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 25 December 26 ASSETS Current assets: Cash $ 9,223 $ 5,686 Accounts receivable 1 — Prepaid expenses 206 135 Total current assets 9,430 5,821 Due from SSE Holdings 7,124 — Deferred income taxes, net 279,012 242,353 Investment in subsidiaries 247,372 185,331 TOTAL ASSETS $ 542,938 $ 433,505 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 1 — Accrued expenses 44 171 Due to SSE Holdings 9,652 3,534 Current portion of liabilities under tax receivable agreement 7,777 5,804 Total current liabilities 17,474 9,509 Liabilities under tax receivable agreement, net of current portion 226,649 197,921 Total liabilities 244,123 207,430 Commitments and contingencies Stockholders' equity: Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. — — Class A common stock, $0.001 par value—200,000,000 shares authorized; 34,417,302 and 29,520,833 shares issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. 35 30 Class B common stock, $0.001 par value—35,000,000 shares authorized; 3,145,197 and 7,557,347 shares issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. 3 8 Additional paid-in capital 244,410 195,633 Retained earnings 54,367 30,404 Total stockholders' equity 298,815 226,075 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 542,938 $ 433,505 See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF INCOME (LOSS) (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 25 December 26 December 27 Intercompany revenue $ 2,018 $ 2,055 $ 1,466 TOTAL REVENUE 2,018 2,055 1,466 General and administrative expenses 1,683 1,933 1,692 TOTAL EXPENSES 1,683 1,933 1,692 OPERATING INCOME (LOSS) 335 122 (226 ) Equity in net income of subsidiaries 19,831 21,537 22,090 Other income 808 78 127,221 Interest expense (150 ) (14 ) (50 ) INCOME BEFORE INCOME TAXES 20,824 21,723 149,035 Income tax expense 997 6,544 149,355 NET INCOME (LOSS) $ 19,827 $ 15,179 $ (320 ) 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 25 December 26 December 27 Net income (loss) $ 19,827 $ 15,179 $ (320 ) Other comprehensive income (loss), net of tax (1) : Available-for-sale securities: Change in net unrealized holding losses — (3 ) (67 ) Less: reclassification adjustments for net realized losses included in net income — 13 33 Net change — 10 (34 ) OTHER COMPREHENSIVE INCOME (LOSS) — 10 (34 ) COMPREHENSIVE INCOME (LOSS) $ 19,827 $ 15,189 $ (354 ) (1) Net of tax benefit of $0 for fiscal years ended December 25, 2019 , December 26, 2018 and December 27, 2017 . See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 25 December 26 December 27 OPERATING ACTIVITIES Net income (loss) $ 19,827 $ 15,179 $ (320 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in net income of subsidiaries (19,831 ) (21,537 ) (22,090 ) Equity-based compensation 279 252 234 Deferred income taxes (5,317 ) 777 146,095 Non-cash interest expense 151 — — Other non-cash income (808 ) (78 ) (127,221 ) Changes in operating assets and liabilities: Accounts receivable (1 ) — 2 Prepaid expenses and other current assets (71 ) — 5 Due to/from SSE Holdings (5,190 ) (7,103 ) (5,339 ) Accounts payable 1 — — Accrued expenses 6,003 5,669 21 Other current liabilities — 14 (17 ) Income taxes payable — — 2,990 NET CASH USED IN OPERATING ACTIVITIES (4,957 ) (6,827 ) (5,640 ) INVESTING ACTIVITIES Purchases of LLC Interests from SSE Holdings (29,481 ) (11,142 ) (5,522 ) Return of investment in SSE Holdings — 2,053 4,101 NET CASH USED IN INVESTING ACTIVITIES (29,481 ) (9,089 ) (1,421 ) FINANCING ACTIVITIES Proceeds from issuance of Class A common stock to SSE Holdings upon settlement of equity awards 29,481 11,142 5,522 Proceeds from stock option exercises 9,201 5,472 7,586 Payments under tax receivable agreement (707 ) — (4,844 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 37,975 16,614 8,264 INCREASE IN CASH 3,537 698 1,203 CASH AT BEGINNING OF PERIOD 5,686 4,988 3,785 CASH AT END OF PERIOD $ 9,223 $ 5,686 $ 4,988 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. 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 9 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 25, 2019 , $9,652 of intercompany payables were eliminated in consolidation and $3,534 of intercompany payables were eliminated in consolidation as of December 26, 2018 . For fiscal 2019 , $2,018 and $19,831 of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation. For fiscal 2018 , $2,055 and $21,537 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 $234,426 and $203,725 as of December 25, 2019 and December 26, 2018 , 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 15 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 18 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. As of December 25, 2019 and December 26, 2018 , liabilities under the tax receivable agreement totaled $234,426 and $203,725 , respectively. NOTE 4: SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information for fiscal 2019 , 2018 and 2017 : 2019 2018 2017 Cash paid for: Income taxes $ 233 $ 185 $ 253 Interest — — 2 Non-cash investing activities: Accrued contribution related to stock option exercises 9,227 5,472 7,586 Class A common stock issued in connection with the acquisition of LLC Interests upon redemption by the non-controlling interest holders 11,934 15,202 4,415 Class A common stock issued in connection with the GTC merger 19,218 — — Non-cash contribution made in connection with equity awards granted to employees of SSE Holdings 4,402 5,999 5,497 Non-cash financing activities: Cancellation of Class B common stock in connection with the redemption of LLC Interests (2 ) (2 ) (1 ) Cancellation of Class B common stock in connection with the GTC merger (3 ) — — Establishment of liabilities under tax receivable agreement 32,065 44,338 18,973 |