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 27 ASSETS Current assets: Cash $ 9,271 $ 6,672 Prepaid expenses 1,405 63 Total current assets 10,676 6,735 Deferred income taxes, net 336,588 328,870 Investment in SSE Holdings 390,184 362,296 Note receivable from SSE Holdings 224,879 216,946 Note receivable - conversion option 33,500 12,900 Due from SSE Holdings 9,695 8,213 TOTAL ASSETS $ 1,005,522 $ 935,960 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable — 146 Accrued expenses 87 621 Due to SSE Holdings 32,482 22,027 Other current liabilities 717 — Total current liabilities 33,286 22,794 Long-term debt 246,683 245,636 Liabilities under tax receivable agreement, net of current portion 247,017 235,613 Total liabilities 526,986 504,043 Commitments and contingencies Stockholders' equity: Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 25, 2024 and December 27, 2023. — — Class A common stock, $0.001 par value—200,000,000 shares authorized; 40,068,068 and 39,474,315 shares issued and outstanding as of December 25, 2024 and December 27, 2023, respectively. 40 39 Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,455,713 and 2,834,513 shares issued and outstanding as of December 25, 2024 and December 27, 2023, respectively. 2 3 Additional paid-in capital 442,993 426,601 Retained earnings 35,502 5,277 Accumulated other comprehensive loss (1) (3) Total stockholders' equity 478,536 431,917 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,005,522 $ 935,960 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 27 December 28 Intercompany revenue $ 6,476 $ 7,971 $ 2,293 TOTAL REVENUE 6,476 7,971 2,293 General and administrative expenses 5,647 6,663 3,132 Intercompany expenses 45 54 67 TOTAL EXPENSES 5,692 6,717 3,199 INCOME (LOSS) FROM OPERATIONS 784 1,254 (906) Equity in net income (loss) from SSE Holdings 8,558 10,091 (25,335) Other income (expense), net 28,533 14,533 (1,767) Interest expense (1,047) (1,047) (1,047) INCOME (LOSS) BEFORE INCOME TAXES 36,828 24,831 (29,055) Income tax expense (benefit) 6,603 (5,203) (5,783) NET INCOME (LOSS) $ 30,225 $ 30,034 $ (23,272) 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 27 December 28 Net income (loss) $ 30,225 $ 30,034 $ (23,272) Other comprehensive income (loss), net of tax (1) : Change in foreign currency translation adjustment 2 (3) (1) OTHER COMPREHENSIVE INCOME (LOSS) 2 (3) (1) COMPREHENSIVE INCOME (LOSS) $ 30,227 $ 30,031 $ (23,273) (1) Net of tax benefit of $0 for fiscal years ended December 25, 2024, December 27, 2023 and December 28, 2022. 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 27 December 28 OPERATING ACTIVITIES Net income (loss) $ 30,225 $ 30,034 $ (23,272) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in net (income) loss from SSE Holdings (8,558) (10,091) 25,335 Amortization of debt issuance costs 1,047 1,047 1,047 Equity-based compensation 920 894 614 Deferred income taxes 6,606 (5,249) (5,783) (Gain) loss on note receivable - conversion option (20,600) (6,600) 9,700 Other non-cash income (7,933) (7,933) (7,934) Changes in operating assets and liabilities: Prepaid expenses and other current assets (1,342) (1) 2 Due (to) from SSE Holdings 1,153 (3,944) (728) Accounts payable (146) 107 30 Accrued expenses (395) 515 (103) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 977 (1,221) (1,092) INVESTING ACTIVITIES Purchases of LLC Interests from SSE Holdings (27,618) (11,731) (7,619) NET CASH USED IN INVESTING ACTIVITIES (27,618) (11,731) (7,619) FINANCING ACTIVITIES Proceeds from issuance of Class A common stock to SSE Holdings upon settlement of equity awards 27,618 11,731 7,619 Proceeds from stock option exercises 1,620 744 424 NET CASH PROVIDED BY FINANCING ACTIVITIES 29,238 12,475 8,043 Effect of exchange rate changes on cash and cash equivalents 2 (3) (1) INCREASE (DECREASE) IN CASH 2,599 (480) (669) CASH AT BEGINNING OF PERIOD 6,672 7,152 7,821 CASH AT END OF PERIOD $ 9,271 $ 6,672 $ 7,152 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. 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 25 December 27 Assets Due from SSE Holdings $ 9,695 $ 8,213 Deferred income taxes, net (3,177) 4,289 Note receivable from SSE Holdings 224,879 216,946 Note receivable - conversion option 33,500 12,900 Liabilities Due to SSE Holdings 32,482 22,027 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 $247,734 and $235,613, respectively as of December 25, 2024 and December 27, 2023. The following table presents amounts in the Parent Company's Condensed Statements of Income (Loss) that were eliminated in consolidation: 2024 2023 2022 Intercompany revenue $ 6,476 $ 7,971 $ 2,293 Equity in net income (loss) from SSE Holdings 8,558 10,091 (25,335) Other income (expense), net 28,533 14,533 (1,767) Income tax expense (benefit) 7,466 3,715 (769) 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"). The Intercompany Note will mature in March 2028 unless the Parent Company exercises 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. As of December 25, 2024 and December 27, 2023, the balance of the Note receivable from SSE Holdings was $224,879 and $216,946, respectively, net of accretion. 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. As of December 25, 2024 and December 27, 2023, the fair value of the Conversion Option was $33,500 and $12,900, respectively. The following table presents amounts in the Parent Company's Condensed Statements of Income (Loss) related to the change in value and accretion on the Conversion Option: Classification 2024 2023 2022 Unrealized gain (loss) Other income (expense), net $ 20,600 $ 6,600 $ (9,700) Interest income Other income (expense), net $ 7,933 $ 7,933 $ 7,933 In March 2021, the Parent Company issued $250,000 aggregate principal amount of 0% Convertible Senior Notes (“Convertible Notes”) which will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, the Parent 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 accompanying Consolidated Financial Statements, for additional information. 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,in the accompanying Consolidated Financial Statements, for additional information relating to the Parent Company's Tax Receivable Agreement. As described in Note 14, Income Taxes, in the accompanying Consolidated Financial Statements, the Company is obligated to pay the non-controlling interest holders 85% of any tax benefits that the Company may actually realize, or deemed to realize, from (i) increases in the Company's share of the tax basis of SSE Holdings due to redemptions or exchanges of LLC Interests, (ii) tax basis increases resulting from payments made under the Tax Receivable Agreement, and (iii) deductions from imputed interest under the agreement (the "TRA Payments"). As of December 25, 2024 and December 27, 2023, liabilities under the Tax Receivable Agreement totaled $247,734 and $235,613, respectively. The following table sets forth supplemental cash flow information: 2024 2023 2022 Cash paid for: Income taxes $ 832 $ 9 $ — Non-cash investing activities: Accrued contribution related to stock option exercises 1,625 744 424 Class A common stock issued in connection with the acquisition of LLC Interests upon redemption by the non-controlling interest holders 3,517 265 313 Non-cash contribution made in connection with equity awards granted to employees of SSE Holdings 20,406 10,305 6,988 Non-cash financing activities: Establishment of liabilities under tax receivable agreement 12,121 720 844 |