Shake Shack Announces Third Quarter 2024 Financial Results

• Total revenue of $316.9 million, up 14.7% versus 2023, including $304.9 million of Shack sales and $12.0 million of Licensing revenue.
• System-wide sales of $495.1 million, up 12.8% versus 2023.
• Same-Shack sales up 4.4% versus 2023.
• Operating loss of $18.0 million, inclusive of a $29.1 million charge for Impairments, loss on disposal of assets, and Shack closures, versus operating income of $5.7 million in 2023.
  • Restaurant-level profit⁽¹⁾ of $64.2 million, or 21.0% of Shack sales.

• Net loss of $11.1 million, inclusive of a $29.1 million charge for Impairments, loss on disposal of assets, and Shack closures, versus net income of $8.1 million in 2023.
  • Adjusted EBITDA⁽¹⁾ of $45.8 million, up 28.0% versus 2023.
• Net loss attributable to Shake Shack Inc. of $10.2 million, or loss of $0.26 per share, inclusive of a $29.1 million charge for Impairments, loss on disposal of assets, and Shack closures.
  • Adjusted pro forma net income⁽¹⁾ of $11.2 million, or earnings of $0.25 per fully exchanged and diluted share.
• Opened eight new Company-operated Shacks, including three drive-thrus. Opened nine new licensed Shacks.

NEW YORK--(BUSINESS WIRE)--Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK) has posted its results for the third quarter of 2024 in a Shareholder Letter in the Quarterly Results section of the Company's Investor Relations website, which can be found here: Q3 2024 Shake Shack Shareholder Letter.

Shake Shack will host a conference call at 8:00 a.m. ET. Hosting the call will be Robert Lynch, Chief Executive Officer, and Katherine Fogertey, Chief Financial Officer. The conference call can be accessed live over the phone by dialing [phone], or for international callers by dialing [phone]. A replay of the call will be available until November 06, 2024 by dialing [phone] or for international callers by dialing [phone]; the passcode is 13748716.

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)

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

About Shake Shack

Shake Shack serves elevated versions of American classics using only the best ingredients. It’s known for its delicious made-to-order Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great value, warm hospitality, and a commitment to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread appeal. Shake Shack’s purpose is to Stand For Something Good®, from its premium ingredients and employee development, to its inspiring designs and deep community investment. Since the original Shack opened in 2004 in NYC’s Madison Square Park, the Company has expanded to over 550 locations system-wide, including over 350 in 33 U.S. States and the District of Columbia, and 200 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 Company-operated Shacks and excludes sales from licensed Shacks.

“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 revenue based on a percentage of sales from 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 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.

"Restaurant-level profit," a non-GAAP measure, also formerly referred to as 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.

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

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

“Adjusted EBITDA,” a non-GAAP measure, is defined as EBITDA (as defined above), excluding equity-based compensation expense, Impairments, loss on disposal of assets, and Shack closures, 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 items that the Company does not believe are directly reflected to its core operations and may not be indicative of its recurring business operations.

SHAKE SHACK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
	September 25 2024			December 27 2023
ASSETS
Current assets:
Cash and cash equivalents	$	310,865		$	224,653
Marketable securities		—			68,561
Accounts receivable, net		16,743			16,847
Inventories		5,146			5,404
Prepaid expenses and other current assets		21,262			18,967
Total current assets		354,016			334,432
Property and equipment, net of accumulated depreciation of $442,383 and $376,760, respectively		544,902			530,995
Operating lease assets		419,586			398,296
Deferred income taxes, net		344,479			326,208
Other assets		12,436			15,926
TOTAL ASSETS	$	1,675,419		$	1,605,857
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	15,765		$	22,273
Accrued expenses		65,822			54,742
Accrued wages and related liabilities		21,961			20,945
Operating lease liabilities, current		55,227			49,004
Other current liabilities		17,058			17,103
Total current liabilities		175,833			164,067
Long-term debt		246,422			245,636
Long-term operating lease liabilities		499,228			464,533
Liabilities under tax receivable agreement, net of current portion		247,824			235,613
Other long-term liabilities		27,057			26,638
Total liabilities		1,196,364			1,136,487
Commitments and contingencies
Stockholders' equity:
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of September 25, 2024 and December 27, 2023.		—			—
Class A common stock, $0.001 par value—200,000,000 shares authorized; 40,027,089 and 39,474,315 shares issued and outstanding as of September 25, 2024 and December 27, 2023, respectively.		40			39
Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,456,158 and 2,834,513 shares issued and outstanding as of September 25, 2024 and December 27, 2023, respectively.		2			3
Additional paid-in capital		437,788			426,601
Retained earnings		18,274			16,777
Accumulated other comprehensive loss		(2	)		(3	)
Total stockholders' equity attributable to Shake Shack Inc.		456,102			443,417
Non-controlling interests		22,953			25,953
Total equity		479,055			469,370
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,675,419		$	1,605,857

SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in thousands, except per share amounts)
	Thirteen Weeks Ended										Thirty-Nine Weeks Ended
	September 25 2024					September 27 2023					September 25 2024					September 27 2023
Shack sales	$	304,897		96.2	%	$	264,980		95.9	%	$	890,929		96.4	%	$	771,044		96.2	%
Licensing revenue		12,027		3.8	%		11,227		4.1	%		32,995		3.6	%		30,246		3.8	%
TOTAL REVENUE		316,924		100.0	%		276,207		100.0	%		923,924		100.0	%		801,290		100.0	%
Shack-level operating expenses^(1):
Food and paper costs		86,056		28.2	%		77,180		29.1	%		251,362		28.2	%		224,752		29.1	%
Labor and related expenses		85,523		28.0	%		76,233		28.8	%		253,646		28.5	%		225,655		29.3	%
Other operating expenses		45,564		14.9	%		37,307		14.1	%		131,373		14.7	%		108,352		14.1	%
Occupancy and related expenses		23,608		7.7	%		20,300		7.7	%		69,022		7.7	%		58,684		7.6	%
General and administrative expenses		35,691		11.3	%		30,939		11.2	%		107,948		11.7	%		93,726		11.7	%
Depreciation and amortization expense		25,722		8.1	%		23,130		8.4	%		76,659		8.3	%		66,704		8.3	%
Pre-opening costs		3,662		1.2	%		4,969		1.8	%		10,429		1.1	%		14,103		1.8	%
Impairments, loss on disposal of assets, and Shack closures		29,086		9.2	%		492		0.2	%		30,657		3.3	%		2,098		0.3	%
TOTAL EXPENSES		334,912		105.7	%		270,550		98.0	%		931,096		100.8	%		794,074		99.1	%
INCOME (LOSS) FROM OPERATIONS		(17,988	)	(5.7	)%		5,657		2.0	%		(7,172	)	(0.8	)%		7,216		0.9	%
Other income, net		3,504		1.1	%		3,441		1.2	%		10,010		1.1	%		9,505		1.2	%
Interest expense		(498	)	(0.2	)%		(433	)	(0.2	)%		(1,533	)	(0.2	)%		(1,241	)	(0.2	)%
INCOME (LOSS) BEFORE INCOME TAXES		(14,982	)	(4.7	)%		8,665		3.1	%		1,305		0.1	%		15,480		1.9	%
Income tax expense (benefit)		(3,873	)	(1.2	)%		529		0.2	%		(182	)	—	%		1,743		0.2	%
NET INCOME (LOSS)		(11,109	)	(3.5	)%		8,136		2.9	%		1,487		0.2	%		13,737		1.7	%
Less: Net income (loss) attributable to non-controlling interests		(898	)	(0.3	)%		509		0.2	%		(10	)	—	%		696		0.1	%
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.	$	(10,211	)	(3.2	)%	$	7,627		2.8	%	$	1,497		0.2	%	$	13,041		1.6	%
Earnings (Loss) per share of Class A common stock:
Basic	$	(0.26	)			$	0.19				$	0.04				$	0.33
Diluted	$	(0.26	)			$	0.19				$	0.03				$	0.31
Weighted-average shares of Class A common stock outstanding:
Basic		40,010					39,460					39,758					39,402
Diluted		40,010					43,978					44,163					43,884

_________________
(1)	As a percentage of Shack sales.

SHAKE SHACK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
	Thirty-Nine Weeks Ended
	September 25 2024			September 27 2023
OPERATING ACTIVITIES
Net income (including amounts attributable to non-controlling interests)	$	1,487		$	13,737
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		76,659			66,704
Amortization of debt issuance costs		786			786
Amortization of cloud computing assets		1,577			1,320
Non-cash operating lease cost		57,484			49,775
Equity-based compensation		11,539			11,220
Deferred income taxes		(4,122	)		7,092
Non-cash interest		(123	)		94
Gain on sale of equity securities		—			(81	)
Net amortization of discount on held-to-maturity securities		(440	)		(939	)
Impairments, loss on disposal of assets, and Shack closures		28,703			2,098
Changes in operating assets and liabilities:
Accounts receivable		104			(12	)
Inventories		258			(424	)
Prepaid expenses and other current assets		(3,781	)		(3,056	)
Other assets		(2,489	)		(4,750	)
Accounts payable		(3,907	)		(5,064	)
Accrued expenses		10,123			(6,424	)
Accrued wages and related liabilities		1,016			555
Other current liabilities		(1,385	)		(2,757	)
Operating lease liabilities		(49,159	)		(41,725	)
Other long-term liabilities		1,742			2,442
NET CASH PROVIDED BY OPERATING ACTIVITIES		126,072			90,591
INVESTING ACTIVITIES
Purchases of property and equipment		(100,801	)		(113,033	)
Purchases of held-to-maturity securities		—			(94,019	)
Maturities of held-to-maturity marketable securities		69,420			—
Purchases of equity securities		—			(690	)
Sales of equity securities		—			81,478
NET CASH USED IN INVESTING ACTIVITIES		(31,381	)		(126,264	)
FINANCING ACTIVITIES
Payments on principal of finance leases		(2,921	)		(2,383	)
Distributions paid to non-controlling interest holders		(208	)		(131	)
Net proceeds from stock option exercises		795			631
Employee withholding taxes related to net settled equity awards		(6,146	)		(2,942	)
NET CASH USED IN FINANCING ACTIVITIES		(8,480	)		(4,825	)
Effect of exchange rate changes on cash and cash equivalents		1			(3	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		86,212			(40,501	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		224,653			230,521
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	310,865		$	190,020

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

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

Restaurant-Level Profit

Restaurant-level profit, also formerly referred to as 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, Restaurant-level profit and Restaurant-level 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, Restaurant-level profit and Restaurant-level 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 Restaurant-level profit and Restaurant-level 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

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 the Company's Shacks. Therefore, this measure may not provide a complete understanding of the Company's operating results as a whole and Restaurant-level profit and Restaurant-level profit margin should be reviewed in conjunction with the Company's GAAP financial results. A reconciliation of Restaurant-level profit to Loss from Operations, the most directly comparable GAAP financial measure, is set forth below.

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(dollar amounts in thousands)	September 25 2024			September 27 2023			September 25 2024			September 27 2023
Income (loss) from operations	$	(17,988	)	$	5,657		$	(7,172	)	$	7,216
Less:
Licensing revenue		12,027			11,227			32,995			30,246
Add:
General and administrative expenses		35,691			30,939			107,948			93,726
Depreciation and amortization expense		25,722			23,130			76,659			66,704
Pre-opening costs		3,662			4,969			10,429			14,103
Impairments, loss on disposal of assets, and Shack closures		29,086			492			30,657			2,098
Adjustment:
Employee benefit charges^(1)		8			—			453			—
Restaurant-level profit	$	64,154		$	53,960		$	185,979		$	153,601
Total revenue	$	316,924		$	276,207		$	923,924		$	801,290
Less: Licensing revenue		12,027			11,227			32,995			30,246
Shack sales	$	304,897		$	264,980		$	890,929		$	771,044
Restaurant-level profit margin^(2)		21.0	%		20.4	%		20.9	%		19.9	%

(1)	Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(2)	As a percentage of Shack sales.

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

EBITDA and Adjusted EBITDA

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, Impairments, loss on the disposal of assets, and Shack closures, 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 set forth below.

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(dollar amounts in thousands)	September 25 2024			September 27 2023			September 25 2024			September 27 2023
Net income (loss)	$	(11,109	)	$	8,136		$	1,487		$	13,737
Depreciation and amortization expense		25,722			23,130			76,659			66,704
Interest expense, net		442			(845	)		810			(164	)
Income tax expense (benefit)		(3,873	)		529			(182	)		1,743
EBITDA	$	11,182		$	30,950		$	78,774		$	82,020
Equity-based compensation		4,158			3,691			11,539			11,425
Amortization of cloud-based software implementation costs		529			440			1,577			1,320
Impairments, loss on disposal of assets, and Shack closures		29,086			492			30,657			2,098
Restatement costs^(1)		1			—			1,600			—
CEO transition costs		53			—			641			—
Employee benefit charges^(2)		8			—			453			—
Legal settlements^(3)		—			—			—			1,004
Severance		—			211			—			211
Other^(4)		774			—			3,644			2,321
Adjusted EBITDA	$	45,791		$	35,784		$	128,885		$	100,399
Adjusted EBITDA margin^(5)		14.4	%		13.0	%		13.9	%		12.5	%

(1)	Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.
(2)	Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(3)	Expenses incurred to establish accruals related to the settlements of legal matters.
(4)	Expenses incurred for professional fees related to non-recurring matters.
(5)	Calculated as a percentage of Total revenue, which was $316.9 million and $923.9 million for the thirteen and thirty-nine weeks ended September 25, 2024, respectively, and $276.2 million and $801.3 million for the thirteen and thirty-nine weeks ended September 27, 2023, respectively.

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

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

Adjusted pro forma net income 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 per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income 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 and adjusted pro forma earnings 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 and adjusted pro forma earnings 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 and adjusted pro forma earnings 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 and adjusted pro forma earnings per fully exchanged and diluted share should be evaluated in conjunction with GAAP financial results.

A reconciliation of adjusted pro forma net income to Net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully exchanged and diluted share are set forth below.

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(in thousands, except per share amounts)	September 25 2024			September 27 2023			September 25 2024			September 27 2023
Numerator:
Net income (loss) attributable to Shake Shack Inc.	$	(10,211	)	$	7,627		$	1,497		$	13,041
Adjustments:
Reallocation of Net income (loss) attributable to non-controlling interests from the assumed exchange of LLC Interests^(1)		(898	)		509			(10	)		696
Impairment charge and Shack closures^(2)		28,157			—			28,157			—
Restatement costs^(3)		1			—			1,600			—
CEO transition costs		53			—			641			—
Employee benefit charges^(4)		8			—			453			—
Legal settlements		—			—			—			1,004
Severance		—			211			—			211
Other^(5)		774			—			3,644			2,321
Tax impact of above adjustments^(6)		(6,725	)		(810	)		(7,054	)		(2,146	)
Adjusted pro forma net income	$	11,159		$	7,537		$	28,928		$	15,127
Denominator:
Weighted average shares of Class A common stock outstanding—diluted		40,010			43,978			44,163			43,884
Adjustments:
Assumed exchange of LLC Interests for shares of Class A common stock^(1)		2,466			—			—			—
Dilutive effect of equity awards		278			—			—			—
Dilutive effect of convertible notes		1,467			—			—			—
Adjusted pro forma fully exchanged weighted average shares of Class A common stock outstanding—diluted		44,221			43,978			44,163			43,884
Adjusted pro forma earnings per fully exchanged share—diluted	$	0.25		$	0.17		$	0.66		$	0.34

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 25 2024			September 27 2023			September 25 2024		September 27 2023
Earnings (loss) per share of Class A common stock—diluted	$	(0.26	)	$	0.19		$	0.03	$	0.31
Non-GAAP adjustments^(7)		0.52			(0.02	)		0.63		0.03
Dilutive effect of convertible notes		(0.01	)		—			—		—
Adjusted pro forma earnings per fully exchanged share—diluted	$	0.25		$	0.17		$	0.66	$	0.34

(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 attributable to non-controlling interests.
(2)	Expenses incurred related to Shack closures during fiscal 2024.
(3)	Expenses incurred related to the restatement of prior periods in the 2023 Form 10-K.
(4)	Expenses related to California healthcare charges for fiscal 2020 through 2023 which do not represent fiscal 2024 Labor and related expenses.
(5)	Expenses incurred for professional fees related to non-recurring matters.
(6)	Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 20.4% and 19.2% for the thirteen and thirty-nine weeks ended September 25, 2024, respectively, and 15.1% and 20.5% for the thirteen and thirty-nine weeks ended September 27, 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.
(7)	Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted pro forma net income above, for additional information.