SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT | SHAKE SHACK INC. CONDENSED BALANCE SHEETS (PARENT COMPANY ONLY) (in thousands, except share and per share amounts) December 27 December 28 ASSETS Current assets: Cash $ 4,988 $ 3,785 Accounts receivable — 2 Prepaid expenses 100 105 Total current assets 5,088 3,892 Deferred income taxes, net 185,750 312,802 Investment in subsidiaries 142,314 109,680 TOTAL ASSETS $ 333,152 $ 426,374 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accrued expenses 70 49 Due to SSE Holdings 4,217 1,655 Current portion of liabilities under tax receivable agreement 937 4,580 Total current liabilities 5,224 6,284 Liabilities under tax receivable agreement, net of current portion 158,436 267,902 Total liabilities 163,660 274,186 Commitments and contingencies Stockholders' equity: Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 27, 2017 and December 28, 2016, respectively. — — Class A common stock, $0.001 par value—200,000,000 shares authorized; 26,527,477 and 25,151,384 shares issued and outstanding as of December 27, 2017 and December 28, 2016, respectively. 27 25 Class B common stock, $0.001 par value—35,000,000 shares authorized; 10,250,007 and 11,253,592 shares issued and outstanding as of December 27, 2017 and December 28, 2016, respectively. 10 11 Additional paid-in capital 153,105 135,448 Retained earnings 16,399 16,719 Accumulated other comprehensive loss (49 ) (15 ) Total stockholders' equity 169,492 152,188 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 333,152 $ 426,374 See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF INCOME (LOSS) (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 27 December 28 December 30 Intercompany revenue $ 1,466 $ 1,603 $ 1,336 TOTAL REVENUE 1,466 1,603 1,336 General and administrative expenses 1,692 1,603 1,336 TOTAL EXPENSES 1,692 1,603 1,336 OPERATING LOSS (226 ) — — Equity in net income of subsidiaries 22,090 16,982 6,906 Other income 127,221 688 — Interest expense (50 ) (16 ) — INCOME BEFORE INCOME TAXES 149,035 17,654 6,906 Income tax expense 149,355 5,208 2,633 NET INCOME (LOSS) $ (320 ) $ 12,446 $ 4,273 See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 27 December 28 December 30 Net income (loss) $ (320 ) $ 12,446 $ 4,273 Other comprehensive (loss), net of tax: Available-for-sale securities (1) : Change in net unrealized holding (losses) (67 ) (22 ) (5 ) Less: reclassification adjustments for net realized losses included in net income 33 12 — Net change (34 ) (10 ) (5 ) OTHER COMPREHENSIVE LOSS (34 ) (10 ) (5 ) COMPREHENSIVE INCOME (LOSS) $ (354 ) $ 12,436 $ 4,268 (1) Net of tax benefit of $0 for fiscal years ended December 27, 2017 , December 28, 2016 and December 30, 2015 . See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 27 December 28 December 30 OPERATING ACTIVITIES Net income (loss) $ (320 ) $ 12,446 $ 4,273 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in net income of subsidiaries (22,090 ) (16,982 ) (6,906 ) Equity-based compensation 234 189 330 Non-cash reimbursement revenue treated as investment — (189 ) — Deferred income taxes 146,095 (462 ) (551 ) Other non-cash income (127,221 ) (688 ) — Changes in operating assets and liabilities: Accounts receivable 2 (2 ) — Prepaid expenses and other current assets 5 (1 ) — Due to/from SSE Holdings (5,339 ) 214 4 Accrued expenses 21 (11 ) 58 Other current liabilities (17 ) 17 — Income taxes payable 2,990 5,023 3,184 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,640 ) (446 ) 392 INVESTING ACTIVITIES Purchases of LLC Interests from SSE Holdings (5,522 ) (4,559 ) (112,298 ) Return of investment in SSE Holdings 4,101 2,694 — NET CASH USED IN INVESTING ACTIVITIES (1,421 ) (1,865 ) (112,298 ) FINANCING ACTIVITIES Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions — — 112,298 Proceeds from issuance of Class A common stock to SSE Holdings upon settlement of stock option exercises 5,522 2,489 — Proceeds from issuance of Class B common stock — — 30 Proceeds from stock option exercises 7,586 3,185 — Payments under tax receivable agreement (4,844 ) — — NET CASH PROVIDED BY FINANCING ACTIVITIES 8,264 5,674 112,328 INCREASE IN CASH 1,203 3,363 422 CASH AT BEGINNING OF PERIOD 3,785 422 — CASH AT END OF PERIOD $ 4,988 $ 3,785 $ 422 See accompanying Notes to Condensed Financial Statements. NOTE 1: ORGANIZATION Sha ke Shack Inc. (the "Parent Company") was formed on September 23, 2014 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of its equity interest in SSE Holdings, LLC ("SSE Holdings") and certain deferred tax assets. On February 4, 2015, the Parent Company completed an initial public offering ("IPO") of 5,750,000 shares of its Class A common stock at a public offering price of $21.00 per share, which includes 750,000 shares issued pursuant to the underwriters' over-allotment option. The Parent Company received $112,298 in proceeds, net of underwriting discounts and commissions, which it used to purchase newly-issued membership interests from SSE Holdings at a price per interest equal to the initial public offering price of its Class A common stock. The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from SSE Holdings. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in SSE Holdings' revolving credit agreement. See Note 8 to the consolidated financial statements. NOTE 2: BASIS OF PRESENTATION These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Shake Shack Inc. and the accompanying notes thereto, included in this Annual Report on Form 10-K. For purposes of these condensed financial statements, the Parent Company's interest in SSE Holdings is recorded based upon its proportionate share of SSE Holdings' net assets (similar to presenting them on the equity method). The Parent Company is the sole managing member of SSE Holdings, and pursuant to the Third Amended and Restated LLC Agreement of SSE Holdings (the “SSE Holdings LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company and maintaining its existence. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized. Certain intercompany balances presented in these condensed parent company financial statements are eliminated in the consolidated financial statements. As of December 27, 2017 , $4,217 of intercompany payables were eliminated in consolidation and $1,655 of intercompany payables were eliminated in consolidation as of December 28, 2016 . For fiscal 2017 , $1,466 and $22,090 of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation. For fiscal 2016 , $1,603 and $16,982 of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation. Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $159,373 and $272,482 as of December 27, 2017 and December 28, 2016 , respectively. NOTE 3: COMMITMENTS AND CONTINGENCIES On February 4, 2015, the Parent Company entered into a tax receivable agreement with the non-controlling interest holders that provides for payments to the non-controlling interest holders of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. S ee Note 14 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 17 to the consolidated financial statements, a mounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Shake Shack Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. In December 2017, the Tax Cuts and Jobs Act of 2017 (the "TCJA") was enacted into law. The TCJA provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, including the reduction of the U.S. federal corporate income tax rate from 35% to 21%, among other provisions. As a result of the TCJA, we recognized a $125,859 benefit in other income related to the reduction in liabilities under its tax receivable agreement. As of December 27, 2017 and December 28, 2016 , liabilities under the tax receivable agreement totaled $159,373 and $272,482 , respectively. NOTE 4: SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information for fiscal 2017 , 2016 and 2015 : 2017 2016 2015 Cash paid for: Income taxes $ 253 $ 576 $ — Interest 2 — — Non-cash investing activities: Accrued contribution related to stock option exercises 7,586 1,116 — Class A common stock issued in connection with the acquisition of two entities owned by former indirect members of SSE Holdings — — 6 Class A common stock issued in connection with the USC Merger — — 2 Class A common stock issued in connection with the acquisition of LLC Interests upon redemption by the non-controlling interest holders 4,415 18,944 19,933 Non-cash contribution made in connection with equity awards granted to employees of SSE Holdings 5,497 5,304 2,355 Non-cash financing activities: Cancellation of Class B common stock in connection with the Organizational Transactions — — (6 ) Cancellation of Class B common stock in connection with the redemption of LLC Interests (1 ) (5 ) (6 ) Cancellation of Class B common stock in connection with the USC Merger — — (2 ) Establishment of liabilities under tax receivable agreement 18,973 100,063 173,090 |