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 28 December 29 ASSETS Current assets: Cash $ 7,152 $ 7,821 Prepaid expenses 62 64 Total current assets 7,214 7,885 Due from SSE Holdings 2,963 2,035 Deferred income taxes, net 307,025 304,442 Investment in SSE Holdings 337,939 350,794 Note receivable from SSE Holdings 209,013 201,080 Note receivable - conversion option 6,300 16,000 TOTAL ASSETS $ 870,454 $ 882,236 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 39 9 Accrued expenses 113 222 Due to SSE Holdings 16,975 14,109 Total current liabilities 17,127 14,340 Long-term debt 244,589 243,542 Liabilities under tax receivable agreement, net of current portion 234,893 234,045 Total liabilities 496,609 491,927 Commitments and contingencies Stockholders' equity: Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 28, 2022 and December 29, 2021. — — Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,284,998 and 39,142,397 shares issued and outstanding as of December 28, 2022 and December 29, 2021, respectively. 39 39 Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,869,513 and 2,921,587 shares issued and outstanding as of December 28, 2022 and December 29, 2021, respectively. 3 3 Additional paid-in capital 415,611 405,940 Accumulated deficit (41,808) (15,674) Accumulated other comprehensive income — 1 Total stockholders' equity 373,845 390,309 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 870,454 $ 882,236 See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF LOSS (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 28 December 29 December 30 Intercompany revenue $ 2,293 $ 2,878 $ 1,560 TOTAL REVENUE 2,293 2,878 1,560 General and administrative expenses 3,132 2,491 2,179 Intercompany expenses 67 — — TOTAL EXPENSES 3,199 2,491 2,179 INCOME (LOSS) FROM OPERATIONS (906) 387 (619) Equity in net loss from SSE Holdings (25,335) (19,393) (41,152) Other expense, net (1,767) (25,593) (1,147) Interest expense (1,047) (867) — LOSS BEFORE INCOME TAXES (29,055) (45,466) (42,918) Benefit from income taxes (2,921) (17,583) (760) NET LOSS $ (26,134) $ (27,883) $ (42,158) See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 28 December 29 December 30 Net loss $ (26,134) $ (27,883) $ (42,158) Other comprehensive income (loss), net of tax (1) : Change in foreign currency translation adjustment (1) (2) 1 OTHER COMPREHENSIVE INCOME (LOSS) (1) (2) 1 COMPREHENSIVE LOSS $ (26,135) $ (27,885) $ (42,157) (1) Net of tax benefit of $0 for fiscal years ended December 28, 2022, December 29, 2021 and December 30, 2020. See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 28 December 29 December 30 OPERATING ACTIVITIES Net loss $ (26,134) $ (27,883) $ (42,158) Adjustments to reconcile net loss to net cash used in operating activities: Equity in net loss from SSE Holdings 25,335 19,393 41,152 Amortization of debt issuance costs 1,047 867 — Equity-based compensation 614 526 555 Deferred income taxes (4,126) (17,583) (721) Unrealized loss on Note receivable - conversion option 9,700 32,200 — Other non-cash (income) expense (7,934) (6,609) 1,147 Changes in operating assets and liabilities: Accounts receivable — — 1 Prepaid expenses and other current assets 2 (19) 161 Due to SSE Holdings (728) (8,229) (1,254) Accounts payable 30 6 2 Accrued expenses 1,101 118 (29) NET CASH USED IN OPERATING ACTIVITIES (1,093) (7,213) (1,144) INVESTING ACTIVITIES Purchases of LLC Interests from SSE Holdings (7,619) (41,875) (171,180) Loan to SSE Holdings — (243,750) — NET CASH USED IN INVESTING ACTIVITIES (7,619) (285,625) (171,180) FINANCING ACTIVITIES Proceeds from issuance of convertible notes, net of discount — 243,750 — Debt issuance costs — (1,075) — Proceeds from issuance of Class A common stock sold in equity offerings, net of underwriting discounts, commissions and offering costs — — 144,861 Proceeds from issuance of Class A common stock to SSE Holdings upon settlement of equity awards 7,619 41,875 26,319 Proceeds from stock option exercises 424 6,640 8,033 Payments under tax receivable agreement — — (6,643) NET CASH PROVIDED BY FINANCING ACTIVITIES 8,043 291,190 172,570 INCREASE (DECREASE) IN CASH (669) (1,648) 246 CASH AT BEGINNING OF PERIOD 7,821 9,469 9,223 CASH AT END OF PERIOD $ 7,152 $ 7,821 $ 9,469 See accompanying Notes to Condensed Financial Statements. NOTE 1: ORGANIZATION Shake 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"), certain deferred tax assets and its note receivable from SSE Holdings. 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 Facility. Refer to Note 8, Debt, in the accompanying Consolidated Financial Statements, for additional information. 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 Part II, Item 8. 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 Company's Consolidated Financial Statements. The following table presents amounts in the Parent Company's Condensed Balance Sheets that were eliminated in consolidation: December 28 December 29 Assets Due from SSE Holdings $ 2,963 $ 2,035 Deferred income taxes, net 8,004 7,234 Note receivable from SSE Holdings 209,013 201,080 Note receivable - conversion option 6,300 16,000 Liabilities Due to SSE Holdings 16,975 14,109 Related party amounts that were not eliminated in the Company's Consolidated Financial Statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $234,893 and $234,045, respectively as of December 28, 2022 and December 29, 2021. The following table presents amounts in the Parent Company's Condensed Statements of Loss that were eliminated in consolidation: 2022 2021 2020 Intercompany revenue $ 2,293 $ 2,878 $ 1,560 Equity in net income (loss) from SSE Holdings (25,335) (19,393) (41,152) Other income (expense), net (1,767) (25,595) — Income tax expense (benefit) (769) (7,234) — NOTE 3: NOTE RECEIVABLE FROM SSE HOLDINGS In March 2021, contemporaneously with the issuance of the Convertible Notes described in Note 4, Debt, below, the Parent Company entered into a $250,000 intercompany note with SSE Holdings (the "Intercompany Note"). SSE Holdings promises to pay the Parent Company, for value received, the principal amount with interest of the Intercompany Note in March 2028. The Parent Company will exercise its right to convert the Intercompany Note to maintain at all times a one-to-one ratio between the number of common units, directly or indirectly, held by the Parent Company and the aggregate number of outstanding shares of Class A common stock. The Parent Company's right to convert the Intercompany Note into common units of SSE Holdings (the "Conversion Option") is required to be bifurcated from the Intercompany Note and shown separately on the Parent Company's Condensed Balance Sheets. The Conversion Option is to be recorded at fair value and remeasured at each subsequent reporting date. On the date of issuance, the Conversion Option was determined to be an asset with a fair value of $48,200. As of December 28, 2022 and December 29, 2021, the fair value of the Conversion Option was $6,300 and $16,000, respectively. The Parent Company recorded unrealized losses of $9,700 and $32,200, respectively in fiscal 2022 and fiscal 2021, within Other income (expense), net due to the change in fair value of the Conversion Option. As of December 28, 2022 and December 29, 2021, the balance of the Note receivable from SSE Holdings was $209,013 and $201,080, respectively, net of accretion. The Parent Company recognized interest income of $7,933 and $6,605, respectively, in fiscal 2022 and fiscal 2021, within Other income (expense), net primarily associated with the accretion of the Conversion Option value at issuance. NOTE 4: DEBT In March 2021, the Parent Company issued $225,000 aggregate principal amount of 0% Convertible Senior Notes due 2028 (“Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Parent Company granted an option to the initial purchasers to purchase up to an additional $25,000 aggregate principal amount of Convertible Notes to cover over-allotments, which was subsequently fully exercised during March 2021, resulting in a total issuance of $250,000 aggregate principal amount of Convertible Notes. The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, the Company pays or delivers, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company's election. Refer to Note 8, Debt, in the Company's Consolidated Financial Statements, included in Part II, Item 8, for additional information relating to the Convertible Notes. NOTE 5: 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. Refer to Note 14, Income Taxes, to the Company's Consolidated Financial Statements included in Part II, Item 8, for additional information relating to the Parent Company's Tax Receivable Agreement. As described in Note 17, Commitments and Contingencies, to the Company's Consolidated Financial Statements, amounts 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 28, 2022 and December 29, 2021, liabilities under the tax receivable agreement totaled $234,893 and $234,045, respectively. NOTE 6: SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information: 2022 2021 2020 Cash paid for: Income taxes $ — $ 19 $ 124 Non-cash investing activities: Accrued contribution related to stock option exercises 424 6,731 8,094 Class A common stock issued in connection with the acquisition of LLC Interests upon redemption by the non-controlling interest holders 313 33 1,723 Non-cash contribution made in connection with equity awards granted to employees of SSE Holdings 6,988 11,468 5,193 Non-cash financing activities: Establishment of liabilities under tax receivable agreement 844 1,093 4,024 |