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Shake Shack Announces Second Quarter 2022 Financial Results

SHAK

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

Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK) has posted its results for the second quarter of 2022 in a Shareholder Letter in the Quarterly Results section of the Company's Investor Relations website, which can be found here: Q2 2022 Shake Shack Shareholder Letter.

Shake Shack will host a conference call at 8:00 a.m. ET. Hosting the call will be Randy Garutti, Chief Executive Officer, and Katherine Fogertey, Chief Financial Officer. The conference call can be accessed live over the phone by dialing (877) 407-0792, or for international callers by dialing (201) 689-8263. A replay of the call will be available until August 11, 2022 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13730378.

The live audio webcast of the conference call will be accessible in the Events & Presentations section of the Company's Investor Relations website at investor.shakeshack.com. An archived replay of the webcast will also be available shortly after the live event has concluded.

(1)

Shack-level operating profit, Adjusted EBITDA and Adjusted pro forma net income (loss) are non-GAAP measures. A reconciliation to the most directly comparable financial measures presented in accordance with GAAP is set forth in the schedules accompanying this release. See “Non-GAAP Financial Measures” below.

About Shake Shack

Shake Shack serves elevated versions of American classics using only the best ingredients. It’s known for its delicious made-to-order Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great value, warm hospitality, and a commitment to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread appeal. Shake Shack’s purpose is to Stand For Something Good®, from its premium ingredients and employee development, to its inspiring designs and deep community investment. Since the original Shack opened in 2004 in NYC’s Madison Square Park, the Company has expanded to about 260 locations in 32 U.S. States and the District of Columbia, including about 140 international locations across London, Hong Kong, Shanghai, Singapore, Mexico City, Istanbul, Dubai, Tokyo, Seoul and more.

Skip the line with the Shack App, a mobile ordering app that lets you save time by ordering ahead! Guests can select their location, pick their food, choose a pickup time and their meal will be cooked-to-order and timed to arrival. Available on iOS and Android.

Definitions

The following definitions apply to these terms as used in this release:

"Shack sales" is defined as the aggregate sales of food, beverages, gift card breakage income and Shake Shack branded merchandise at domestic Company-operated Shacks and excludes sales from licensed Shacks.

“System-wide sales” is an operating measure and consists of sales from the Company's domestic Company-operated Shacks, domestic licensed Shacks and international licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing revenue based on a percentage of sales from domestic and international licensed Shacks, as well as certain up-front fees, such as territory fees and opening fees.

"Same-Shack sales" represents Shack sales for the comparable Shack base, which is defined as the number of domestic Company-operated Shacks open for 24 full fiscal months or longer. For consecutive days that Shacks were temporarily closed, the comparative period was also adjusted.

"Shack-level operating profit," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.

"Shack-level operating profit margin," a non-GAAP measure, is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses as a percentage of Shack sales.

“EBITDA,” a non-GAAP measure, is defined as Net income (loss) before interest expense (net of interest income), Income tax expense (benefit), and Depreciation and amortization expense.

“Adjusted EBITDA,” a non-GAAP measure, is defined as EBITDA (as defined above), excluding equity-based compensation expense, deferred lease costs, Impairment and loss on disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations.

"Adjusted pro forma net income," a non-GAAP measure, represents Net income (loss) attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring and other items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations.

SHAKE SHACK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)

June 29
2022

December 29
2021

ASSETS

Current assets:

Cash and cash equivalents

$

278,332

$

302,406

Marketable securities

79,625

80,000

Accounts receivable, net

11,936

13,657

Inventories

3,955

3,850

Prepaid expenses and other current assets

13,727

9,763

Total current assets

387,575

409,676

Property and equipment, net of accumulated depreciation of $254,291 and $222,768, respectively

411,018

389,386

Operating lease assets

361,522

347,277

Deferred income taxes, net

305,230

298,668

Other assets

14,735

12,563

TOTAL ASSETS

$

1,480,080

$

1,457,570

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

16,420

$

19,947

Accrued expenses

40,013

36,892

Accrued wages and related liabilities

18,440

14,638

Operating lease liabilities, current

38,775

35,519

Other current liabilities

20,261

14,501

Total current liabilities

133,909

121,497

Long-term debt

244,066

243,542

Long-term operating lease liabilities

418,010

400,113

Liabilities under tax receivable agreement, net of current portion

234,862

234,045

Other long-term liabilities

21,597

22,773

Total liabilities

1,052,444

1,021,970

Commitments and contingencies

Stockholders' equity:

Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of June 29, 2022 and December 29, 2021.

Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,266,670 and

39,142,397 shares issued and outstanding as of June 29, 2022 and December 29, 2021, respectively.

39

39

Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,871,513 and

2,921,587 shares issued and outstanding as of June 29, 2022 and December 29, 2021, respectively.

3

3

Additional paid-in capital

410,520

405,940

Retained earnings (accumulated deficit)

(7,796

)

3,554

Accumulated other comprehensive income (loss)

(1

)

1

Total stockholders' equity attributable to Shake Shack Inc.

402,765

409,537

Non-controlling interests

24,871

26,063

Total equity

427,636

435,600

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,480,080

$

1,457,570

SHAKE SHACK INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share amounts)

Thirteen Weeks Ended

Twenty-Six Weeks Ended

June 29
2022

June 30
2021

June 29
2022

June 30
2021

Shack sales

$

223,054

96.7

%

$

181,470

96.8

%

$

419,845

96.7

%

$

332,138

96.9

%

Licensing revenue

7,698

3.3

%

5,990

3.2

%

14,298

3.3

%

10,604

3.1

%

TOTAL REVENUE

230,752

100.0

%

187,460

100.0

%

434,143

100.0

%

342,742

100.0

%

Shack-level operating expenses(1):

Food and paper costs

65,987

29.6

%

54,917

30.3

%

125,871

30.0

%

99,547

30.0

%

Labor and related expenses

65,851

29.5

%

52,631

29.0

%

126,316

30.1

%

99,013

29.8

%

Other operating expenses

32,563

14.6

%

24,275

13.4

%

62,800

15.0

%

47,419

14.3

%

Occupancy and related expenses

16,657

7.5

%

14,876

8.2

%

32,933

7.8

%

28,787

8.7

%

General and administrative expenses

29,075

12.6

%

20,366

10.9

%

60,395

13.9

%

39,931

11.7

%

Depreciation and amortization expense

18,087

7.8

%

14,472

7.7

%

34,942

8.0

%

28,198

8.2

%

Pre-opening costs

2,823

1.2

%

2,258

1.2

%

5,535

1.3

%

5,834

1.7

%

Impairment and loss on disposal of assets

528

0.2

%

358

0.2

%

1,105

0.3

%

727

0.2

%

TOTAL EXPENSES

231,571

100.4

%

184,153

98.2

%

449,897

103.6

%

349,456

102.0

%

INCOME (LOSS) FROM OPERATIONS

(819

)

(0.4

) %

3,307

1.8

%

(15,754

)

(3.6

) %

(6,714

)

(2.0

) %

Other income, net

538

0.2

%

108

0.1

%

249

0.1

%

139

%

Interest expense

(315

)

(0.1

) %

(359

)

(0.2

) %

(670

)

(0.2

) %

(874

)

(0.3

) %

INCOME (LOSS) BEFORE INCOME TAXES

(596

)

(0.3

) %

3,056

1.6

%

(16,175

)

(3.7

) %

(7,449

)

(2.2

) %

Income tax expense (benefit)

707

0.3

%

991

0.5

%

(3,590

)

(0.8

) %

(10,089

)

(2.9

) %

NET INCOME (LOSS)

(1,303

)

(0.6

) %

2,065

1.1

%

(12,585

)

(2.9

) %

2,640

0.8

%

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

(115

)

%

121

0.1

%

(1,235

)

(0.3

) %

(613

)

(0.2

) %

NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.

$

(1,188

)

(0.5

) %

$

1,944

1.0

%

$

(11,350

)

(2.6

) %

$

3,253

0.9

%

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

Basic

$

(0.03

)

$

0.05

$

(0.29

)

$

0.08

Diluted

$

(0.03

)

$

0.05

$

(0.29

)

$

0.06

Weighted average shares of Class A common stock outstanding:

Basic

39,227

39,114

39,195

39,031

Diluted

39,227

43,789

39,195

43,289

___________

(1)

As a percentage of Shack sales.

SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

Twenty-Six Weeks Ended

June 29
2022

June 30
2021

OPERATING ACTIVITIES

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

$

(12,585

)

$

2,640

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

Depreciation and amortization expense

34,942

28,198

Amortization of debt issuance costs

524

344

Amortization of cloud computing asset

683

627

Non-cash operating lease cost

28,010

24,716

Equity-based compensation

6,640

3,639

Deferred income taxes

8,392

6,265

Loss on sale of marketable securities

5

Non-cash interest expense

28

343

Impairment and loss on disposal of assets

1,105

727

Unrealized loss on equity securities

561

37

Other non-cash income

(2

)

(1

)

Changes in operating assets and liabilities:

Accounts receivable

1,721

(2,239

)

Inventories

(105

)

(672

)

Prepaid expenses and other current assets

(3,964

)

4,384

Other assets

(4,090

)

(488

)

Accounts payable

(1,104

)

4,236

Accrued expenses

(13,208

)

(13,643

)

Accrued wages and related liabilities

3,802

4,423

Other current liabilities

4,929

(1,515

)

Long-term operating lease liabilities

(21,102

)

(24,583

)

Other long-term liabilities

(15

)

(438

)

NET CASH PROVIDED BY OPERATING ACTIVITIES

35,162

37,005

INVESTING ACTIVITIES

Purchases of property and equipment

(55,268

)

(44,709

)

Purchases of marketable securities

(186

)

(47,264

)

Sales of marketable securities

4,004

NET CASH USED IN INVESTING ACTIVITIES

(55,454

)

(87,969

)

FINANCING ACTIVITIES

Proceeds from issuance of convertible notes, net of discount

243,750

Deferred financing costs

(101

)

Payments on principal of finance leases

(1,513

)

(1,272

)

Distributions paid to non-controlling interest holders

(324

)

(706

)

Debt issuance costs

(687

)

Proceeds from stock option exercises

175

6,610

Employee withholding taxes related to net settled equity awards

(2,120

)

(3,400

)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

(3,782

)

244,194

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(24,074

)

193,230

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

302,406

146,873

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

278,332

$

340,103

SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

To supplement the consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company uses the following non-GAAP financial measures: Shack-level operating profit, Shack-level operating profit margin, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share (collectively the "non-GAAP financial measures").

Shack-Level Operating Profit

Shack-level operating profit is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.

How This Measure Is Useful

When used in conjunction with GAAP financial measures, Shack-level operating profit and Shack-level operating profit margin are supplemental measures of operating performance that the Company believes are useful measures to evaluate the performance and profitability of its Shacks. Additionally, Shack-level operating profit and Shack-level operating profit margin are key metrics used internally by management to develop internal budgets and forecasts, as well as assess the performance of its Shacks relative to budget and against prior periods. It is also used to evaluate employee compensation as it serves as a metric in certain performance-based employee bonus arrangements. The Company believes presentation of Shack-level operating profit and Shack-level operating profit margin provides investors with a supplemental view of its operating performance that can provide meaningful insights to the underlying operating performance of the Shacks, as these measures depict the operating results that are directly impacted by the Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of the Shacks. It may also assist investors to evaluate the Company's performance relative to peers of various sizes and maturities and provides greater transparency with respect to how management evaluates the business, as well as the financial and operational decision-making.

Limitations of the Usefulness of this Measure

Shack-level operating profit and Shack-level operating profit margin may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Shack-level operating profit and Shack-level operating profit margin is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Shack-level operating profit excludes certain costs, such as General and administrative expenses and Pre-opening costs, which are considered normal, recurring cash operating expenses and are essential to support the operation and development of the Company's Shacks. Therefore, this measure may not provide a complete understanding of the Company's operating results as a whole and Shack-level operating profit and Shack-level operating profit margin should be reviewed in conjunction with the Company's GAAP financial results. A reconciliation of Shack-level operating profit to Loss from Operations, the most directly comparable GAAP financial measure, is set forth below.

Thirteen Weeks Ended

Twenty-Six Weeks Ended

(dollar amounts in thousands)

June 29
2022

June 30
2021

June 29
2022

June 30
2021

Income (loss) from operations

$

(819

)

$

3,307

$

(15,754

)

$

(6,714

)

Less:

Licensing revenue

7,698

5,990

14,298

10,604

Add:

General and administrative expenses

29,075

20,366

60,395

39,931

Depreciation and amortization expense

18,087

14,472

34,942

28,198

Pre-opening costs

2,823

2,258

5,535

5,834

Impairment and loss on disposal of assets

528

358

1,105

727

Shack-level operating profit

$

41,996

$

34,771

$

71,925

$

57,372

Total revenue

$

230,752

$

187,460

$

434,143

$

342,742

Less: Licensing revenue

7,698

5,990

14,298

10,604

Shack sales

$

223,054

$

181,470

$

419,845

$

332,138

Shack-level operating profit margin(1,2)

18.8

%

19.2

%

17.1

%

17.3

%

_____________

(1)

As a percentage of Shack sales.

(2)

For the twenty-six weeks ended June 29, 2022, Shack-level operating profit margin includes the $1,281 cumulative catch-up adjustment for gift card breakage income, recognized in Shack sales.

SHAKE SHACK INC.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

EBITDA and Adjusted EBITDA

EBITDA is defined as Net income (loss) before interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA (as defined above) excluding equity-based compensation expense, deferred lease costs, Impairment and loss on the disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that the Company does not believe directly reflect its core operations and may not be indicative of the Company's recurring business operations.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, EBITDA and adjusted EBITDA are supplemental measures of operating performance that the Company believes are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by management to develop internal budgets and forecasts and also serves as a metric in its performance-based equity incentive programs and certain bonus arrangements. The Company believes presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of the Company's operating performance that facilitates analysis and comparisons of its ongoing business operations because they exclude items that may not be indicative of the Company's ongoing operating performance.

Limitations of the Usefulness of These Measures

EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of EBITDA and adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of the Company's performance and should be reviewed in conjunction with the GAAP financial measures. A reconciliation of EBITDA and adjusted EBITDA to Net income (loss) the most directly comparable GAAP measure, is as follows.

Thirteen Weeks Ended

Twenty-Six Weeks Ended

(dollar amounts in thousands)

June 29
2022

June 30
2021

June 29
2022

June 30
2021

Net income (loss)

$

(1,303

)

$

2,065

$

(12,585

)

$

2,640

Depreciation and amortization expense

18,087

14,472

34,942

28,198

Interest expense, net

315

359

670

874

Income tax expense (benefit)

707

991

(3,590

)

(10,089

)

EBITDA

17,806

17,887

19,437

21,623

Equity-based compensation

3,452

1,958

6,640

3,639

Amortization of cloud-based software implementation costs

351

314

683

627

Deferred lease costs(1)

(773

)

(75

)

(1,650

)

129

Impairment and loss on disposal of assets

528

358

1,105

727

Legal matters

750

24

6,750

619

Gift card breakage cumulative catch-up adjustment

(1,281

)

Debt offering related costs(2)

236

Executive transition costs

179

179

Adjusted EBITDA

$

22,114

$

20,645

$

31,684

$

27,779

Adjusted EBITDA margin(3)

9.6

%

11.0

%

7.3

%

8.1

%

____________________

(1)

Reflects the extent to which lease expense is greater than or less than contractual fixed base rent.

(2)

Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees.

(3)

Calculated as a percentage of Total revenue, which was $230.8 million and $434.1 million for the thirteen and twenty-six weeks ended June 29, 2022, respectively, and $187.5 million and $342.7 million for the thirteen and twenty-six weeks ended June 30, 2021, respectively.

Adjusted Pro Forma Net Income (Loss) and Adjusted Pro Forma Earnings (Loss) Per Fully Exchanged and Diluted Share

Adjusted pro forma net income (loss) represents Net income (loss) attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring items that the Company does not believe are directly related to its core operations and may not be indicative of recurring business operations. Adjusted pro forma earnings (loss) per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income (loss) by the weighted-average shares of Class A common stock outstanding, assuming the full exchange of all outstanding LLC Interests, after giving effect to the dilutive effect of outstanding equity-based awards.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share are supplemental measures of operating performance that the Company believes are useful measures to evaluate performance period over period and relative to its competitors. By assuming the full exchange of all outstanding LLC Interests, the Company believes these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in Net income (loss) attributable to Shake Shack Inc. driven by increases in its ownership of SSE Holdings, which are unrelated to the Company's operating performance, and excludes items that are non-recurring or may not be indicative of ongoing operating performance.

Limitations of the Usefulness of These Measures

Adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share should not be considered alternatives to Net income (loss) and earnings (loss) per share, as determined under GAAP. While these measures are useful in evaluating the Company's performance, it does not account for the earnings attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the Net income (loss) attributable to Shake Shack Inc. Adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share should be evaluated in conjunction with GAAP financial results. A reconciliation of adjusted pro forma net income (loss) to Net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings (loss) per fully exchanged and diluted share are set forth below.

Thirteen Weeks Ended

Twenty-Six Weeks Ended

(in thousands, except per share amounts)

June 29
2022

June 30
2021

June 29
2022

June 30
2021

Numerator:

Net income (loss) attributable to Shake Shack Inc.

$

(1,188

)

$

1,944

$

(11,350

)

$

3,253

Adjustments:

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

(115

)

121

(1,235

)

(613

)

Legal matters

750

24

6,750

619

Gift card breakage cumulative catch-up adjustment

(1,281

)

Debt offering related costs(2)

236

Executive transition costs

179

179

Revolving Credit Facility amendments related costs(3)

323

Impact to income tax expense (benefit)(4)

684

112

(911

)

136

Adjusted pro forma net income (loss)

$

131

$

2,380

$

(8,027

)

$

4,133

Denominator:

Weighted average shares of Class A common stock outstanding—diluted

39,227

43,789

39,195

43,289

Adjustments:

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

2,906

2,913

Dilutive effect of stock options

104

Dilutive effect of convertible notes

1,467

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

43,704

43,789

42,108

43,289

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

$

0.00

$

0.05

$

(0.19

)

$

0.10

Thirteen Weeks Ended

Twenty-Six Weeks Ended

June 29
2022

June 30
2021

June 29
2022

June 30
2021

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

$

(0.03

)

$

0.05

$

(0.29

)

$

0.06

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

(0.01

)

Non-GAAP adjustments(5)

0.03

0.11

0.04

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

$

0.00

$

0.05

$

(0.19

)

$

0.10

___________________

(1)

Assumes the exchange of all outstanding LLC Interests for shares of Class A common stock, resulting in the elimination of the non-controlling interest and recognition of the net income (loss) attributable to non-controlling interests.

(2)

Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees.

(3)

Expense incurred in connection with the Company's amendments on the Revolving Credit Facility, including the write-off of previously capitalized costs on the Revolving Credit Facility.

(4)

Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 14.9% and 25.0% for the thirteen and twenty-six weeks ended June 29, 2022, respectively, and 27.0% and 167.8% for the thirteen and twenty-six weeks ended June 30, 2021, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

(5)

Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted Pro Forma Net Income (Loss) above, for additional information.