EX-99.1 2 shak-20241030_exhibit991.htm EX-99.1 Document
Exhibit 99.1

 shak-img_shakeshacklogoa16a.jpg
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, inclusive of a $29.1 million charge for Impairments, loss on disposal of assets, and Shack closures, or loss of $0.26 per share.
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, NY (Business Wire) — October 30, 2024 — 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 (877) 407-0792, or for international callers by dialing (201) 689-8263. A replay of the call will be available until November 06, 2024 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; 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.


Exhibit 99.1
About Shake Shack
Shake Shack serves elevated versions of American classics using only the best ingredients. It’s known for its delicious made-to-order Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great value, warm hospitality, and a commitment to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread appeal. Shake Shack’s purpose is to Stand For Something Good®, from its premium ingredients and employee development, to its inspiring designs and deep community investment. Since the original Shack opened in 2004 in NYC’s Madison Square Park, the Company has expanded to 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.
Media:
Meg Davis, Shake Shack
mcastranova@shakeshack.com
Investor Relations:
Melissa Calandruccio, ICR
Michelle Michalski, ICR
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com

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.


Exhibit 99.1
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, net16,743 16,847 
Inventories5,146 5,404 
Prepaid expenses and other current assets21,262 18,967 
Total current assets354,016 334,432 
Property and equipment, net of accumulated depreciation of $442,383 and $376,760, respectively
544,902 530,995 
Operating lease assets419,586 398,296 
Deferred income taxes, net344,479 326,208 
Other assets12,436 15,926 
TOTAL ASSETS$1,675,419 $1,605,857 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$15,765 $22,273 
Accrued expenses65,822 54,742 
Accrued wages and related liabilities21,961 20,945 
Operating lease liabilities, current55,227 49,004 
Other current liabilities17,058 17,103 
Total current liabilities175,833 164,067 
Long-term debt246,422 245,636 
Long-term operating lease liabilities499,228 464,533 
Liabilities under tax receivable agreement, net of current portion247,824 235,613 
Other long-term liabilities27,057 26,638 
Total liabilities1,196,364 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.
Additional paid-in capital437,788 426,601 
Retained earnings18,274 16,777 
Accumulated other comprehensive loss(2)(3)
Total stockholders' equity attributable to Shake Shack Inc.456,102 443,417 
Non-controlling interests22,953 25,953 
Total equity479,055 469,370 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,675,419 $1,605,857 


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

Thirteen Weeks EndedThirty-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 %$771,044 96.2 %
Licensing revenue12,027 3.8 %11,227 4.1 %32,995 3.6 %30,246 3.8 %
TOTAL REVENUE316,924 100.0 %276,207 100.0 %923,924 100.0 %801,290 100.0 %
Shack-level operating expenses(1):
Food and paper costs86,056 28.2 %77,180 29.1 %251,362 28.2 %224,752 29.1 %
Labor and related expenses85,523 28.0 %76,233 28.8 %253,646 28.5 %225,655 29.3 %
Other operating expenses45,564 14.9 %37,307 14.1 %131,373 14.7 %108,352 14.1 %
Occupancy and related expenses23,608 7.7 %20,300 7.7 %69,022 7.7 %58,684 7.6 %
General and administrative expenses35,691 11.3 %30,939 11.2 %107,948 11.7 %93,726 11.7 %
Depreciation and amortization expense25,722 8.1 %23,130 8.4 %76,659 8.3 %66,704 8.3 %
Pre-opening costs3,662 1.2 %4,969 1.8 %10,429 1.1 %14,103 1.8 %
Impairments, loss on disposal of assets, and Shack closures29,086 9.2 %492 0.2 %30,657 3.3 %2,098 0.3 %
TOTAL EXPENSES334,912 105.7 %270,550 98.0 %931,096 100.8 %794,074 99.1 %
INCOME (LOSS) FROM OPERATIONS(17,988)(5.7)%5,657 2.0 %(7,172)(0.8)%7,216 0.9 %
Other income, net3,504 1.1 %3,441 1.2 %10,010 1.1 %9,505 1.2 %
Interest expense(498)(0.2)%(433)(0.2)%(1,533)(0.2)%(1,241)(0.2)%
INCOME (LOSS) BEFORE INCOME TAXES(14,982)(4.7)%8,665 3.1 %1,305 0.1 %15,480 1.9 %
Income tax expense (benefit)(3,873)(1.2)%529 0.2 %(182)— %1,743 0.2 %
NET INCOME (LOSS)(11,109)(3.5)%8,136 2.9 %1,487 0.2 %13,737 1.7 %
Less: Net income (loss) attributable to non-controlling interests(898)(0.3)%509 0.2 %(10)— %696 0.1 %
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.$(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:
Basic40,010 39,460 39,758 39,402 
Diluted40,010 43,978 44,163 43,884 
(1)As a percentage of Shack sales.



Exhibit 99.1
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 expense76,659 66,704 
Amortization of debt issuance costs786 786 
Amortization of cloud computing assets1,577 1,320 
Non-cash operating lease cost57,484 49,775 
Equity-based compensation11,539 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 receivable104 (12)
Inventories258 (424)
Prepaid expenses and other current assets(3,781)(3,056)
Other assets(2,489)(4,750)
Accounts payable(3,907)(5,064)
Accrued expenses10,123 (6,424)
Accrued wages and related liabilities1,016 555 
Other current liabilities(1,385)(2,757)
Operating lease liabilities(49,159)(41,725)
Other long-term liabilities1,742 2,442 
NET CASH PROVIDED BY OPERATING ACTIVITIES126,072 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 securities69,420 — 
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 exercises795 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(3)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS86,212 (40,501)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD224,653 230,521 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$310,865 $190,020 


Exhibit 99.1
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.


Exhibit 99.1
Thirteen Weeks EndedThirty-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 revenue12,027 11,227 32,995 30,246 
Add:
General and administrative expenses35,691 30,939 107,948 93,726 
Depreciation and amortization expense25,722 23,130 76,659 66,704 
Pre-opening costs3,662 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)
— 453 — 
Restaurant-level profit$64,154 $53,960 $185,979 $153,601 
Total revenue$316,924 $276,207 $923,924 $801,290 
Less: Licensing revenue12,027 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.



Exhibit 99.1
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.


Exhibit 99.1
A reconciliation of EBITDA and adjusted EBITDA to Net income (loss), the most directly comparable GAAP measure, is set forth below.
Thirteen Weeks EndedThirty-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 expense25,722 23,130 76,659 66,704 
Interest expense, net442 (845)810 (164)
Income tax expense (benefit)(3,873)529 (182)1,743 
EBITDA$11,182 $30,950 $78,774 $82,020 
Equity-based compensation4,158 3,691 11,539 11,425 
Amortization of cloud-based software implementation costs529 440 1,577 1,320 
Impairments, loss on disposal of assets, and Shack closures
29,086 492 30,657 2,098 
Restatement costs(1)
— 1,600 — 
CEO transition costs53 — 641 — 
Employee benefit charges(2)
— 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.


Exhibit 99.1
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.


Exhibit 99.1
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 EndedThirty-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)
— 1,600 — 
CEO transition costs53 — 641 — 
Employee benefit charges(4)
— 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—diluted40,010 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 awards278 — — — 
Dilutive effect of convertible notes1,467 — — — 
Adjusted pro forma fully exchanged weighted average shares of Class A common stock outstanding—diluted44,221 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 EndedThirty-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


Exhibit 99.1
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.