 and permits borrowings up to $50.0 million, with the ability to increase available borrowings up to an additional $100.0 million, subject to satisfaction of certain conditions. The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15.0 million.
In June 2023, the Company entered into the fourth amendment to the Revolving Credit Facility ("Fourth Amendment"), which, among other things, modified the benchmark interest rate to either: (i) the base rate plus applicable margin ranging from 0.0% to 1.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus applicable margin ranging from 1.0% to 2.5%, in each case depending on the net lease adjusted leverage ratio. As of March 27, 2024 and December 27, 2023, no amounts were outstanding under the Revolving Credit Facility.
The obligations under the Revolving Credit Facility are secured by a first-priority security interest in substantially all of the assets of SSE Holdings and the guarantors. The obligations under the Revolving Credit Facility are guaranteed by each of SSE Holdings' direct and indirect subsidiaries, with certain exceptions.
The Revolving Credit Facility requires us to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, as well as other customary affirmative and negative covenants. As of March 27, 2024, we were in compliance with all covenants.
Contractual Obligations
Material contractual obligations arising in the normal course of business primarily consist of operating and finance lease obligations, long-term debt, liabilities under the Tax Receivable Agreement and purchase obligations. The timing and nature of these commitments are expected to have an impact on our liquidity and capital requirements in future periods. Refer to Note 6, Debt and Note 7, Leases, in the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1 for additional information relating to our long-term debt and operating and financing leases.
38 | Shake Shack Inc. Form 10-Q
Form 10-QLiabilities under the Tax Receivable Agreement include amounts to be paid to the non-controlling interest holders, assuming we will have sufficient taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. Refer to Note 10, Income Taxes, and Note 13, Commitments and Contingencies, in the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1, for additional information relating to our Tax Receivable Agreement and related liabilities.
Purchase obligations include all legally binding contracts, including commitments for the purchase, construction or remodeling of real estate and facilities, firm minimum commitments for inventory purchases, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. The majority of our purchase obligations are due within the next 12 months.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our consolidated financial condition and results of operations is based upon the accompanying Condensed Consolidated Financial Statements and notes thereto, which have been prepared in accordance with GAAP. The preparation of the Condensed Consolidated Financial Statements requires us to make estimates, judgments and assumptions, which we believe to be reasonable, based on the information available. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Variances in the estimates or assumptions used to actual experience could yield materially different accounting results. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate under the facts and circumstances. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 27, 2023.
Recently Issued Accounting Pronouncements
Refer to Note 2, Summary of Significant Accounting Policies under Part I, Item 1 of this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes to our exposure to market risks as described in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 27, 2023.
Item 4. Controls and Procedures.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon the evaluation of our disclosure controls and procedures as of March 27, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the existence of the material weakness in our internal control over financial reporting identified in fiscal 2023, as described below.
Shake Shack Inc. Form 10-Q | 39
Form 10-Q | 39PREVIOUSLY REPORTED MATERIAL WEAKNESS
As previously disclosed in Item 9A. “Controls and Procedures” on Form 10-K for the year ended December 27, 2023, management identified a material weakness in our internal control over financial reporting related to the calculation of state deferred taxes and the related income tax expense (benefit). Specifically, the internal controls in place with respect to the calculation of state deferred taxes and the related income tax expense (benefit) were not designed appropriately. The material weakness existed as of December 27, 2023 and prior periods.
Management identified and reported this weakness to both our audit committee and Ernst & Young LLP, our independent registered public accounting firm, immediately upon identification. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under potential future conditions, regardless of how remote.
REMEDIATION STATUS OF MATERIAL WEAKNESS
We are designing and implementing measures to remediate the material weakness noted above and to enhance our internal control over financial reporting. As of the filing of this Quarterly Report on Form 10-Q, we have established a Steering Committee with representatives from key departments within our Finance organization as well as representatives from IT and Securities Counsel and began remediation activities. We have hired a Head of Tax with over 20 years of tax leadership experience including working with Up-C structures, enhancing controls, processes, and tax technology. Additionally, we are currently supplementing our tax resources through the use of third-party tax consultants and intend to utilize the third-party tax consultants, under the supervision of management, throughout the remediation process. In addition, we are in the process of developing enhanced management review control procedures over the calculation of state deferred taxes and the related income tax expense (benefit).
The actions that we are taking are subject to ongoing senior management review, as well as oversight of the audit committee of our board of directors. The material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Except as described above, there were no changes to our internal control over financial reporting that occurred during the quarter ended March 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
40 | Shake Shack Inc. Form 10-Q
Form 10-QPART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The information required by this Item is incorporated by reference to Part I, Item 1, Note 13, Commitments and Contingencies.
Item 1A. Risk Factors.
There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 5. Other Information.
Pursuant to Item 408(a) of Regulation S-K, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” during the thirteen weeks ended March 27, 2024 as follows:
| Name | Position | Action | Adoption Date | Expiration Date | Aggregate Numbers of Class A Common Stock to be Purchased/Sold | ||||||||||||
| Adoption | 11/29/2024 | ||||||||||||||||
| Adoption | 8/9/2024 | ||||||||||||||||
| Adoption | 12/12/2024 | ||||||||||||||||
Other than as disclosed above, no other officer or director adopted or terminated
Shake Shack Inc. Form 10-Q | 41
Form 10-Q | 41Item 6. Exhibits.
Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||||||||||||||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | |||||||||||||||||||||||||||||
| 8-K | 3.1 | 2/10/2015 | ||||||||||||||||||||||||||||||
| 8-K | 3.1 | 10/4/2019 | ||||||||||||||||||||||||||||||
| S-1/A | 4.1 | 1/28/2015 | ||||||||||||||||||||||||||||||
8-K | 10.1 | 1/26/2024 | ||||||||||||||||||||||||||||||
8-K | 10.1 | 3/21/2024 | ||||||||||||||||||||||||||||||
| * | ||||||||||||||||||||||||||||||||
| * | ||||||||||||||||||||||||||||||||
| # | ||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | * | ||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | * | ||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | * | ||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * | ||||||||||||||||||||||||||||||
# Furnished herewith.
42 | Shake Shack Inc. Form 10-Q
Form 10-QSIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Shake Shack Inc. | ||||||||
| (Registrant) | ||||||||
| Date: May 3, 2024 | By: | /s/ Randy Garutti | ||||||
| Randy Garutti | ||||||||
| Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer) | ||||||||
| Date: May 3, 2024 | By: | /s/ Katherine I. Fogertey | ||||||
| Katherine I. Fogertey | ||||||||
| Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | ||||||||
Shake Shack Inc. Form 10-Q | 43
Form 10-Q | 43Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Randy Garutti, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2024 of Shake Shack Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: May 3, 2024 | |||||
| /s/ Randy Garutti | |||||
| Randy Garutti | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Katherine I. Fogertey, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2024 of Shake Shack Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: May 3, 2024 | |||||
| /s/ Katherine I. Fogertey | |||||
| Katherine I. Fogertey | |||||
| Chief Financial Officer | |||||
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Shake Shack Inc. (the “Company”), for the quarterly period ended March 27, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: May 3, 2024 | |||||
| /s/ Randy Garutti | |||||
| Randy Garutti | |||||
| Chief Executive Officer | |||||
| Date: May 3, 2024 | |||||
| /s/ Katherine I. Fogertey | |||||
| Katherine I. Fogertey | |||||
| Chief Financial Officer | |||||