UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March ~~30, 2022~~29, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission file number: 001-36823

SHAKE SHACK INC.

(Exact name of registrant as specified in its charter)


Delaware			47-1941186
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
225 Varick Street
Suite 301
	New York,	New York	10014
	(Address of principal executive offices)		(Zip Code)

(646) 747-7200

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001	SHAK	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule-405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

As of April ~~27, 2022,~~26, 2023, there were ~~39,223,790~~39,405,023 shares of Class A common stock outstanding and ~~2,906,587~~2,844,513 shares of Class B common stock outstanding.

SHAKE SHACK INC.

TABLE OF CONTENTS

Table of Contents

Cautionary Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"), which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements, including, but not limited to, statements about our growth, strategic plan, and our liquidity. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "outlook," "potential," "project," "projection," "plan," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.

All forward-looking statements are expressly qualified in their entirety by these cautionary statements. Some of the factors which could cause results to differ materially from the Company's expectations include the continuing impact of the COVID-19 pandemic, including the potential impact of any COVID-19 variants, the Company's ability to develop and open new Shacks on a timely basis, increased costs or shortages or interruptions in the supply and delivery of our products, increased labor costs or shortages, inflationary pressures, the Company's management of its digital capabilities and expansion into new channels, including drive-thru and multiple format investments,, our ability to maintain and grow sales at our existing Shacks, and risks relating to the restaurant industry generally. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December ~~29, 2021~~28, 2022 as filed with the Securities and Exchange Commission (the "SEC").

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Shake Shack Inc.

Form 10-Q | 1

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).


			Page
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Income (Loss)			4
Condensed Consolidated Statements of Comprehensive Income (Loss)			5
Condensed Consolidated Statements of Stockholders' Equity			6
Condensed Consolidated Statements of Cash Flows			7
Notes to Condensed Consolidated Financial Statements			8

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)


			March 30 2022		December 29 2021				March 29 2023		December 28 2022
ASSETS	ASSETS						ASSETS
Current assets:	Current assets:						Current assets:
		Cash and cash equivalents	$	279,251	$	302,406		Cash and cash equivalents	$	293,430	$	230,521
		Marketable securities	79,676		80,000			Marketable securities	—		80,707
		Accounts receivable, net	11,755		13,657			Accounts receivable, net	14,175		13,877
		Inventories	3,780		3,850			Inventories	4,394		4,184
		Prepaid expenses and other current assets	12,155		9,763			Prepaid expenses and other current assets	18,075		14,699
		Total current assets	386,617		409,676			Total current assets	330,074		343,988
Property and equipment, net of accumulated depreciation of $236,933 and $222,768, respectively			398,971		389,386
Property and equipment, net of accumulated depreciation of $310,939 and $290,362, respectively							Property and equipment, net of accumulated depreciation of $310,939 and $290,362, respectively		479,617		467,031
Operating lease assets	Operating lease assets		346,128		347,277		Operating lease assets		379,475		367,488
Deferred income taxes, net	Deferred income taxes, net		304,166		298,668		Deferred income taxes, net		301,538		300,538

Other assets	Other assets		13,846		12,563		Other assets		16,211		15,817
TOTAL ASSETS	TOTAL ASSETS		$	1,449,728	$	1,457,570	TOTAL ASSETS		$	1,506,915	$	1,494,862
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY						LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:						Current liabilities:

		Accounts payable	$	13,395	$	19,947		Accounts payable	$	16,002	$	20,407
		Accrued expenses	38,997		36,892			Accrued expenses	45,677		47,945
		Accrued wages and related liabilities	16,032		14,638			Accrued wages and related liabilities	18,678		17,576
		Operating lease liabilities, current	36,951		35,519			Operating lease liabilities, current	44,578		42,238
		Other current liabilities	20,586		14,501			Other current liabilities	18,117		19,552
		Total current liabilities	125,961		121,497			Total current liabilities	143,052		147,718

Long-term debt	Long-term debt		243,804		243,542		Long-term debt		244,851		244,589

Long-term operating lease liabilities	Long-term operating lease liabilities		399,487		400,113		Long-term operating lease liabilities		441,554		427,227
Liabilities under tax receivable agreement, net of current portion	Liabilities under tax receivable agreement, net of current portion		234,273		234,045		Liabilities under tax receivable agreement, net of current portion		235,361		234,893
Other long-term liabilities	Other long-term liabilities		20,944		22,773		Other long-term liabilities		22,192		20,687
Total liabilities	Total liabilities		1,024,469		1,021,970		Total liabilities		1,087,010		1,075,114
Commitments and contingencies (Note 13)	Commitments and contingencies (Note 13)		0		0		Commitments and contingencies (Note 13)
Stockholders' equity:	Stockholders' equity:						Stockholders' equity:

		Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of March 30, 2022 and December 29, 2021.	—		—			Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of March 29, 2023 and December 28, 2022.	—		—
		Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,218,290 and 39,142,397 shares issued and outstanding as of March 30, 2022 and December 29, 2021, respectively.	39		39			Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,404,905 and 39,284,998 shares issued and outstanding as of March 29, 2023 and December 28, 2022, respectively.	39		39
		Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,911,587 and 2,921,587 shares issued and outstanding as of March 30, 2022 and December 29, 2021, respectively.	3		3			Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,844,513 and 2,869,513 shares issued and outstanding as of March 29, 2023 and December 28, 2022, respectively.	3		3
		Additional paid-in capital	406,981		405,940			Additional paid-in capital	417,451		415,611
		Retained earnings (accumulated deficit)	(6,608)		3,554			Accumulated deficit	(22,071)		(20,537)
		Accumulated other comprehensive income (loss)	—		1			Accumulated other comprehensive loss	(4)		—
		Total stockholders' equity attributable to Shake Shack Inc.	400,415		409,537			Total stockholders' equity attributable to Shake Shack Inc.	395,418		395,116
Non-controlling interests	Non-controlling interests		24,844		26,063		Non-controlling interests		24,487		24,632
Total equity	Total equity		425,259		435,600		Total equity		419,905		419,748
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	1,449,728	$	1,457,570	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	1,506,915	$	1,494,862

See accompanying Notes to Condensed Consolidated Financial Statements.

Shake Shack Inc.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME (LOSS)~~LOSS

(UNAUDITED)

(in thousands, except per share amounts)


			Thirteen Weeks Ended					Thirteen Weeks Ended
			March 30 2022		March 31 2021				March 29 2023		March 30 2022
Shack sales	Shack sales		$	196,791	$	150,668	Shack sales		$	244,254	$	196,791
Licensing revenue	Licensing revenue		6,600		4,614		Licensing revenue		9,024		6,600
TOTAL REVENUE	TOTAL REVENUE		203,391		155,282		TOTAL REVENUE		253,278		203,391
Shack-level operating expenses:	Shack-level operating expenses:						Shack-level operating expenses:
		Food and paper costs	59,884		44,630			Food and paper costs	71,772		59,884
		Labor and related expenses	60,465		46,382			Labor and related expenses	74,264		60,465
		Other operating expenses	30,237		23,144			Other operating expenses	34,936		30,171
		Occupancy and related expenses	16,276		13,911			Occupancy and related expenses	18,583		16,276
General and administrative expenses	General and administrative expenses		31,320		19,565		General and administrative expenses		31,311		31,386
Depreciation and amortization expense	Depreciation and amortization expense		16,855		13,726		Depreciation and amortization expense		21,322		16,855
Pre-opening costs	Pre-opening costs		2,712		3,576		Pre-opening costs		3,557		2,712
Impairment and loss on disposal of assets	Impairment and loss on disposal of assets		577		369		Impairment and loss on disposal of assets		722		577
TOTAL EXPENSES	TOTAL EXPENSES		218,326		165,303		TOTAL EXPENSES		256,467		218,326
LOSS FROM OPERATIONS	LOSS FROM OPERATIONS		(14,935)		(10,021)		LOSS FROM OPERATIONS		(3,189)		(14,935)
Other income (expense), net	Other income (expense), net		(289)		31		Other income (expense), net		2,837		(289)
Interest expense	Interest expense		(355)		(515)		Interest expense		(403)		(355)
LOSS BEFORE INCOME TAXES	LOSS BEFORE INCOME TAXES		(15,579)		(10,505)		LOSS BEFORE INCOME TAXES		(755)		(15,579)
Benefit from income taxes			(4,297)		(11,080)
NET INCOME (LOSS)			(11,282)		575
Income tax expense (benefit)							Income tax expense (benefit)		867		(4,297)
NET LOSS							NET LOSS		(1,622)		(11,282)
Less: Net loss attributable to non-controlling interests	Less: Net loss attributable to non-controlling interests		(1,120)		(734)		Less: Net loss attributable to non-controlling interests		(88)		(1,120)
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.			$	(10,162)	$	1,309
Earnings (loss) per share of Class A common stock:
NET LOSS ATTRIBUTABLE TO SHAKE SHACK INC.							NET LOSS ATTRIBUTABLE TO SHAKE SHACK INC.		$	(1,534)	$	(10,162)
Loss per share of Class A common stock:							Loss per share of Class A common stock:
		Basic	$	(0.26)	$	0.03		Basic	$	(0.04)	$	(0.26)
		Diluted	$	(0.26)	$	0.01		Diluted	$	(0.04)	$	(0.26)
Weighted average shares of Class A common stock outstanding:	Weighted average shares of Class A common stock outstanding:						Weighted average shares of Class A common stock outstanding:
		Basic	39,163		38,948			Basic	39,332		39,163
		Diluted	39,163		42,789			Diluted	39,332		39,163

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

(UNAUDITED)

(in thousands)


				Thirteen Weeks Ended					Thirteen Weeks Ended
				March 30 2022		March 31 2021				March 29 2023		March 30 2022
Net income (loss)				$	(11,282)	$	575
Net loss								Net loss		$	(1,622)	$	(11,282)
Other comprehensive loss, net of tax(1):	Other comprehensive loss, net of tax(1):							Other comprehensive loss, net of tax(1):
		Change in foreign currency translation adjustment		(1)		(1)			Change in foreign currency translation adjustment	(4)		(1)

			Net change	(1)		(1)
OTHER COMPREHENSIVE LOSS	OTHER COMPREHENSIVE LOSS			(1)		(1)		OTHER COMPREHENSIVE LOSS		(4)		(1)
COMPREHENSIVE INCOME (LOSS)				(11,283)		574
COMPREHENSIVE LOSS								COMPREHENSIVE LOSS		(1,626)		(11,283)
Less: Comprehensive loss attributable to non-controlling interests	Less: Comprehensive loss attributable to non-controlling interests			(1,120)		(734)		Less: Comprehensive loss attributable to non-controlling interests		(88)		(1,120)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.				$	(10,163)	$	1,308
COMPREHENSIVE LOSS ATTRIBUTABLE TO SHAKE SHACK INC.								COMPREHENSIVE LOSS ATTRIBUTABLE TO SHAKE SHACK INC.		$	(1,538)	$	(10,163)

(1)Net of tax expense of $0 for the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021.~~30, 2022.

See accompanying Notes to Condensed Consolidated Financial Statements.

Shake Shack Inc.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(in thousands, except share amounts)

For the Thirteen Weeks Ended March 30, 2022 and March 31, 2021
Class A
Common Stock Class B
Common Stock Additional
Paid-In
Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income Non-
Controlling
Interest Total
Equity
Shares Amount Shares Amount
BALANCE, DECEMBER 29, 2021 39,142,397 $ 39 2,921,587 $ 3 $ 405,940 $ 3,554 $ 1 $ 26,063 $ 435,600
Net income (loss) (10,162) (1,120) (11,282)
Other comprehensive income (loss):
Net change in foreign currency translation adjustment (1) (1)
Equity-based compensation 3,224 3,224
Activity under stock compensation plans 65,893 (2,276) 252 (2,024)
Redemption of LLC Interests 10,000 (10,000) 49 (49) —
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis 44 44
Distributions paid to non-controlling interest holders (302) (302)
BALANCE, MARCH 30, 2022 39,218,290 $ 39 2,911,587 $ 3 $ 406,981 $ (6,608) $ — $ 24,844 $ 425,259
BALANCE, DECEMBER 30, 2020 38,717,790 $ 39 2,951,188 $ 3 $ 395,067 $ 12,209 $ 3 $ 27,172 $ 434,493
Net income (loss) 1,309 (734) 575
Other comprehensive income (loss):
Net change in foreign currency translation adjustment (1) (1)
Equity-based compensation 1,696 1,696
Activity under stock compensation plans 355,849 3,359 82 3,441
Redemption of LLC Interests 29,600 (29,600) 36 (36) —
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis 213 213
Distributions paid to non-controlling interest holders (467) (467)
BALANCE, MARCH 31, 2021 39,103,239 $ 39 2,921,588 $ 3 $ 400,371 $ 13,518 $ 2 $ 26,017 $ 439,950


For the Thirteen Weeks Ended March 29, 2023 and March 30, 2022
		Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Non- Controlling Interest		Total Equity
		Shares	Amount		Shares	Amount
BALANCE, DECEMBER 28, 2022		39,284,998	$	39	2,869,513	$	3	$	415,611	$	(20,537)	$	—	$	24,632	$	419,748

	Net loss									(1,534)				(88)		(1,622)
	Other comprehensive loss:
	Net change in foreign currency translation adjustment											(4)				(4)
	Equity-based compensation							3,864								3,864
	Activity under stock compensation plans	94,907						(2,699)						186		(2,513)

	Redemption of LLC Interests	25,000			(25,000)			194						(194)		—

	Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis							481								481

	Distributions paid to non-controlling interest holders													(49)		(49)
BALANCE, MARCH 29, 2023		39,404,905	$	39	2,844,513	$	3	$	417,451	$	(22,071)	$	(4)	$	24,487	$	419,905

BALANCE, DECEMBER 29, 2021		39,142,397	$	39	2,921,587	$	3	$	405,940	$	3,554	$	1	$	26,063	$	435,600

	Net loss									(10,162)				(1,120)		(11,282)
	Other comprehensive loss:
	Net change in foreign currency translation adjustment											(1)				(1)
	Equity-based compensation							3,224								3,224
	Activity under stock compensation plans	65,893						(2,276)						252		(2,024)

	Redemption of LLC Interests	10,000			(10,000)			49						(49)		—

	Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis							44								44

	Distributions paid to non-controlling interest holders													(302)		(302)
BALANCE, MARCH 30, 2022		39,218,290	$	39	2,911,587	$	3	$	406,981	$	(6,608)	$	—	$	24,844	$	425,259

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


					Thirteen Weeks Ended								Thirteen Weeks Ended
					March 30 2022		March 31 2021						March 29 2023		March 30 2022
OPERATING ACTIVITIES	OPERATING ACTIVITIES								OPERATING ACTIVITIES
Net income (loss) (including amounts attributable to non-controlling interests)					$	(11,282)	$	575
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Net loss (including amounts attributable to non-controlling interests)									Net loss (including amounts attributable to non-controlling interests)				$	(1,622)	$	(11,282)
Adjustments to reconcile net loss to net cash provided by operating activities									Adjustments to reconcile net loss to net cash provided by operating activities
										Depreciation and amortization expense			21,322		16,855
		Depreciation and amortization expense			16,855		13,726			Amortization of debt issuance costs			262		262
		Amortization of debt issuance costs			262		86			Amortization of cloud computing asset			439		332
		Amortization of cloud computing asset			332		313			Non-cash operating lease cost			16,075		13,681
		Non-cash operating lease cost			13,681		12,330			Equity-based compensation			3,802		3,188
		Equity-based compensation			3,188		1,681			Deferred income taxes			1,917		5,719
		Deferred income taxes			5,719		(1,523)
		Non-cash interest expense			5		337			Non-cash interest expense			58		5
				Gain on sale of equity securities							(81)	—

		Impairment and loss on disposal of assets			577		369			Impairment and loss on disposal of assets			722		577
		Unrealized loss on equity securities			400		46			Unrealized loss on equity securities			—		400
		Other non-cash income			(1)		(1)

		Changes in operating assets and liabilities:								Changes in operating assets and liabilities:
			Accounts receivable		1,902		626				Accounts receivable		3,354		1,902
			Inventories		70		154				Inventories		(210)		70
			Prepaid expenses and other current assets		(2,392)		(731)				Prepaid expenses and other current assets		(1,580)		(2,392)
			Other assets		(2,111)		(216)				Other assets		(1,218)		(2,111)
			Accounts payable		(2,862)		1,474				Accounts payable		(5,799)		(2,862)
			Accrued expenses		(10,369)		(9,420)				Accrued expenses		(2,018)		(10,369)
			Accrued wages and related liabilities		1,394		2,865				Accrued wages and related liabilities		1,068		1,394
			Other current liabilities		5,312		(158)				Other current liabilities		(2,389)		5,312

			Long-term operating lease liabilities		(11,726)		(10,754)				Operating lease liabilities		(16,830)		(11,726)
			Other long-term liabilities		(985)		(1,828)				Other long-term liabilities		2,548		(985)
NET CASH PROVIDED BY OPERATING ACTIVITIES	NET CASH PROVIDED BY OPERATING ACTIVITIES				7,969		9,951		NET CASH PROVIDED BY OPERATING ACTIVITIES				19,820		7,970
INVESTING ACTIVITIES	INVESTING ACTIVITIES								INVESTING ACTIVITIES
Purchases of property and equipment	Purchases of property and equipment				(27,974)		(23,155)		Purchases of property and equipment				(34,326)		(27,974)
Purchases of marketable securities	Purchases of marketable securities				(77)		(4,073)		Purchases of marketable securities				(690)		(77)

NET CASH USED IN INVESTING ACTIVITIES					(28,051)		(27,228)
Sales of marketable securities									Sales of marketable securities				81,478		—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES									NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES				46,462		(28,051)
FINANCING ACTIVITIES	FINANCING ACTIVITIES								FINANCING ACTIVITIES

Proceeds from issuance of convertible notes, net of discount					—		243,750

Deferred financing costs					—		(70)

Payments on principal of finance leases	Payments on principal of finance leases				(747)		(602)		Payments on principal of finance leases				(807)		(747)
Distributions paid to non-controlling interest holders	Distributions paid to non-controlling interest holders				(302)		(467)		Distributions paid to non-controlling interest holders				(49)		(302)

Debt issuance costs					—		(649)

Proceeds from stock option exercises	Proceeds from stock option exercises				84		6,451		Proceeds from stock option exercises				113		84
Employee withholding taxes related to net settled equity awards	Employee withholding taxes related to net settled equity awards				(2,108)		(3,010)		Employee withholding taxes related to net settled equity awards				(2,626)		(2,108)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES					(3,073)		245,403
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(23,155)		228,126
NET CASH USED IN FINANCING ACTIVITIES									NET CASH USED IN FINANCING ACTIVITIES				(3,369)		(3,073)
Effect of exchange rate changes on cash and cash equivalents									Effect of exchange rate changes on cash and cash equivalents				(4)		(1)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS									INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				62,909		(23,155)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				302,406		146,873		CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				230,521		302,406
CASH AND CASH EQUIVALENTS AT END OF PERIOD	CASH AND CASH EQUIVALENTS AT END OF PERIOD				$	279,251	$	374,999	CASH AND CASH EQUIVALENTS AT END OF PERIOD				$	293,430	$	279,251

See accompanying Notes to Condensed Consolidated Financial Statements.

Shake Shack Inc.

Form 10-Q | 7

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SHAKE SHACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

8 | Shake Shack Inc.

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NOTE 1: NATURE OF OPERATIONS

Shake Shack Inc. was formed on September 23, 2014 as a Delaware corporation for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of SSE Holdings, LLC and its subsidiaries ("SSE Holdings"). Shake Shack Inc. is the sole managing member of SSE Holdings and, as sole managing member, the Company operates and controls all of the business and affairs of SSE Holdings. As a result, the Company consolidates the financial results of SSE Holdings and reports a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. As of March ~~30, 2022~~29, 2023 the Company owned ~~93.1%~~93.3% of SSE Holdings. Unless the context otherwise requires, "we," "us," "our," "Shake Shack," the "Company" and other similar references, refer to Shake Shack Inc. and, unless otherwise stated, all of its subsidiaries, including SSE Holdings.

The Company operates and licenses Shake Shack restaurants ("Shacks"), which serve burgers, chicken, hot dogs, crinkle cut fries, shakes, frozen custard, beer, wine and more. As of March ~~30, 2022,~~29, 2023, there were ~~382~~449 Shacks in operation, system-wide, of which ~~225~~260 were domestic Company-operated Shacks, 2735 were domestic licensed Shacks and ~~130~~154 were international licensed Shacks.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Shake Shack Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and on a basis consistent in all material respects with the accounting policies described in its Annual Report on Form 10-K for the fiscal year ended December ~~29, 2021~~28, 2022 ("~~2021~~2022 Form 10-K"). Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to ~~such~~the rules and ~~regulations.~~regulations of the Securities and Exchange Commission. These interim Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in its ~~2021~~2022 Form 10-K. In the Company's opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.

The Company has elected to reclassify certain marketing expenses for prior periods to conform with the presentation for the thirteen weeks ended March 29, 2023. These reclassifications had no effect on previously reported Net Loss. For the thirteen weeks ended March 30, 2022, the Company reclassified $66 from Other operating expenses to General and administrative expenses in the accompanying Condensed Consolidated Statements of Loss.

SSE Holdings is considered a variable interest entity. Shake Shack Inc. is the primary beneficiary as the Company has the majority economic interest in SSE Holdings and, as the sole managing member, has decision making authority that significantly affects the economic performance of the entity, while the limited partners have no substantive kick-out or participating rights. As a result, the Company consolidates SSE Holdings. The assets and liabilities of SSE Holdings represent substantially all of the Company's consolidated assets and liabilities with the exception of certain deferred taxes and liabilities under the Tax Receivable Agreement. As of March ~~30, 2022~~29, 2023 and December ~~29, 2021,~~28, 2022, the net assets of SSE Holdings were ~~$363,632~~$364,977 and ~~$376,857,~~$362,571, respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreement. ~~Refer to Note 6, Debt, for additional information.~~

Fiscal Year

The Company operates on a 52/53 week fiscal year ending on the last Wednesday inof December. Fiscal ~~2022~~2023 contains 52 weeks and ends on December ~~28, 2022.~~27, 2023. Fiscal ~~2021~~2022 contained 52 weeks and ended on December ~~29, 2021.~~28, 2022. Unless otherwise stated, references to years in this report relate to fiscal years.

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Use of Estimates

The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates.

~~Shake Shack Inc.~~ ~~Form 10-Q~~ | 9

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Recently Adopted Accounting Pronouncements

The Company has not adopted ~~the~~any Accounting Standards Updates (“ASUs”) ~~summarized below in fiscal 2022.~~during the thirteen weeks ended March 29, 2023.


~~Accounting Standards Update~~	~~Description~~	Date Adopted
~~Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance~~ ~~(ASU 2021-10)~~	This ASU requires certain disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions and the effect of the transactions on an entity’s financial statements. ~~The guidance of this ASU is primarily related to disclosures of certain transactions with a government and therefore did not have a material impact on the financial statements.~~ ~~Refer to Note 10, Income Taxes, for disclosure of our accounting for the Employee Retention Credit received.~~	~~December 30, 2021~~

Recently Issued Accounting Pronouncements

The Company reviewed all recently issued accounting pronouncements and concluded that they were not applicable or not expected to have a significant impact on its Condensed Consolidated Financial Statements.

NOTE 3: REVENUE

Revenue Recognition

Revenue primarily consists of Shack sales and Licensing revenue. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Revenue from Shack sales is recognized when payment is tendered at the point of sale, net of discounts as the performance obligation has been satisfied.

Sales tax collected from guests is excluded from Shack sales and the obligation is included inas sales tax payable until the taxes are remitted to the appropriate taxing authorities.

Delivery services are fulfilled by third-party delivery partners whether ordered through the Shack app and website ("Company-owned platforms") or through third-party delivery partners. Revenue from orders through Company-owned platforms includes delivery fees and is recognized when the delivery partner transfers the order to the guest as the Company controls the delivery. For these sales, the Company receives payment directly from the guest at the time of sale. Revenue from orders through third-party delivery partners is recognized when the order is transferred to the third-party delivery partner and excludes delivery fees collected by the delivery partner as the Company does not control the delivery. The Company receives payment from the delivery partner subsequent to the transfer of order and the payment terms are short-term in nature. For all delivery sales, the Company is considered the principal and recognizes the revenue on a gross basis.

The Company sells gift cards which do not have expiration dates. Revenue from gift cards is ~~deferred and~~ recognized ~~over time as redemptions occur.~~

~~During fiscal 2022, we concluded we have accumulated~~when gift cards are redeemed by the customer or, in the event a ~~sufficient level of historical data from a large pool of homogeneous transactions to allow us to reasonably and objectively determine an estimated~~ gift card ~~breakage rate and the pattern of actual gift card redemptions. Accordingly, we will begin~~is not expected to ~~recognize breakage income and reduce the related gift card liability for unredeemed gift cards~~be redeemed, in proportion to actual redemptions of gift ~~cards. We will continue to review~~cards ("gift card breakage"). The gift card breakage rate is determined from historical gift card redemption ~~information at each reporting period to assess the continued appropriateness of the gift~~patterns. Gift card breakage ~~rate~~income of $106 and ~~pattern of redemption.~~

In accordance with ASC 250, Accounting Changes and Error Corrections, we concluded that this accounting change represented a change in accounting estimate. As a result, we recorded a cumulative catch-up adjustment$1,309 was recognized during the thirteen weeks ended March 29, 2023 and March 30, ~~2022 that resulted in $1,281 of gift card breakage income. Inclusive of this cumulative catch-up, we recognized $1,309 of gift card breakage income during the~~2022. The thirteen weeks ended March 30, ~~2022.~~2022 included a cumulative catch-up adjustment of $1,281. Gift card breakage income is included in Shack sales in the Condensed Consolidated ~~Statement~~Statements of ~~Income (Loss).~~Loss.

Licensing revenue includes initial territory fees, Shack opening fees and ongoing sales-based royalty fees from licensed Shacks. Generally, the licenses granted to develop, open and operate each Shack in a specified territory are the predominant good or service transferred to the licensee and represent distinct performance obligations. Ancillary promised services, such as training and assistance during the initial opening of a Shack, are typically combined with the license and considered one performance obligation per Shack. The Company determines the transaction price for each contract, which is comprised of the initial territory fee and an estimate of the total Shack opening fees the Company expects to be entitled to. The calculation of total Shack opening fees included in the transaction price requires judgment, as it is based on an estimated number of Shacks the Company expects the licensee to open. The transaction price is then allocated equally to each Shack expected to open. ~~Because the Company is transferring a license to access intellectual property throughout a contractual term, the~~The performance obligation is satisfied over time, starting when a Shack opens through the end of the license term offor the ~~license granted to the Shack. Therefore,~~related Shack therefore revenue is recognized on a straight-line basis over the license term. Generally, payment for the initial territory fee is received upon execution of the license agreement and payment for the Shack opening fees is received either in advance of or upon

10 | Shake Shack Inc.

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opening the related Shack. These payments are initially deferred and recognized asin revenue as the performance obligations are satisfied, which occurs over a long-term period.

Revenue from sales-based royalties is recognized as the related sales occur.

Revenue ~~recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021,~~ disaggregated by type was as follows:


		Thirteen Weeks Ended				Thirteen Weeks Ended
		March 30 2022		March 31 2021				March 29 2023		March 30 2022
Shack sales	Shack sales	$	196,791	$	150,668		Shack sales	$	244,254	$	196,791
Licensing revenue:	Licensing revenue:						Licensing revenue:
Sales-based royalties	Sales-based royalties	6,400		4,425			Sales-based royalties	8,778		6,400
Initial territory and opening fees	Initial territory and opening fees	200		189			Initial territory and opening fees	246		200
Total revenue	Total revenue	$	203,391	$	155,282		Total revenue	$	253,278	$	203,391

The aggregate amount of the transaction price allocated to performance obligations that ~~are~~were unsatisfied ~~(or~~or partially ~~unsatisfied)~~unsatisfied as of March ~~30, 2022~~29, 2023 was ~~$18,433.~~$23,219. The Company expects to recognize this amount as revenue over a long-term period, as the license term for each Shack ranges from 5 to 20 years. This amount excludes any variable consideration related to sales-based royalties.

Contract Balances

Contract liabilities and receivables from contracts with customers were as follows:


		March 30 2022		December 29 2021			March 29 2023		December 28 2022
Shack sales receivables	Shack sales receivables	$	6,639	$	6,939	Shack sales receivables	$	7,684	$	8,779
Licensing receivables, net of allowance for doubtful accounts	Licensing receivables, net of allowance for doubtful accounts	3,262		4,005		Licensing receivables, net of allowance for doubtful accounts	5,401		3,918
Gift card liability	Gift card liability	1,847		3,297		Gift card liability	2,002		2,285
Deferred revenue, current	Deferred revenue, current	837		763		Deferred revenue, current	1,037		969
Deferred revenue, long-term	Deferred revenue, long-term	13,277		12,669		Deferred revenue, long-term	16,085		14,340

Revenue recognized ~~during the thirteen weeks ended March 30, 2022 and March 31, 2021~~ that was included in the respective liability balances at the beginning of the period was as follows:


		Thirteen Weeks Ended				Thirteen Weeks Ended
		March 30 2022		March 31 2021				March 29 2023		March 30 2022
Gift card liability(1)	Gift card liability(1)	$	1,506	$	219		Gift card liability(1)	$	333	$	1,506
Deferred revenue	Deferred revenue	197		181			Deferred revenue	244		197

(1)For the thirteen weeks ended March 30, 2022, amount includes the cumulative catch-up adjustment ~~that resulted in~~of $1,281 offor gift card breakage ~~income as noted above.~~income.

NOTE 4: FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying ~~value~~values of the Company's Cash and cash equivalents, Accounts receivable, net, Accounts payable and Accrued expenses ~~approximates~~approximate fair value due to the short-term nature of these financial instruments.

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As of March 30, 2022 and December 29, 2021, the Company held certain assets that are required to be measured at fair value on a recurring basis including Marketable securities, which consist of investments in equity securities. The fair value of these investments is measured using Level 1 inputs. The carrying value of these investments in equity securities approximates fair value.

Assets measured at fair value on a recurring basis ~~as of March 30, 2022 and December 29, 2021~~ were as follows:

Fair Value Measurements
March 30
2022 December 29
2021
Level 1 Level 1
Equity securities:
Mutual funds $ 79,676 $ 80,000
Total Marketable securities $ 79,676 $ 80,000


		Fair Value Measurements
		March 29 2023		December 28 2022
		Level 1		Level 1
Equity securities:
	Mutual funds	$	—	$	80,707
Total Marketable securities		$	—	$	80,707

Refer to Note 6, Debt, for additional information relating to the fair value of the Company's outstanding debt instruments.

A summary of other income (expense) from equity securities ~~recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021~~ was as follows:


			Thirteen Weeks Ended				Thirteen Weeks Ended
			March 30 2022		March 31 2021					March 29 2023		March 30 2022
Equity securities:	Equity securities:							Equity securities:
		Dividend income	$	77	$	74			Dividend income	$	495	$	77

									Realized gain on sale of investments	81		—
		Unrealized loss on equity securities	(400)		(46)				Unrealized loss on equity securities	—		(400)
Total	Total		$	(323)	$	28		Total		$	576	$	(323)

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis include long-lived assets, operating lease right-of-use assets and indefinite-lived intangible assets. The Company performs its impairment analysis at least annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges recognized during the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021.~~30, 2022.

NOTE 5: SUPPLEMENTAL BALANCE SHEET INFORMATION

The components of Other current liabilities ~~as of March 30, 2022 and December 29, 2021~~ were as follows:


		March 30 2022		December 29 2021			March 29 2023		December 28 2022
Sales tax payable	Sales tax payable	$	4,931	$	4,575	Sales tax payable	$	5,831	$	5,363

Gift card liability	Gift card liability	1,847		3,297		Gift card liability	2,002		2,285

Current portion of financing equipment lease liabilities	Current portion of financing equipment lease liabilities	2,697		2,711		Current portion of financing equipment lease liabilities	2,521		2,546
Legal reserve	Legal reserve	6,275		533		Legal reserve	2,385		6,285
Other	Other	4,836		3,385		Other	5,378		3,073
Other current liabilities	Other current liabilities	$	20,586	$	14,501	Other current liabilities	$	18,117	$	19,552

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The components of Other long-term liabilities ~~as of March 30, 2022 and December 29, 2021~~ were as follows:


		March 30 2022		December 29 2021			March 29 2023		December 28 2022
Deferred licensing revenue	Deferred licensing revenue	$	13,277	$	12,669	Deferred licensing revenue	$	16,085	$	14,340
Long-term portion of financing equipment lease liabilities	Long-term portion of financing equipment lease liabilities	4,246		4,303		Long-term portion of financing equipment lease liabilities	3,828		3,909
Other	Other	3,421		5,801		Other	2,279		2,438
Other long-term liabilities	Other long-term liabilities	$	20,944	$	22,773	Other long-term liabilities	$	22,192	$	20,687

NOTE 6: DEBT

~~Long-term debt consisted of the following components:~~

March 30
2022 December 29
2021
2021 Convertible Notes $ 250,000 $ 250,000
Discount and debt issuance costs, net of amortization 6,196 6,458
Total Long-term debt $ 243,804 $ 243,542

Convertible Notes

~~In March 2021, the Company issued~~The Company's $250,000 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 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.

The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 1, 2027, only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company's Class A common stock, par value $0.001 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Convertible Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per one thousand dollar principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate for the Convertible Notes on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; and (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 1, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time, regardless of the foregoing circumstances.

The Convertible Notes had an initial conversion rate of 5.8679 shares of Class A common stock per one thousand dollar principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $170.42 per share of Class A common stock.

~~Shake Shack may not redeem the Convertible Notes prior to March 6, 2025.~~ The Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, on or after March 6, 2025 if the last reported sale price of Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption

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~~price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.~~

In addition, if Shake Shack undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), subject to certain conditions, holders may require it to repurchase for cash all or any portion of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the Convertible Notes or if the Company delivers a notice of redemption in respect of some or all of the Convertible Notes, the Company will, in certain circumstances, increase the conversion rate of the Convertible Notes for a holder who elects to convert the Convertible Notes in connection with such a corporate event or convert the Convertible Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

Contemporaneously with the issuance of the Convertible Notes, Shake Shack Inc. entered into an intercompany note with SSE Holdings (“Intercompany Note”). SSE Holdings promises to pay Shake Shack Inc., for value received, the principal amount with interest of the Intercompany Note in March 2028. Shake Shack Inc. 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 Shake Shack Inc. and the aggregate number of outstanding shares of common stock.

As of March 30, 2022, the Convertible Notes had a gross principal balance of $250,000 and a balance of $243,804, net of unamortized discount and debt issuance costs of $6,196. Total amortization expense was $262 and $86 for the thirteen weeks ended March 30, 2022 and March 31, 2021, respectively, and was included in Interest expense in the Condensed Consolidated Statements of Income (Loss). In connection with the issuance of the Convertible Notes, the Company also incurred consulting and advisory fees of $236 for the thirteen weeks ended March 31, 2021 and was included in General and administrative expenses in the Condensed Consolidated Statements of Income (Loss).

~~At March 30, 2022, the~~ fair value of the Convertible Notes was approximately ~~$200,025,~~$175,000 and $162,500, respectively, as of March 29, 2023 and December 28, 2022, based on external pricing data, including available quoted market prices of these instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and is classified as a Level 2 measurement within the fair value hierarchy.


		Thirteen Weeks Ended
	Classification	March 29 2023		March 30 2022
Amortization expense on Convertible Notes	Interest expense	$	262	$	262

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	March 29 2023		December 28 2022
Convertible Notes	$	250,000	$	250,000
Discount and debt issuance costs, net of amortization	(5,149)		(5,411)
Long-term debt	$	244,851	$	244,589

Revolving Credit Facility

The Company ~~also~~ maintains a revolving credit facility agreement ("Revolving Credit Facility"). which permits borrowings up to $50,000 with the ability to increase available borrowings up to an additional $100,000, subject to satisfaction of certain conditions. Under the Revolving Credit Facility, outstanding borrowings bear interest at either: (i) LIBOR, or the Secured Overnight Financing Rate upon the discontinuance or unavailability of LIBOR, plus a percentage ranging from 1.0% to 2.5% or (ii) the base rate plus a percentage ranging from —% to 1.5%, in each case depending on our net lease adjusted leverage ratio. As of March ~~30, 2022~~29, 2023 and December ~~29, 2021,~~28, 2022, no amounts were outstanding under the Revolving Credit Facility.

~~As of March 30, 2022,~~The obligations under the Revolving Credit Facility ~~had unamortized deferred financing costs~~are secured by a first-priority security interest in substantially all of ~~$77 which were included in Other~~the assets onof SSE Holdings and the ~~Condensed Consolidated Balance Sheets. Total interest expense related to~~guarantors. The obligations under the Revolving Credit Facility ~~were $36~~are guaranteed by each of SSE Holdings' direct and $368 for the thirteen weeks ended March 30, 2022 and March 31, 2021, respectively. Interest expense for the thirteen weeks ended March 31, 2021 primarily included the write-off of previously capitalized costs on the Revolving Credit Facility.

indirect subsidiaries, with certain exceptions. The Revolving Credit Facility requires the Company to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, as well as other customary affirmative and negative covenants. As of March ~~30, 2022,~~29, 2023, the Company was in compliance with all covenants.

The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15,000. As of March 29, 2023 and December 28, 2022, the Company has outstanding letters of credit of $1,863 in connection with the Revolving Credit Facility.


		Thirteen Weeks Ended
	Classification	March 29 2023		March 30 2022
Interest expense on Revolving Credit Facility	Interest expense	$	24	$	36


	Classification	March 29 2023		December 28 2022
Unamortized deferred financing costs on Revolving Credit Facility	Other assets	$	57	$	62

NOTE 7: LEASES

Nature of Leases

Shake Shack currently leases all of its domestic Company-operated Shacks, the home office and certain equipment under various non-cancelable lease agreements that expire on various dates through 2044. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether substantially all economic benefits from the use of the asset is obtained, and whether the Company has the right to direct the use of the asset. If these criteria are met and the Company has identified a lease, a right of use asset and lease liability are recorded on the ~~contract is accounted for under the requirements of Accounting Standards Codification Topic 842.~~

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Condensed Consolidated Balance Sheets. Upon possession of a leased asset, the Company determines whether the lease is an operating or finance lease. ~~Real~~All of the Company's real estate leases are classified as operating leases and most ~~of the~~ equipment leases are classified as finance leases.

Generally, real estate leases have initial terms ranging from 10 to 15 years and typically include 2two five-year renewal options. Renewal options are generally not recognized as part of the right-of-use assets and lease liabilities as it is not reasonably certain at commencement date that the Company would exercise the renewal options. Real estate leases typically contain fixed

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minimum rent payments and/or contingent rent payments which are based upon sales in excess of specified thresholds. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period.

~~Fixed minimum rent~~For operating leases, fixed lease payments are recognized as operating lease costs on a straight-line basis over the lease ~~term from the date the Company takes possession of the leased property.~~term. Lease expense incurred before a Shack opens is recorded in Pre-opening costs on the Condensed Consolidated Statements of ~~Income (Loss).~~Loss. Once a domestic Company-operated Shack opens, the straight-line lease expense and contingent rent, if applicable, isare recorded in Occupancy and related expenses on the Condensed Consolidated Statements of ~~Income (Loss).~~Loss. Many of the leases also require the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in Occupancy and related expenses on the Condensed Consolidated Statements of ~~Income (Loss).~~Loss. Finance leases are recognized in depreciation expense on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For both operating and finance leases that contain lease and non-lease components, the components are combined and accounted for as a single lease component. Variable lease costs for both operating and finance leases, if any, is recognized as incurred. For leases with a lease term of 12 months or less ("short-term lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets.

The Company calculates operating lease assets and lease liabilities as the present value of fixed lease payments over the reasonably certain lease term beginning at the commencement date. The Company uses its incremental borrowing rate ("IBR") in determining the present value of future lease payments as there are no explicit rates provided in the leases. The IBR used to measure the lease liability is derived from the average of the yield curves obtained from using the notching method and the recovery rate method. The most significant assumption in calculating the IBR is the Company's credit rating and is subject to judgment. The credit rating used to develop the IBR is determined by utilizing the credit ratings of other public companies with similar financial information as SSE Holdings.

The Company expends cash for leasehold improvements to build out and equip leased properties. Generally, a portion of the leasehold improvements and building costs are reimbursed by the landlords through landlord incentives pursuant to agreed-upon terms in the lease agreements. Landlord incentives usually take the form of cash, full or partial credits against future minimum or contingent rents otherwise payable by the Company, or a combination thereof. In most cases, landlord incentives are received after the Company takes possession of the property and as milestones are met during the construction of the property. The Company includes these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset.

A summary of operating and finance lease assets and lease liabilities ~~as of March 30, 2022 and December 29, 2021~~ were as follows:


		Classification	March 30 2022		December 29 2021			Classification	March 29 2023		December 28 2022
Operating leases	Operating leases	Operating lease assets	$	346,128	$	347,277	Operating leases	Operating lease assets	$	379,475	$	367,488
Finance leases	Finance leases	Property and equipment, net	6,733		6,810		Finance leases	Property and equipment, net	6,117		6,152
Total right-of-use assets	Total right-of-use assets		$	352,861	$	354,087	Total right-of-use assets		$	385,592	$	373,640

Operating leases:	Operating leases:						Operating leases:
		Operating lease liabilities, current	$	36,951	$	35,519		Operating lease liabilities, current	$	44,578	$	42,238
		Long-term operating lease liabilities	399,487		400,113			Long-term operating lease liabilities	441,554		427,227
Finance leases:	Finance leases:						Finance leases:
		Other current liabilities	2,697		2,711			Other current liabilities	2,521		2,546
		Other long-term liabilities	4,246		4,303			Other long-term liabilities	3,828		3,909
Total lease liabilities	Total lease liabilities		$	443,381	$	442,646	Total lease liabilities		$	492,481	$	475,920

Shake Shack Inc.

Form 10-Q | 15

Table of Contents

The components of lease expense ~~for the thirteen weeks ended March 30, 2022 and March 31, 2021~~ were as follows:


				Thirteen Weeks Ended					Thirteen Weeks Ended
			Classification	March 30 2022		March 31 2021				Classification	March 29 2023		March 30 2022
Operating lease cost	Operating lease cost		Occupancy and related expenses Pre-opening costs General and administrative expenses	$	13,681	$	12,330	Operating lease cost		Occupancy and related expenses Pre-opening costs General and administrative expenses	$	16,075	$	13,681
Finance lease cost:	Finance lease cost:							Finance lease cost:
		Amortization of right-of-use assets	Depreciation and amortization expense	753		613			Amortization of right-of-use assets	Depreciation and amortization expense	737		753
		Interest on lease liabilities	Interest expense	52		54			Interest on lease liabilities	Interest expense	70		52
Variable lease cost	Variable lease cost		Occupancy and related expenses Other operating expenses Pre-opening costs General and administrative expenses	3,504		2,851		Variable lease cost		Occupancy and related expenses Pre-opening costs General and administrative expenses	3,770		3,504
Short-term lease cost	Short-term lease cost		Occupancy and related expenses	98		82		Short-term lease cost		Occupancy and related expenses	240		98
Total lease cost	Total lease cost			$	18,088	$	15,930	Total lease cost			$	20,892	$	18,088

As of March ~~30, 2022,~~29, 2023, future minimum lease payments for operating and finance leases consisted of the following:


		Operating Leases		Finance Leases			Operating Leases		Finance Leases
2022(1)		$	34,003	$	2,252
2023		64,088		2,205
2023(1)						2023(1)	$	39,574	$	2,138
2024	2024	64,127		1,450		2024	75,201		2,222
2025	2025	62,986		718		2025	74,664		1,314
2026	2026	59,230		425		2026	70,986		576
2027						2027	66,535		332
Thereafter	Thereafter	255,488		273		Thereafter	291,236		263
Total minimum payments	Total minimum payments	539,922		7,323		Total minimum payments	618,196		6,845
Less: imputed interest	Less: imputed interest	111,396		392		Less: imputed interest	144,365		496
Total lease liabilities	Total lease liabilities	$	428,526	$	6,931	Total lease liabilities	$	473,831	$	6,349

(1)Operating leases are net of certain tenant allowance receivables that were reclassified to Other current assets as of March ~~30, 2022.~~29, 2023.

As of March ~~30, 2022~~29, 2023 the Company had additional operating lease commitments of ~~$129,255~~$144,967 for non-cancelable leases without a possession date, which begin to commence in ~~2022.~~2023. These lease commitments are consistent with the leases that have been executed thus far.

A summary of lease terms and discount rates for operating and finance leases ~~as of March 30, 2022 and December 29, 2021~~ were as follows:


			March 30 2022		December 29 2021				March 29 2023		December 28 2022
Weighted average remaining lease term (years):	Weighted average remaining lease term (years):						Weighted average remaining lease term (years):
		Operating leases	9.1		9.5			Operating leases	9.0		8.9
		Finance leases	5.3		5.4			Finance leases	4.9		5.1
Weighted average discount rate:	Weighted average discount rate:						Weighted average discount rate:
		Operating leases	5.2	%	3.9	%		Operating leases	5.8	%	5.7	%
		Finance leases	3.1	%	3.1	%		Finance leases	4.3	%	4.0	%

16 | Shake Shack Inc.

Form 10-Q

Table of Contents

Supplemental cash flow information related to leases ~~for the thirteen weeks ended March 30, 2022 and March 31, 2021 were~~was as follows:


			Thirteen Weeks Ended						Thirteen Weeks Ended
			March 30 2022		March 31 2021				March 29 2023		March 30 2022
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:						Cash paid for amounts included in the measurement of lease liabilities:
		Operating cash flows from operating leases	$	13,525	$	11,825		Operating cash flows from operating leases	$	16,830	$	13,525
		Operating cash flows from finance leases	52		54			Operating cash flows from finance leases	70		52
		Financing cash flows from finance leases	747		602			Financing cash flows from finance leases	807		747
Right-of-use assets obtained in exchange for lease obligations:	Right-of-use assets obtained in exchange for lease obligations:						Right-of-use assets obtained in exchange for lease obligations:
		Operating leases	5,541		11,095			Operating leases	21,414		5,541
		Finance leases	676		1,518			Finance leases	701		676

NOTE 8: NON-CONTROLLING INTERESTS

Shake Shack is the primary beneficiary and sole managing member of SSE Holdings and, as a result, consolidates the financial results of SSE Holdings. The Company reports a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement, as further amended, (the "LLC Agreement") of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, the Company will receive a corresponding number of LLC Interests, increasing the total ownership interest in SSE Holdings. Changes in the ownership interest in SSE Holdings while the Company retains its controlling interest in SSE Holdings will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Interests in SSE Holdings by the other members of SSE Holdings will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

The following table summarizes the ownership interest in SSE ~~Holdings as of March 30, 2022 and December 29, 2021.~~Holdings:


		March 30, 2022			December 29, 2021				March 29, 2023			December 28, 2022
		LLC Interests	Ownership %		LLC Interests	Ownership %			LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests held by Shake Shack Inc.	Number of LLC Interests held by Shake Shack Inc.	39,218,290	93.1	%	39,142,397	93.1	%	Number of LLC Interests held by Shake Shack Inc.	39,404,905	93.3	%	39,284,998	93.2	%
Number of LLC Interests held by non-controlling interest holders	Number of LLC Interests held by non-controlling interest holders	2,911,587	6.9	%	2,921,587	6.9	%	Number of LLC Interests held by non-controlling interest holders	2,844,513	6.7	%	2,869,513	6.8	%
Total LLC Interests outstanding	Total LLC Interests outstanding	42,129,877	100.0	%	42,063,984	100.0	%	Total LLC Interests outstanding	42,249,418	100.0	%	42,154,511	100.0	%

The weighted average ownership percentages for the applicable reporting periods are used to attribute Net ~~income (loss)~~loss and Other comprehensive ~~income (loss)~~loss to ~~Shake Shack Inc. and~~ the non-controlling interest holders. ~~The non-controlling interest holders' weighted average ownership percentage for the thirteen weeks ended March 30, 2022 and March 31, 2021 was 6.9% and 7.0%, respectively.~~

~~The following table summarizes the effects of changes in ownership of SSE Holdings on the Company's equity during the thirteen weeks ended March 30, 2022 and March 31, 2021.~~


	Thirteen Weeks Ended
	March 29 2023		March 30 2022
Non-controlling interest holders' weighted average ownership percentages	6.8	%	6.9	%

Shake Shack Inc.

Form 10-Q | 17

Table of Contents

Thirteen Weeks Ended
March 30
2022 March 31
2021
Net income (loss) attributable to Shake Shack Inc. $ (10,162) $ 1,309
Other comprehensive income (loss):
Unrealized loss on foreign currency translation adjustment (1) (1)
Transfers (to) from non-controlling interests:
Increase in additional paid-in capital as a result of the redemption of LLC Interests 49 36
Increase (decrease) in additional paid-in capital as a result of activity under stock compensation plans and the related income tax effects (2,276) 3,359
Total effect of changes in ownership interest on equity (loss) attributable to Shake Shack Inc. $ (12,390) $ 4,703
The following table summarizes the effects of changes in ownership of SSE Holdings on the Company's equity:


		Thirteen Weeks Ended
		March 29 2023		March 30 2022
Net loss attributable to Shake Shack Inc.		$	(1,534)	$	(10,162)
Other comprehensive loss:

	Unrealized loss on foreign currency translation adjustment	(4)		(1)
Transfers (to) from non-controlling interests:


	Increase in additional paid-in capital as a result of the redemption of LLC Interests	194		49



	Decrease in additional paid-in capital as a result of activity under its stock compensation plan and the related income tax effects	(2,699)		(2,276)

Total effect of changes in ownership interest on loss attributable to Shake Shack Inc.		$	(4,043)	$	(12,390)

The following table summarizes the LLC Interests activity under the Company's stock compensation plan and redemptions of LLC Interests ~~activity during the thirteen weeks ended March 30, 2022 and March 31, 2021.~~activity:

Thirteen Weeks Ended
March 30
2022 March 31
2021
Redemption and acquisition of LLC Interests
Number of LLC Interests redeemed by non-controlling interest holders 10,000 29,600
Number of LLC Interests received by Shake Shack Inc. 10,000 29,600
Issuance of Class A common stock
Shares of Class A common stock issued in connection with redemptions of LLC Interests 10,000 29,600
Cancellation of Class B common stock
Shares of Class B common stock surrendered and canceled 10,000 29,600

During the thirteen weeks ended March 30, 2022 and March 31, 2021, the Company received an aggregate of 65,893 and 355,849 LLC Interests, respectively, in connection with the activity under its stock compensation plans.


		Thirteen Weeks Ended
		March 29 2023	March 30 2022
LLC Interests activity under the Company's stock compensation plan
	Number of LLC Interests received by Shake Shack Inc.	94,907	65,893
Redemption and acquisition of LLC Interests
	Number of LLC Interests redeemed by non-controlling interest holders	25,000	10,000

	Number of LLC Interests received by Shake Shack Inc.	25,000	10,000
Issuance of Class A common stock
	Shares of Class A common stock issued in connection with redemptions of LLC Interests	25,000	10,000

Cancellation of Class B common stock
	Shares of Class B common stock surrendered and canceled	25,000	10,000

NOTE 9: EQUITY-BASED COMPENSATION

A summary of equity-based compensation expense recognized ~~during the thirteen weeks ended March 30, 2022 and March 31, 2021~~ was as follows:


		Thirteen Weeks Ended				Thirteen Weeks Ended
		March 30 2022		March 31 2021				March 29 2023		March 30 2022
Stock options		$	—	$	20

Performance stock units	Performance stock units	1,424		414			Performance stock units	1,310		1,424
Restricted stock units	Restricted stock units	1,764		1,247			Restricted stock units	2,492		1,764
Equity-based compensation expense	Equity-based compensation expense	$	3,188	$	1,681		Equity-based compensation expense	$	3,802	$	3,188

Total income tax benefit recognized related to equity-based compensation	Total income tax benefit recognized related to equity-based compensation	$	56	$	67		Total income tax benefit recognized related to equity-based compensation	$	102	$	56

18 | Shake Shack Inc.

Form 10-Q

Table of Contents

Equity-based compensation expense ~~recorded during the thirteen weeks ended March 30, 2022 and March 31, 2021~~ was as follows:


		Thirteen Weeks Ended				Thirteen Weeks Ended
		March 30 2022		March 31 2021				March 29 2023		March 30 2022
General and administrative expenses	General and administrative expenses	$	2,991	$	1,541		General and administrative expenses	$	3,529	$	2,991
Labor and related expenses	Labor and related expenses	197		140			Labor and related expenses	273		197
Equity-based compensation expense	Equity-based compensation expense	$	3,188	$	1,681		Equity-based compensation expense	$	3,802	$	3,188

NOTE 10: INCOME TAXES

Shake Shack is the sole managing member of SSE Holdings and, as a result, consolidates the financial results of SSE Holdings. SSE Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, SSE Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of SSE Holdings, as well as any stand-alone income or loss generated by Shake Shack Inc. The Company is also subject to withholding taxes in foreign jurisdictions.

The effective income tax rates for the thirteen weeks ended March 29, 2023 and March 30, 2022 were (114.8)% and ~~March 31, 2021 were~~ 27.6% ~~and 105.5%~~, respectively. The decrease was primarily driven by a decrease in ~~windfall benefits associated with equity-based compensation resulting~~pre-tax book loss, a decrease in ~~the accrual of a~~discrete tax expense related to foreign withholding tax and valuation allowance, ~~in our investment in the partnership as well as higher foreign tax expense, partly~~partially offset by an increase in ~~pre-tax loss and higher~~ tax credits. Additionally, an increase in the Company's ownership interest in SSE Holdings increases its share of the taxable income (loss) of SSE Holdings. The weighted average ownership interest in SSE Holdings was ~~93.1%~~93.2% and ~~93.0%~~93.1% for the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021,~~30, 2022, respectively.

Deferred Tax Assets and Liabilities

During the thirteen weeks ended March ~~30, 2022,~~29, 2023, the Company acquired an aggregate of ~~75,893~~119,907 LLC Interests in connection with the redemption of LLC Interests, and activity relating to its stock compensation plan. The Company recognized a deferred tax asset in the amount of ~~$631~~$824 associated with the basis difference in its investment in SSE Holdings upon acquisition of these LLC Interests. As of March ~~30, 2022,~~29, 2023, the total deferred tax asset related to the basis difference in the Company's investment in SSE Holdings was $111,548. However, a portion of the total basis difference will only reverse upon the eventual sale of its interest in SSE Holdings, which the Company expects would result in a capital loss. As of March 30, 2022, the total valuation allowance established against the deferred tax asset to which this portion relates was $959.$88,520.

During the thirteen weeks ended March ~~30, 2022,~~29, 2023, the Company also recognized ~~$62~~$129 of deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement and related deductions for imputed interest on such payments. Refer to "Tax Receivable Agreement," herein for additional information.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of March ~~30, 2022,~~29, 2023, the Company concluded, based on the weight of all available positive and negative evidence, that all of its deferred tax assets (except for those deferred tax assets ~~described above~~ relating to ~~basis differences that are expected to result in a capital loss upon eventual sale of its interest in SSE Holdings, New York City UBT~~certain state tax credits and net operating losses and certain foreign tax credits) are more likely than not to be realized. As such, no additional valuation allowance was recognized.

Tax Receivable Agreement

Pursuant to the Company's election under Section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of SSE Holdings when LLC Interests are redeemed or exchanged by the other members of SSE Holdings. The Company plans to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. The Company intends to treat any redemptions and exchanges of LLC Interests as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in

~~Shake Shack Inc.~~ ~~Form 10-Q~~ | 19

~~Table of Contents~~

tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

Shake Shack Inc.

Form 10-Q | 19

Table of Contents

On February 4, 2015, the Company entered into a tax receivable agreement with certain of the then-existing members of SSE Holdings (the "Tax Receivable Agreement") that provides for the payment by the Company of 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of (i) increases in the Company's share of the tax basis in the net assets of SSE Holdings resulting from any redemptions or exchanges of LLC Interests, (ii) tax basis increases attributable to payments made under the Tax Receivable Agreement, and (iii) deductions attributable to imputed interest pursuant to the Tax Receivable Agreement (the "TRA Payments"). The Company expects to benefit from the remaining 15% of any tax benefits that may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in SSE Holdings or the Company. The rights of each member of SSE Holdings that is a party to the Tax Receivable Agreement, are assignable to transferees of their respective LLC Interests.

During the thirteen weeks ended March ~~30, 2022,~~29, 2023, the Company acquired an aggregate of ~~10,000~~25,000 LLC Interests in connection with the redemption of LLC Interests, which resulted in an increase in the tax basis of its investment in SSE Holdings subject to the provisions of the Tax Receivable Agreement. The Company recognized an additional liability in the amount of ~~$228~~$472 for the TRA Payments due to the redeeming members, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemption of LLC Interests, after concluding it was probable that such TRA Payments would be paid based on estimates of future taxable income. During the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021,~~30, 2022, inclusive of interest, no payments were made to the ~~members of SSE Holdings pursuant~~parties to the Tax Receivable Agreement. As of March ~~30, 2022,~~29, 2023, the total amount of TRA Payments due under the Tax Receivable Agreement, was ~~$234,273.~~$235,361. Refer to Note 13, Commitments and Contingencies, for additional information relating to the liabilities under the Tax Receivable Agreement.

~~CARES Act~~

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit (“ERC”), which allows for employers to claim a refundable tax credit against the employer share of Social Security tax equal to 70% of the qualified wages paid to employees after December 31, 2020 through September 30, 2021. The ERC was designed to encourage businesses to keep employees on the payroll during the COVID-19 pandemic.

As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, we account for the ERC by analogy to International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it has reasonable assurance for receipt of the ERC and recorded the ERC benefit of $500 within Labor and other related expenses in the Condensed Consolidated Statement of Income (Loss) for the thirteen weeks ended March 30, 2022 as an offset to Social Security tax expense. We recorded a corresponding accrual for the benefit expected to be received within Accrued wages and related liabilities on the Condensed Consolidated Balance Sheet as of March 30, 2022.

NOTE 11: EARNINGS (LOSS) PER SHARE

Basic loss per share of Class A common stock is computed by dividing Net loss attributable to Shake Shack Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted loss per share of Class A common stock is computed by dividing Net loss attributable to Shake Shack Inc. by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted ~~earnings (loss)~~loss per share of Class A common stock (in thousands, except per share amounts) ~~for the thirteen weeks ended March 30, 2022 and March 31, 2021.~~:

~~20 |~~ ~~Shake Shack Inc.~~ ~~Form 10-Q~~

~~Table of Contents~~


				Thirteen Weeks Ended					Thirteen Weeks Ended
				March 30 2022		March 31 2021				March 29 2023		March 30 2022
Numerator:	Numerator:							Numerator:
		Net income (loss) attributable to Shake Shack Inc.—basic		$	(10,162)	$	1,309		Net loss attributable to Shake Shack Inc.—basic	$	(1,534)	$	(10,162)
		Reallocation of net loss attributable to non-controlling interests from the assumed conversion of Class B shares		(1,120)		(734)
		Net income (loss) attributable to Shake Shack Inc.—diluted		$	(11,282)	$	575		Net loss attributable to Shake Shack Inc.—diluted	(1,534)		(10,162)
Denominator:	Denominator:							Denominator:
		Weighted average shares of Class A common stock outstanding—basic		39,163		38,948			Weighted average shares of Class A common stock outstanding—basic	39,332		39,163
		Effect of dilutive securities:
			Stock options	—		232
			Performance stock units	—		53
			Restricted stock units	—		164
			Convertible Notes	—		451
			Shares of Class B common stock	—		2,941

		Weighted average shares of Class A common stock outstanding—diluted		39,163		42,789			Weighted average shares of Class A common stock outstanding—diluted	39,332		39,163

Earnings (loss) per share of Class A common stock—basic				$	(0.26)	$	0.03
Earnings (loss) per share of Class A common stock—diluted				$	(0.26)	$	0.01
Loss per share of Class A common stock—basic								Loss per share of Class A common stock—basic		$	(0.04)	$	(0.26)
Loss per share of Class A common stock—diluted								Loss per share of Class A common stock—diluted		$	(0.04)	$	(0.26)

The effect of potential share settlement of the Convertible Notes outstanding for the period is included as potentially dilutive shares of Class A common stock under application of the if-converted method in the computation of diluted ~~earnings (loss)~~loss per share, except when the effect would be anti-dilutive. Refer to Note 6, Debt, for additional information.

Shares of Class B common stock do not share in the earnings or losses of Shake Shack and are therefore not participating securities. As such, separate presentation of basic and diluted ~~earnings (loss)~~loss per share of Class B common stock under the two-class method has not been presented. However, shares of Class B common stock outstanding for the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method and are included in the computation of diluted ~~earnings (loss)~~loss per share, except when the effect would be anti-dilutive.

20 | Shake Shack Inc.

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Table of Contents

The following table presents potentially dilutive securities excluded from the computations of diluted ~~earnings (loss)~~loss per share of Class A common ~~stock for the thirteen weeks ended March 30, 2022 and March 31, 2021.~~stock:


		Thirteen Weeks Ended				Thirteen Weeks Ended
		March 30 2022		March 31 2021				March 29 2023		March 30 2022
Stock options	Stock options	149,731	(1)	1,698	(2)		Stock options	128,656	(1)	149,731	(1)
Performance stock units	Performance stock units	165,108	(1)	51,974	(3)		Performance stock units	134,659	(1)	165,108	(1)
Restricted stock units	Restricted stock units	401,716	(1)	—			Restricted stock units	576,227	(1)	401,716	(1)
Shares of Class B common stock	Shares of Class B common stock	2,911,587	(1)	—			Shares of Class B common stock	2,844,513	(1)	2,911,587	(1)
Convertible notes	Convertible notes	1,466,975	(1)	—			Convertible notes	1,466,975	(1)	1,466,975	(1)

(1)Number of securities outstanding at the end of the period that were excluded from the computation of diluted ~~earnings (loss)~~loss per share of Class A common stock because the effect would have been anti-dilutive.

~~(2)~~Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the exercise price of the stock options exceeded the average market price of our Class A common stock during the period ("out-of-the-money").

~~(3)~~Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the performance conditions associated with these awards were not met assuming the end of the reporting period was the end of the performance period.

~~Shake Shack Inc.~~ ~~Form 10-Q~~ | 21

~~Table of Contents~~

NOTE 12: SUPPLEMENTAL CASH FLOW INFORMATION

The following table sets forth supplemental cash flow ~~information for the thirteen weeks ended March 30, 2022 and March 31, 2021:~~information:


			Thirteen Weeks Ended						Thirteen Weeks Ended
			March 30 2022		March 31 2021				March 29 2023		March 30 2022
Cash paid for:	Cash paid for:						Cash paid for:
		Income taxes, net of refunds	$	936	$	388		Income taxes, net of refunds	$	782	$	936
		Interest, net of amounts capitalized	57		70			Interest, net of amounts capitalized	83		57
Non-cash investing activities:	Non-cash investing activities:						Non-cash investing activities:
		Accrued purchases of property and equipment	20,080		12,949			Accrued purchases of property and equipment	25,752		20,080

		Capitalized equity-based compensation	25		9			Capitalized equity-based compensation	43		25

Non-cash financing activities:	Non-cash financing activities:						Non-cash financing activities:

		Revolving Credit Facility amendment-related accrual	—		112
		Convertible Notes issuance-related accrual	—		312
		Establishment of liabilities under tax receivable agreement	228		1,094			Establishment of liabilities under tax receivable agreement	472		228

NOTE 13: COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company is obligated under various operating leases for Shacks and the home office space, expiring in various years through 2044. Under certain of these leases, the Company is liable for contingent rent based on a percentage of sales in excess of specified thresholds and ~~are~~ typically responsible for its proportionate share of real estate taxes, common area maintenance costs and other occupancy costs. Refer to Note 7, Leases, for additional information.

~~As security under the terms of one of the~~Certain leases require the Company ~~is obligated under a letter~~to obtain letters of credit. As of March 29, 2023, the Company held two letters of credit, ~~totaling~~one for $130 ~~as of March 30, 2022,~~ which expires in February ~~2026. Additionally, in September 2017,~~2026 and the ~~Company entered into a letter of credit in conjunction with the new home office lease in the amount of~~second for $603, which expires in August ~~2022~~2023 and renews automatically for one-year periods through January ~~31,~~ 2034.

Purchase Commitments

Purchase obligations include legally binding contracts, including commitments for the purchase, construction or remodeling of real estate and facilities, firm minimum commitments for inventory purchases, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. These obligations are generally short-term in nature and are recorded as liabilities when the related goods are received or services rendered. The Company also enters into long-term,

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exclusive contracts with certain vendors to supply food, beverages and paper goods, obligating the Company to purchase specified quantities.

Legal Contingencies

~~During~~In May 2022, a claim was filed against Shake Shack alleging certain violations of the ~~thirteen weeks ended March 30, 2022, an~~Fair Labor Standards Act relating to the classification of exempt managers. An accrual ~~in the amount~~ of ~~$6,000~~$900 was recorded in connection with settling ~~a private action relating to New York City’s predictive scheduling laws. We are also involved in a related regulatory~~this matter ~~which, at this time, we are not able to reasonably estimate~~during the ~~outcome of, including any potential financial liability. As a result, no amount has been accrued as of~~thirteen weeks ended March ~~30, 2022 and December~~ 29, ~~2021 relating to this matter.~~2023.

~~We are~~The Company is subject to various legal proceedings, claims and liabilities, involving employees and guests alike, which arise in the ordinary course of business and are generally covered by insurance. As of March ~~30, 2022,~~29, 2023, the amount of the ultimate liability with respect to these matters was not material.

~~22 |~~ ~~Shake Shack Inc.~~ ~~Form 10-Q~~

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Liabilities under Tax Receivable Agreement

As described in Note 10, Income Taxes, the Company is a party to the Tax Receivable Agreement under which it is contractually committed to pay certain of the members of SSE Holdings 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of certain transactions. The Company is not obligated to make any payments under the Tax Receivable Agreement until the tax benefits associated with the transactions that gave rise to the payments are realized. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If the Company does not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then it would not be required to make the related TRA Payments. During the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021,~~30, 2022, the Company recognized liabilities totaling ~~$228~~$472 and ~~$1,094,~~$228, respectively, relating to the obligations under the Tax Receivable Agreement, after concluding that it was probable that it would have sufficient future taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. As of March ~~30, 2022~~29, 2023 and December ~~29, 2021,~~28, 2022, the total obligations under the Tax Receivable Agreement were ~~$234,273~~$235,361 and ~~$234,045,~~$234,893, respectively. There were no transactions subject to the Tax Receivable Agreement for which the Company did not recognize the related liability, as the Company concluded that it would have sufficient future taxable income to utilize all of the related tax benefits generated by all transactions that occurred during the thirteen weeks ended March ~~30, 2022.~~29, 2023.

NOTE 14: RELATED PARTY TRANSACTIONS

Union Square Hospitality Group

The Chairman of the Board of Directors serves as the ~~Chief~~ Executive ~~Officer~~Chairman of Union Square Hospitality Group, LLC. As a result, Union Square Hospitality Group, LLC and its ~~subsidiaries,~~subsidiary, set forth below, are considered related parties.

Hudson Yards Sports and Entertainment

In fiscal 2011, Shake Shack entered into a Master License Agreement (as amended, "MLA") with Hudson Yards Sports and Entertainment LLC ("HYSE") to operate Shake Shack branded limited menu concession stands in sports and entertainment venues within the United States. In February 2019, the agreement was assigned to Hudson Yards Catering ("HYC"), the parent of HYSE. The agreement expires in January 2027 and includes 5five consecutive five-year renewal options at HYC's option. As consideration for these rights, HYC pays the Company a license fee based on a percentage of net food sales, as defined in the MLA. HYC also pays a percentage of profits on sales of branded beverages, as defined in the MLA.

~~Thirteen Weeks Ended~~

~~Classification~~

March 30
2022

March 31
2021

~~Amounts received from HYC~~

~~Licensing revenue~~

~~104~~

—


		Thirteen Weeks Ended
	Classification	March 29 2023		March 30 2022

Amounts received from HYC	Licensing revenue	$	146	$	104

Classification March 30
2022 December 29
2021
Amounts due from HYC Accounts receivable, net $ 25 $ 90

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	Classification	March 29 2023		December 28 2022

Amounts due from HYC	Accounts receivable, net	$	24	$	69

Madison Square Park Conservancy

The Chairman of the Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which Shake Shack has a license agreement and pays license fees to operate the Madison Square Park Shack. No amounts were due to MSP Conservancy as of ~~both~~ March ~~30, 2022~~29, 2023 and December ~~29, 2021.~~28, 2022.

Thirteen Weeks Ended
Classification March 30
2022 March 31
2021
Amounts paid to MSP Conservancy Occupancy and related expenses $ 220 $ 215

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		Thirteen Weeks Ended
	Classification	March 29 2023		March 30 2022
Amounts paid to MSP Conservancy	Occupancy and related expenses	$	224	$	220

Olo, Inc.

The Chairman of the Board of Directors serves as a director of Olo, Inc. (formerly known as "Mobo Systems, Inc."), a platform the Company uses in connection with its mobile ordering application.

Thirteen Weeks Ended
Classification March 30
2022 March 31
2021
Amounts paid to Olo, Inc. Other operating expenses $ 134 $ 147


		Thirteen Weeks Ended
	Classification	March 29 2023		March 30 2022
Amounts paid to Olo, Inc.	Other operating expenses	$	124	$	134


	~~Classification~~	March 30 2022		December 29 2021
~~Amounts due to Olo, Inc.~~	~~Accounts payable~~	$	—	$	33


	Classification	March 29 2023		December 28 2022
Amounts due to Olo, Inc.	Accounts payable Accrued expenses	$	81	$	39

Block, Inc.

The Company's Chief Executive Officer is a member of the board of directors of Block, Inc. (formerly known as "Square, Inc."). WeThe Company currently ~~use~~uses certain point-of-sale applications, payment processing services, hardware and other enterprise platform services in connection with its kiosk technology, sales for certain off-site events and the processing of a limited amount of sales at certain locations.

Thirteen Weeks Ended
Classification March 30
2022 March 31
2021
Amounts paid to Block, Inc. Other operating expenses $ 825 $ 462


		Thirteen Weeks Ended
	Classification	March 29 2023		March 30 2022
Amounts paid to Block, Inc.	Other operating expenses	$	1,571	$	825

Classification March 30
2022 December 29
2021
Amounts due to Block, Inc. Accounts payable $ 44 $ 52

~~USHG Acquisition Corp.~~

The Company's Chief Executive Officer has been appointed to the board of directors of USHG Acquisition Corp. in which the Company's Chairman of the Board of Directors serves as the chairman of the board of directors of USHG Acquisition Corp. USHG Acquisition Corp. is a newly organized blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. No amounts were paid to USHG Acquisition Corp. during the thirteen weeks ended March 30, 2022 and March 31, 2021. No amounts were due to or due from USHG Acquisition Corp. as of both March 30, 2022 and December 29, 2021.


	Classification	March 29 2023		December 28 2022
Amounts due to Block, Inc.	Accounts payable Accrued expenses	$	45	$	55

Tax Receivable Agreement

The Company entered into a Tax Receivable Agreement that provides for the payment by the Company of 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of certain transactions. Refer to Note 10, Income Taxes, for additional information. No ~~amounts~~payments were ~~paid~~made to the members of SSE Holdings pursuant to the Tax Receivable Agreement during the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021.~~

Classification March 30
2022 December 29
2021
Amounts due under the Tax Receivable Agreement Other current liabilities
Liabilities under Tax Receivable Agreement, net of current portion $ 234,273 $ 234,045
30, 2022.

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	Classification	March 29 2023		December 28 2022
Amounts due under the Tax Receivable Agreement	Other current liabilities Liabilities under Tax Receivable Agreement, net of current portion	$	235,361	$	234,893

Distributions to Members of SSE Holdings

Under the terms of the SSE Holdings LLC Agreement, SSE Holdings is obligated to make tax distributions to its members. No tax distributions were payable to non-controlling interest holders as of March ~~30, 2022~~29, 2023 and December ~~29, 2021,~~28, 2022, respectively.

Thirteen Weeks Ended
Classification March 30
2022 March 31
2021
Amounts paid to non-controlling interest holders Non-controlling interests $ 302 $ 467


		Thirteen Weeks Ended
	Classification	March 29 2023		March 30 2022
Amounts paid to non-controlling interest holders	Non-controlling interests	$	49	$	302

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This section and other parts of this Quarterly Report on Form 10-Q ("Form 10-Q") contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"), which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact ~~included in this Form 10-Q~~ are forward-looking ~~statements, including, but not limited to, statements about our growth, strategic plan, and our liquidity.~~statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to ~~any~~ historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "outlook," "potential," "project," "projection," "plan," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.

All forward-looking statements are expressly qualified in their entirety by these cautionary statements. Some of the factors which could cause results to differ materially from the Company's expectations include the continuing impact of the COVID-19 pandemic, including the potential impact of any COVID-19 variants, the Company's ability to develop and open new Shacks on a timely basis, increased costs or shortages or interruptions in the supply or delivery of our products, increased labor costs or shortages, inflationary pressures, the Company's management of its digital capabilities and expansion into new channels, including drive-thru, our ability to maintain and grow sales at our existing Shacks, and risks relating to the restaurant industry generally. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December ~~29, 2021~~28, 2022 ("~~2021~~2022 Form 10-K").

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update ~~or revise~~ any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

The following discussion should be read in conjunction with our ~~2021~~2022 Form 10-K and the Condensed Consolidated Financial Statements and notes thereto included in Part I, Item 1 of this Form 10-Q. All information presented herein is based on our fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years and the associated quarters, months and periods of those fiscal years.

OVERVIEW

Shake Shack ~~is a~~serves modern, ~~day "roadside" burger stand serving a classic~~fun and elevated versions of American ~~menu of premium~~classics using only the best ingredients. We are known for our made-to-order Angus beef burgers, crispy chicken, ~~hot dogs, crinkle cut fries, shakes, frozen custard,~~hand-spun milkshakes, house-made lemonades, beer, wine, and more. Our fine dining roots and commitment to community building, hospitality and the sourcing of premium ingredients is what we call "fine casual." Fine casual couples the ease, value and convenience of fast casual concepts with the high standards of excellence grounded in our fine dining roots — thoughtful ingredient sourcing and preparation, hospitality and quality.

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Our mission is to Stand For Something Good in all aspects of our business, including the exceptional team we hire and train, the premium ingredients making up our menu, our community engagement and the design of our Shacks. Stand For Something Good is a call to action for all of our stakeholders — our team, guests, communities, suppliers and investors — and we actively invite them all to share in this philosophy with us. This commitment drives our integration into the local communities in which we operate and fosters a deep and lasting connection with our guests.

As of March ~~30, 2022,~~29, 2023, there were ~~382~~449 Shacks in operation system-wide, of which ~~225~~260 were domestic Company-operated Shacks, 2735 were domestic licensed Shacks and ~~130~~154 were international licensed Shacks.

Recent Business Trends

In the first quarter of 2022 with a sharp rise in COVID case counts in January and February, we navigated through more than 160 days of closures and operated with reduced hours, relative to pre-COVID levels, in many Shacks. Fiscal March performance was

~~Shake Shack Inc.~~ ~~Form 10-Q~~ | 25

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materially better than the first two months of the quarter as COVID cases declined and mobility trends in urban and suburban markets recovered. We continue to face inflationary pressures in our business, mainly in labor and commodity inflation. We increased menu price in March to help address these pressures however we expect to see higher inflationary pressures in the coming quarters.

Same-Shack sales for the thirteen weeks ended March ~~30, 2022~~29, 2023 increased 10.3% compared to the same period last year, ~~with urban Shacks increasing 19.5% and suburban Shacks increasing 3.5%. The~~driven by a 5.5% increase in ~~same-Shack sales for the first quarter of 2022 was driven by an 11.6%~~price mix and a 4.8% increase in guest ~~traffic due to an increase in in-Shack dining. However, same-Shack sales decreased 10.5% when~~traffic. Urban Shacks increased 11.8% compared to the ~~fourth quarter of 2021 driven by a decrease~~same period last year, while suburban Shacks increased 9.0%. We saw an acceleration in traffic growth across urban and suburban Shacks ~~in all regions primarily due to the impact of the Omicron variant and a decrease in price mix during~~since the thirteen weeks ended ~~March 30,~~December 28, 2022.

Same-Shack sales represents Shack sales for the comparable Shack base, which is defined as the number of domestic 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. For the purpose of calculating same-Shack sales growth for the thirteen weeks ended March ~~30, 2022,~~29, 2023, Shack sales for ~~164~~186 Shacks were included in the comparable Shack base.

Average weekly sales ~~was~~were $73,000 for the thirteen weeks ended March 29, 2023 compared to $68,000 in the ~~first quarter of 2022 compared to $64,000 in the first quarter of 2021~~same period last year primarily driven by ~~an increase in guest traffic and~~ higher menu ~~prices.~~prices and increased in-Shack traffic. Average weekly sales decreased ~~8.1%~~3.9%, compared to the ~~fourth quarter of 2021~~thirteen weeks ended December 28, 2022 driven by lower ~~sales in both urban and suburban Shacks as a result of the Omicron variant.~~in-Shack traffic.

Shack system-wide sales infor the ~~first quarter of 2022~~thirteen weeks ended March 29, 2023 increased ~~35.6%~~27.5% to ~~$309.5~~$394.7 million ~~versus~~compared to the same period last ~~year. Shack system-wide sales in the first quarter of 2022 decreased 1.5%~~year and increased 8.4% compared to the ~~fourth quarter of 2021 driven by COVID-19 related pressures.~~thirteen weeks ended December 28, 2022.

Digital sales for the thirteen weeks ended March ~~30, 2022 decreased 5.7%~~29, 2023 increased 6.2% to ~~$84.3~~$89.5 million compared to the same period last ~~year. Digital~~year and increased 7.5% compared to the thirteen weeks ended December 28, 2022. Total digital sales includes orders placed on the Shake Shack app, website and third-party delivery platforms, which represented ~~43.1%~~36.7% of Shack sales during the thirteen weeks ended March ~~30, 2022. Digital sales retention was approximately 80% in fiscal March 2022 when compared to fiscal January 2021 when digital sales peaked.~~29, 2023.

Development Highlights

During the first quarter of ~~2022,~~2023, we opened ~~seven~~six new domestic Company-operated Shacks, two new domestic licensed Shacks and ~~four~~five new international licensed Shacks. There were no permanent Shack closures in the first quarter of ~~2022.~~2023.

Location

Type

Opening Date

~~Dallas, TX~~Wuhan, China — ~~NorthPark Center~~MixC

~~Domestic Company-operated~~International Licensed

12/30/2022

Istanbul, Turkey — Bagdat Street

International Licensed

1/~~12/2022~~3/2023

~~Carlsbad, CA — Carlsbad~~

~~Domestic Company-operated~~

~~1/12/2022~~

~~Ridgefield,~~Newark, NJ — ~~Vince Lombardi Service Area~~Newark Liberty International Airport

Domestic Licensed

1/12/~~2022~~2023

~~Shanghai, China~~Ardiya, Kuwait — ~~iAPM~~Al Naser Sport Club

International Licensed

1/~~13/2022~~12/2023

~~Greenwood Village, CO~~London, United Kingdom — ~~Greenwood Village~~

~~Domestic Company-operated~~

~~1/21/2022~~

~~Culver City, CA — Westfield Culver City~~

~~Domestic Company-operated~~

~~1/22/2022~~

~~Beijing, China — Indigo~~Oxford Street

International Licensed

1/~~25/2022~~27/2023

~~Livonia, MI~~Columbus, OH — ~~Livonia~~Dublin

Domestic Company-operated

2/6/2023

Guadalajara, Mexico — The Landmark

International Licensed

2/9/2023

Brooklyn, NY — Bed-Stuy

Domestic Company-operated

2/10/~~2022~~2023

~~Alpharetta, GA~~South Windsor, CT — ~~Alpharetta~~Evergreen Walk

Domestic Company-operated

2/16/~~2022~~2023

~~Dubai, UAE~~Walnut Creek, CA — ~~Dubai Hills~~

~~International Licensed~~

~~2/17/2022~~

~~Nanjing, China — Deiji Plaza~~

~~International Licensed~~

~~2/22/2022~~

~~Orlando, FL — Vineland Pointe~~Walnut Creek

Domestic Company-operated

3/~~24/2022~~5/2023

~~St. Louis, MO~~Rancho Cucamonga, CA — ~~Enterprise Center~~Victoria Gardens

Domestic Company-operated

3/13/2023

Emeryville, CA — Bay Street

Domestic Company-operated

3/16/2023

Clifton Springs, NY — Clifton Springs Travel Plaza

Domestic Licensed

3/~~30/2022~~28/2023

~~26 |~~ Shake Shack Inc.

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RESULTS OF OPERATIONS

The following table summarizes our results of operations for the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021:~~30, 2022:


			Thirteen Weeks Ended										Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022				March 31 2021				(dollar amounts in thousands)		March 29 2023				March 30 2022
Shack sales	Shack sales		$	196,791	96.8	%	$	150,668	97.0	%	Shack sales		$	244,254	96.4	%	$	196,791	96.8	%
Licensing revenue	Licensing revenue		6,600		3.2	%	4,614		3.0	%	Licensing revenue		9,024		3.6	%	6,600		3.2	%
TOTAL REVENUE	TOTAL REVENUE		203,391		100.0	%	155,282		100.0	%	TOTAL REVENUE		253,278		100.0	%	203,391		100.0	%
Shack-level operating expenses(1):	Shack-level operating expenses(1):										Shack-level operating expenses(1):
		Food and paper costs	59,884		30.4	%	44,630		29.6	%		Food and paper costs	71,772		29.4	%	59,884		30.4	%
		Labor and related expenses	60,465		30.7	%	46,382		30.8	%		Labor and related expenses	74,264		30.4	%	60,465		30.7	%
		Other operating expenses	30,237		15.4	%	23,144		15.4	%		Other operating expenses(2)	34,936		14.3	%	30,171		15.3	%
		Occupancy and related expenses	16,276		8.3	%	13,911		9.2	%		Occupancy and related expenses	18,583		7.6	%	16,276		8.3	%
General and administrative expenses(2)	General and administrative expenses(2)		31,320		15.4	%	19,565		12.6	%	General and administrative expenses(2)		31,311		12.4	%	31,386		15.4	%
Depreciation and amortization expense	Depreciation and amortization expense		16,855		8.3	%	13,726		8.8	%	Depreciation and amortization expense		21,322		8.4	%	16,855		8.3	%
Pre-opening costs	Pre-opening costs		2,712		1.3	%	3,576		2.3	%	Pre-opening costs		3,557		1.4	%	2,712		1.3	%
Impairment and loss on disposal of assets	Impairment and loss on disposal of assets		577		0.3	%	369		0.2	%	Impairment and loss on disposal of assets		722		0.3	%	577		0.3	%
TOTAL EXPENSES	TOTAL EXPENSES		218,326		107.3	%	165,303		106.5	%	TOTAL EXPENSES		256,467		101.3	%	218,326		107.3	%
LOSS FROM OPERATIONS	LOSS FROM OPERATIONS		(14,935)		(7.3)	%	(10,021)		(6.5)	%	LOSS FROM OPERATIONS		(3,189)		(1.3)	%	(14,935)		(7.3)	%
Other income (expense), net	Other income (expense), net		(289)		(0.1)	%	31		—	%	Other income (expense), net		2,837		1.1	%	(289)		(0.1)	%
Interest expense	Interest expense		(355)		(0.2)	%	(515)		(0.3)	%	Interest expense		(403)		(0.2)	%	(355)		(0.2)	%
LOSS BEFORE INCOME TAXES	LOSS BEFORE INCOME TAXES		(15,579)		(7.7)	%	(10,505)		(6.8)	%	LOSS BEFORE INCOME TAXES		(755)		(0.3)	%	(15,579)		(7.7)	%
Benefit from income taxes			(4,297)		(2.1)	%	(11,080)		(7.1)	%
NET INCOME (LOSS)			(11,282)		(5.5)	%	575		0.4	%
Income tax expense (benefit)											Income tax expense (benefit)		867		0.3	%	(4,297)		(2.1)	%
NET LOSS											NET LOSS		(1,622)		(0.6)	%	(11,282)		(5.5)	%
Less: Net loss attributable to non-controlling interests	Less: Net loss attributable to non-controlling interests		(1,120)		(0.6)	%	(734)		(0.5)	%	Less: Net loss attributable to non-controlling interests		(88)		—	%	(1,120)		(0.6)	%
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.			$	(10,162)	(5.0)	%	$	1,309	0.8	%
NET LOSS ATTRIBUTABLE TO SHAKE SHACK INC.											NET LOSS ATTRIBUTABLE TO SHAKE SHACK INC.		$	(1,534)	(0.6)	%	$	(10,162)	(5.0)	%

(1)As a percentage of Shack sales.

(2)The Company elected to reclassify certain marketing expenses for prior periods to conform with the presentation for the thirteen weeks ended March 29, 2023. These reclassifications had no effect on previously reported Net Loss. For the thirteen weeks ended March 30, 2022, the Company reclassified $66 from Other operating expenses to General and administrative expenses in the accompanying Condensed Consolidated Financial Statements.

Shack Sales

Shack sales represent the aggregate sales of food, beverages and Shake Shack branded merchandise at our domestic Company-operated Shacks and gift card breakage income. Shack sales in any period are directly influenced by the number of operating weeks in such period and the total number of open Shacks.

Thirteen Weeks Ended
(dollar amounts in thousands) March 30
2022 March 31
2021
Shack sales $ 196,791 $ 150,668
Percentage of total revenue 96.8 % 97.0 %
Dollar change compared to prior year $ 46,123
Percentage change compared to prior year 30.6 %

Shack sales for the thirteen weeks ended March 30, 2022 increased 30.6% to $196.8 million versus the same period last year. The increase in Shack sales was primarily due to the opening of 33 net new domestic Company-operated Shacks between March 31, 2021 and March 30, 2022 which contributed $24.5 million as well as $22.9 million related to increased traffic at both urban and suburban Shacks.


		Thirteen Weeks Ended
(dollar amounts in thousands)		March 29 2023			March 30 2022
Shack sales		$	244,254		$	196,791
	Percentage of total revenue	96.4		%	96.8		%
	Dollar change compared to prior year	$	47,463
	Percentage change compared to prior year	24.1		%

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Shack sales for the thirteen weeks ended March 29, 2023 increased 24.1% to $244.3 million versus the same period last year. The increase was primarily due to the opening of 35 new domestic Company-operated Shacks between March 30, 2022 and March 29, 2023 which contributed $27.5 million as well as increased menu prices which contributed $17.8 million.

Licensing Revenue

Licensing revenue ~~is comprised~~consists of license fees, opening fees for certain licensed Shacks and territory fees. License fees are calculated as a percentage of sales and territory fees are payments for the exclusive right to develop Shacks in a specific geographic area.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Licensing revenue	Licensing revenue		$	6,600		$	4,614		Licensing revenue		$	9,024		$	6,600
		Percentage of total revenue	3.2		%	3.0		%		Percentage of total revenue	3.6		%	3.2		%
		Dollar change compared to prior year	$	1,986						Dollar change compared to prior year	$	2,424
		Percentage change compared to prior year	43.0		%					Percentage change compared to prior year	36.7		%

Licensing revenue for the thirteen weeks ended March ~~30, 2022~~29, 2023 increased ~~43.0%~~36.7% to ~~$6.6~~$9.0 million versus the same period last year. The increase ~~in Licensing revenue~~ was primarily due to the opening of 2832 net new licensed Shacks between March ~~31, 2021~~30, 2022 and March ~~30, 2022~~29, 2023 which contributed ~~$1.3 million. Although we continue~~$1.5 million to ~~see improvement in~~ Licensing revenue, ~~COVID-19 related pressures continue to impact our Asian markets, predominately in China where lockdowns and closures still persist.~~as well as higher sales at existing licensed Shacks, particularly domestic airports.

Food and Paper Costs

Food and paper costs include the direct costs associated with food, beverage and packaging of our menu items. The components of ~~Food~~food and paper costs are variable by nature, ~~change~~changing with sales volume, and are impacted by menu mix, channel mix and fluctuations in commodity costs, as well as geographic scale and proximity.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Food and paper costs	Food and paper costs		$	59,884		$	44,630		Food and paper costs		$	71,772		$	59,884
		Percentage of Shack sales	30.4		%	29.6		%		Percentage of Shack sales	29.4		%	30.4		%
		Dollar change compared to prior year	$	15,254						Dollar change compared to prior year	$	11,888
		Percentage change compared to prior year	34.2		%					Percentage change compared to prior year	19.9		%

Food and paper costs for the thirteen weeks ended March ~~30, 2022~~29, 2023 increased ~~34.2%~~19.9% to ~~$59.9~~$71.8 million versus the same period last year. The increase ~~in Food and paper costs for the thirteen weeks ended March 30, 2022~~ was primarily due to increased sales volume associated with the opening of ~~33 net~~35 new domestic Company-operated Shacks between March ~~31, 2021~~30, 2022 and March ~~30, 2022.~~29, 2023 as well as increased commodity costs, particularly in fries, custard and fryer oil.

As a percentage of Shack sales, the ~~increase~~decrease in Food and paper costs for the thirteen weeks ended March ~~30, 2022~~29, 2023 was primarily driven by ~~increased beef and chicken prices~~menu price increases partially offset by ~~menu price increases.~~increased commodity costs mentioned above.

Labor and Related Expenses

Labor and related expenses include domestic Company-operated Shack-level hourly and management wages, bonuses, payroll taxes, equity-based compensation, workers’ compensation expense and medical benefits. As we expect with other variable expense items, labor costs ~~are likely to~~should grow as our Shack sales grow. Factors that influence labor costs include minimum wage and payroll tax legislation, health care costs, size and location of the Shack and the performance of our domestic Company-operated Shacks.

~~28 |~~ Shake Shack Inc.

Form 10-Q | 27

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			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Labor and related expenses	Labor and related expenses		$	60,465		$	46,382		Labor and related expenses		$	74,264		$	60,465
		Percentage of Shack sales	30.7		%	30.8		%		Percentage of Shack sales	30.4		%	30.7		%
		Dollar change compared to prior year	$	14,083						Dollar change compared to prior year	$	13,799
		Percentage change compared to prior year	30.4		%					Percentage change compared to prior year	22.8		%

Labor and related expenses for the thirteen weeks ended March ~~30, 2022~~29, 2023 increased ~~30.4%~~22.8% to ~~$60.5~~$74.3 million versus the same period last year. The increase ~~in Labor and related expenses~~ was primarily due to the opening of ~~33 net~~35 new domestic Company-operated Shacks between March ~~31, 2021~~30, 2022 and March ~~30, 2022 as well~~29, 2023 and higher ~~investments in~~ wages for the Shack teams.

As a percentage of Shack sales, the decrease in Labor and related expenses for the thirteen weeks ended March ~~30, 2022~~29, 2023 was primarily due to ~~lower payroll tax and benefit expense recognized during the period, nearly~~sales leverage partially offset by ~~an increase in headcount and higher starting~~increased wages ~~for our team members.~~noted above.

Other Operating Expenses

Other operating expenses consist of delivery commissions, Shack-level marketing expenses, repairs and maintenance, utilities and other operating expenses incidental to operating our domestic Company-operated Shacks, such as non-perishable supplies, credit card fees and property insurance.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Other operating expenses	Other operating expenses		$	30,237		$	23,144		Other operating expenses		$	34,936		$	30,171
		Percentage of Shack sales	15.4		%	15.4		%		Percentage of Shack sales	14.3		%	15.3		%
		Dollar change compared to prior year	$	7,093						Dollar change compared to prior year	$	4,765
		Percentage change compared to prior year	30.6		%					Percentage change compared to prior year	15.8		%

Other operating expenses for the thirteen weeks ended March ~~30, 2022~~29, 2023 increased ~~30.6%~~15.8% to ~~$30.2~~$34.9 million versus the same period last year. The increase ~~in Other operating expenses~~ was primarily due to higher facilities costs, ~~associated with~~mainly utilities; increased ~~in-Shack dining, higher~~ transaction and delivery costs associated with higher ~~sales,~~sales; and the opening of ~~33 net~~35 new domestic Company-operated Shacks between March ~~31, 2021~~30, 2022 and March ~~30, 2022.~~29, 2023.

As a percentage of Shack sales, the decrease in Other operating expenses for the thirteen weeks ended March ~~30, 2022~~29, 2023 was ~~flat as~~primarily due to sales leverage ~~associated with the recovery from COVID-19 was~~and lower delivery commissions partially offset by higher ~~facilities costs as noted above.~~utility costs.

Occupancy and Related Expenses

Occupancy and related expenses consist of Shack-level occupancy expenses (including rent, common area expenses and certain local taxes), and exclude occupancy expenses associated with unopened Shacks, which are recorded separately in Pre-opening costs.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Occupancy and related expenses	Occupancy and related expenses		$	16,276		$	13,911		Occupancy and related expenses		$	18,583		$	16,276
		Percentage of Shack sales	8.3		%	9.2		%		Percentage of Shack sales	7.6		%	8.3		%
		Dollar change compared to prior year	$	2,365						Dollar change compared to prior year	$	2,307
		Percentage change compared to prior year	17.0		%					Percentage change compared to prior year	14.2		%

Occupancy and related expenses for the thirteen weeks ended March ~~30, 2022~~29, 2023 increased ~~17.0%~~14.2% to ~~$16.3~~$18.6 million versus the same period last year. The increase ~~in Occupancy and related expenses~~ was primarily due to the opening of ~~33 net~~35 new domestic Company-operated Shacks between March ~~31, 2021~~30, 2022 and March ~~30, 2022.~~29, 2023.

28 | Shake Shack Inc.

Form 10-Q | 29

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As a percentage of Shack sales, the decrease in Occupancy and related expenses for the thirteen weeks ended March ~~30, 2022~~29, 2023 were primarily due to sales ~~leverage associated with the continued recovery from the COVID-19 pandemic.~~leverage.

General and Administrative Expenses

General and administrative expenses consist of costs associated with corporate and administrative functions that support Shack development and operations, as well as equity-based compensation expense.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
General and administrative expenses	General and administrative expenses		$	31,320		$	19,565		General and administrative expenses		$	31,311		$	31,386
		Percentage of Total revenue	15.4		%	12.6		%		Percentage of Total revenue	12.4		%	15.4		%
		Dollar change compared to prior year	$	11,755						Dollar change compared to prior year	$	(75)
		Percentage change compared to prior year	60.1		%					Percentage change compared to prior year	(0.2)		%

General and administrative expenses for the thirteen weeks ended March ~~30, 2022 increased 60.1%~~29, 2023 decreased 0.2% to $31.3 million versus the same period last year. The ~~increase in General and administrative expenses~~decrease was primarily due to a ~~$6.0~~$5.0 million ~~settlement of a~~net decrease in legal ~~matter and $4.0 million related to~~accruals, partially offset by an increase in wages and other team costs as part of our continued investments to support Shack development and digital programs.

As a percentage of Total revenue, the ~~increase~~decrease in General and administrative expenses for the thirteen weeks ended March ~~30, 2022~~29, 2023 was primarily due to the aforementioned items as well as ~~an increase in marketing expenses to support increased digital investments including digital products and performance marketing.~~sales leverage.

Depreciation and Amortization Expense

Depreciation and amortization expense primarily consists of the depreciation of fixed assets, including leasehold improvements and ~~equipment, as well as financing equipment lease assets.~~equipment.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Depreciation and amortization expense	Depreciation and amortization expense		$	16,855		$	13,726		Depreciation and amortization expense		$	21,322		$	16,855
		Percentage of Total revenue	8.3		%	8.8		%		Percentage of Total revenue	8.4		%	8.3		%
		Dollar change compared to prior year	$	3,129						Dollar change compared to prior year	$	4,467
		Percentage change compared to prior year	22.8		%					Percentage change compared to prior year	26.5		%

Depreciation and amortization expense for the thirteen weeks ended March ~~30, 2022~~29, 2023 increased ~~22.8%~~26.5% to ~~$16.9~~$21.3 million versus the same period last year. The increase ~~in Depreciation and amortization expense~~ was predominantly due to incremental depreciation of capital expenditures related to the opening of ~~33 net~~35 new domestic Company-operated Shacks between March ~~31, 2021~~30, 2022 and March ~~30, 2022.~~29, 2023.

As a percentage of Total revenue, the ~~decrease~~increase in Depreciation and amortization expense for the thirteen weeks ended March ~~30, 2022~~29, 2023 was primarily due to ~~sales leverage associated with~~ the ~~recovery from~~aforementioned new Shack openings as well as the ~~COVID-19 pandemic.~~additional depreciation related to technology projects placed into service.

Pre-Opening Costs

Pre-opening costs consist primarily of ~~legal fees, rent, managers' salaries, training costs,~~occupancy, manager and team member ~~payroll and related expenses, costs to relocate and compensate Shack management teams prior to an opening and~~ wages, cookware, travel and lodging costs for our opening training team and other supporting team ~~members.~~members, marketing expenses, legal fees and inventory costs incurred prior to the opening of a Shack. All such costs incurred prior to the opening of a domestic Company-operated Shack are expensed in the period in which the expense was incurred. Pre-opening costs can fluctuate significantly from period to period, based on the number and timing of domestic Company-operated Shack openings and the specific pre-opening costs incurred for each domestic Company-operated Shack. Additionally, domestic Company-operated Shack openings in new geographic ~~market areas~~markets may initially experience higher pre-opening costs than our established

~~30 |~~ ~~Shake Shack Inc.~~ ~~Form 10-Q~~

~~Table of Contents~~

geographic ~~market areas,~~markets, such as the New York City metropolitan area, where we have greater economies of scale and incur lower travel and lodging costs for our training team.

Thirteen Weeks Ended
(dollar amounts in thousands) March 30
2022 March 31
2021
Pre-opening costs $ 2,712 $ 3,576
Percentage of Total revenue 1.3 % 2.3 %
Dollar change compared to prior year $ (864)
Percentage change compared to prior year (24.2) %

Shake Shack Inc.

Form 10-Q | 29

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		Thirteen Weeks Ended
(dollar amounts in thousands)		March 29 2023			March 30 2022
Pre-opening costs		$	3,557		$	2,712
	Percentage of Total revenue	1.4		%	1.3		%
	Dollar change compared to prior year	$	845
	Percentage change compared to prior year	31.2		%

Pre-opening costs for the thirteen weeks ended March ~~30, 2022 decreased 24.2%~~29, 2023 increased 31.2% to ~~$2.7~~$3.6 million versus the same period last year. The ~~decrease~~increase in Pre-opening costs was due to the ~~lower number of new domestic Company-operated Shacks opened during the current period compared~~increased occupancy expense primarily related to the ~~prior-year period.~~timing of Shack openings throughout the year and increased wages for our Shack teams, partially offset by a decrease in travel related costs.

Impairment and Loss on Disposal of Assets

Impairment and loss on disposal of assets ~~include~~consist of impairment charges related to our long-lived assets, which includes property and equipment, as well as operating and finance lease assets. Additionally, Impairment and loss on disposal of assets includes the net book value of assets that have been retired ~~and~~which primarily consists ~~primarily~~ of furniture, equipment and fixtures that were replaced in the normal course of business.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Impairment and loss on disposal of assets	Impairment and loss on disposal of assets		$	577		$	369		Impairment and loss on disposal of assets		$	722		$	577
		Percentage of Total revenue	0.3		%	0.2		%		Percentage of Total revenue	0.3		%	0.3		%
		Dollar change compared to prior year	$	208						Dollar change compared to prior year	$	145
		Percentage change compared to prior year	56.4		%					Percentage change compared to prior year	25.1		%

Impairment and loss on disposal of assets for the thirteen weeks ended March ~~30, 2022~~29, 2023 increased ~~56.4%~~25.1% to ~~$0.6~~$0.7 million versus the same period last year. The increase in Impairment and loss on disposal of assets was primarily due to the number of Shacks maturing in our base.

Other Income (Expense), Net

Other income (expense), net consists of interest income, adjustments to liabilities under our ~~Tax Receivable Agreement,~~tax receivable agreement, dividend ~~income, interest~~ income, and net unrealized and realized gains and losses from ~~the sale of~~ marketable securities.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Other income (expense), net	Other income (expense), net		$	(289)		$	31		Other income (expense), net		$	2,837		$	(289)
		Percentage of Total revenue	(0.1)		%	—		%		Percentage of Total revenue	1.1		%	(0.1)		%
		Dollar change compared to prior year	$	(320)						Dollar change compared to prior year	$	3,126
		Percentage change compared to prior year	(1,032.3)		%					Percentage change compared to prior year	(1,081.7)		%

Other income (expense), net for the thirteen weeks ended March ~~30, 2022 decreased~~29, 2023 increased to ~~$(0.3)~~$2.8 million versus the same period last year. The ~~decrease in Other income (expense), net~~increase was primarily due to ~~unrealized losses related to our investments in marketable securities more than offsetting the~~an increase in dividend income ~~for the period.~~of $2.7 million related to an increase in interest rates.

Interest Expense

Interest expense ~~primarily~~generally consists of interest ~~and fees~~ on the current portion of our ~~Revolving Credit Facility,~~liabilities under the Tax Receivable Agreement, imputed interest related to our financing equipment leases, amortization of deferred financing costs, interest and ~~interest~~fees on ~~the current portion~~our Revolving Credit Facility and amortization of ~~our liabilities under the Tax Receivable Agreement.~~debt issuance costs.

30 | Shake Shack Inc.

Form 10-Q | 31

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			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Interest expense	Interest expense		$	(355)		$	(515)		Interest expense		$	(403)		$	(355)
		Percentage of Total revenue	(0.2)		%	(0.3)		%		Percentage of Total revenue	(0.2)		%	(0.2)		%
		Dollar change compared to prior year	$	160						Dollar change compared to prior year	$	(48)
		Percentage change compared to prior year	(31.1)		%					Percentage change compared to prior year	13.5		%

Interest expense for the thirteen weeks ended March ~~30, 2022 decreased 31.1%~~29, 2023 increased 13.5% to $0.4 million versus the same period last year. The ~~decrease~~increase in Interest expense was primarily due to ~~the write-off of previously capitalized costs of $0.3 million associated with the amendment of our Revolving Credit Facility during the thirteen weeks ended March 31, 2021, partially offset by~~ an increase in ~~amortization expense related to the discount and debt issuance costs on our Convertible Notes during the thirteen weeks ended March 30, 2022.~~various assessment charges.

~~Benefit from~~ Income ~~Taxes~~Tax Expense (Benefit)

We are the sole managing member of SSE Holdings, and as a result, consolidate the financial results of SSE Holdings. SSE Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, SSE Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of SSE Holdings, as well as any stand-alone income or loss generated by ~~Shake Shack Inc.~~us. We are also subject to withholding taxes in foreign jurisdictions.


			Thirteen Weeks Ended								Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022			March 31 2021			(dollar amounts in thousands)		March 29 2023			March 30 2022
Benefit from income taxes			$	(4,297)		$	(11,080)
Income tax expense (benefit)									Income tax expense (benefit)		$	867		$	(4,297)
		Percentage of Total revenue	(2.1)		%	(7.1)		%		Percentage of Total revenue	0.3		%	(2.1)		%
		Dollar change compared to prior year	$	6,783						Dollar change compared to prior year	$	5,164
		Percentage change compared to prior year	(61.2)		%					Percentage change compared to prior year	(120.2)		%

Our effective income tax rates for the thirteen weeks ended March 29, 2023 and March 30, 2022 were (114.8)% and ~~March 31, 2021 were~~ 27.6% ~~and 105.5%~~, respectively. The decrease was primarily driven by a decrease in ~~windfall benefits associated with equity-based compensation resulting~~pre-tax book loss, a decrease in ~~the accrual of a~~discrete tax expense related to foreign withholding tax and valuation allowance, ~~in our investment in the partnership as well as higher foreign tax expense, partly~~partially offset by an increase in ~~pre-tax loss and higher~~ tax credits. Additionally, an increase in ~~our~~the Company's ownership interest in SSE Holdings increases ~~our~~its share of the taxable income (loss) of SSE Holdings. Our weighted average ownership interest in SSE Holdings was ~~93.1%~~93.2% and ~~93.0%~~93.1% for the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021,~~30, 2022, respectively.

Net Loss Attributable to ~~Non-Controlling~~Non-controlling Interests

We are the sole managing member of SSE Holdings and have the sole voting power in, and control the management of, SSE Holdings. Accordingly, we consolidate the financial results of SSE Holdings and report a non-controlling interest on our Condensed Consolidated Statements of ~~Income (Loss),~~Loss, representing the portion of ~~Net~~net income (loss) attributable to the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income to Shake Shack Inc. and the non-controlling interest holders.


		Thirteen Weeks Ended
(dollar amounts in thousands)		March 29 2023			March 30 2022
Net loss attributable to non-controlling interests		$	(88)		$	(1,120)
	Percentage of Total revenue	—		%	(0.6)		%

~~32 |~~

Shake Shack Inc.

Form 10-Q | 31

Table of Contents

Thirteen Weeks Ended
(dollar amounts in thousands) March 30
2022 March 31
2021
Net loss attributable to non-controlling interests $ (1,120) $ (734)
Percentage of Total revenue (0.6) % (0.5) %

Net loss attributable to non-controlling interests for the thirteen weeks ended March ~~30, 2022 increased~~29, 2023 decreased to ~~$1.1~~$0.1 million from ~~$0.7~~$1.1 million in the same period last year. The ~~increase in Net loss attributable to non-controlling interests~~decrease for the thirteen weeks ended March ~~30, 2022~~29, 2023 was primarily due to ~~a decrease in~~improved net results compared to the same period last year, partially offset by a decrease in the non-controlling interest holders' weighted average ownership, which was ~~6.9%~~6.8% and ~~7.0%~~6.9% for the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021,~~30, 2022, respectively.

NON-GAAP FINANCIAL MEASURES

To supplement the Condensed Consolidated Financial Statements, which are prepared and presented in accordance with ~~U.S. GAAP,~~accounting principles generally accepted in the United States of America ("GAAP"), we use the following non-GAAP financial measures: Shack-level operating profit, Shack-level operating 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").

Shack-Level Operating Profit

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, Shack-level operating profit and Shack-level operating profit margin are supplemental measures of operating performance that we believe are useful measures to evaluate the performance and profitability of our Shacks. Additionally, Shack-level operating profit and Shack-level operating profit margin are key metrics used internally by our management to develop ~~our~~ internal budgets and forecasts, as well as assess the performance of our Shacks relative to budget and against prior periods. It is also used to evaluate ~~employee~~team member compensation as it serves as a metric in certain of our performance-based ~~employee~~team member bonus arrangements. We believe presentation of Shack-level operating profit and Shack-level operating profit margin provides investors with a supplemental view of our operating performance that can provide meaningful insights to the underlying operating performance of ~~the~~our Shacks, as these measures depict the operating results that are directly impacted by ~~the~~our Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of ~~the~~our Shacks. It may also assist investors to evaluate ~~the~~our Company's performance relative to peers of various sizes and maturities and provides greater transparency with respect to how our management evaluates ~~the~~our business, as well as ~~the~~our financial and operational decision-making.

Limitations of the Usefulness of this Measure

Shack-level operating profit and Shack-level operating profit margin may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Shack-level operating profit and Shack-level operating 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. Shack-level operating 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~~our Shacks. Therefore, this measure may not provide a complete understanding of the ~~Company's~~ operating results of our Company as a whole and Shack-level operating profit and Shack-level operating profit margin should be reviewed in conjunction with ~~the Company's~~our GAAP financial results.

A reconciliation of Shack-level operating profit to Loss from Operations, the most directly comparable GAAP financial measure, is as follows.

32 | Shake Shack Inc.

Form 10-Q | 33

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~~A reconciliation of Shack-level operating profit to Loss from operations, the most directly comparable GAAP financial measure, is set forth below.~~


			Thirteen Weeks Ended						Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)		March 30 2022		March 31 2021		(dollar amounts in thousands)		March 29 2023		March 30 2022
Loss from operations	Loss from operations		$	(14,935)	$	(10,021)	Loss from operations		$	(3,189)	$	(14,935)
Less:	Less:						Less:
		Licensing revenue	6,600		4,614			Licensing revenue	9,024		6,600
Add:	Add:						Add:
		General and administrative expenses	31,320		19,565			General and administrative expenses(1)	31,311		31,386
		Depreciation and amortization expense	16,855		13,726			Depreciation and amortization expense	21,322		16,855
		Pre-opening costs	2,712		3,576			Pre-opening costs	3,557		2,712
		Impairment and loss on disposal of assets	577		369			Impairment and loss on disposal of assets	722		577
Shack-level operating profit	Shack-level operating profit		$	29,929	$	22,601	Shack-level operating profit		$	44,699	$	29,995

Total revenue	Total revenue		$	203,391	$	155,282	Total revenue		$	253,278	$	203,391
Less: Licensing revenue	Less: Licensing revenue		6,600		4,614		Less: Licensing revenue		9,024		6,600
Shack sales	Shack sales		$	196,791	$	150,668	Shack sales		$	244,254	$	196,791

Shack-level operating profit margin(1,2)			15.2 %		15.0 %
Shack-level operating profit margin(2,3)							Shack-level operating profit margin(2,3)		18.3 %		15.2 %

(1)~~As a percentage of Shack sales.~~The Company has elected to reclassify certain marketing expenses from Other operating expenses to General and administrative expenses in the accompanying Condensed Consolidated Financial Statements for prior periods to be comparable with the classification for the thirteen weeks ended March 29, 2023.

(2)For the thirteen weeks ended March 30, 2022, Shack-level operating profit margin includes ~~the~~a $1,281 cumulative catch-up adjustment for gift card breakage income, recognized in Shack sales. ~~The benefit from the cumulative catch-up resulted in~~

(3)As a ~~0.5% increase to Shack-level operating profit margin.~~percentage of Shack sales.

EBITDA and Adjusted EBITDA

EBITDA is defined as Net ~~income (loss)~~loss before ~~interest~~Interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA (as defined above) excluding equity-based compensation expense, ~~deferred lease cost,~~ Impairment and loss on ~~the~~ disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that we do not believe directly reflect ~~the~~our core operations and may not be indicative of ~~the Company's~~our recurring business operations.

During the thirteen weeks ended March 29, 2023, the Company revised its definition of Adjusted EBITDA to exclude deferred lease costs and executive transition costs as adjustments to the measure. The Company believes excluding both of these items improves the usefulness of Adjusted EBITDA as these items are characteristic of the Company’s ongoing operations and such presentation is consistent with other companies in the restaurant industry. Previously reported periods have been revised to conform to the current period presentation.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, EBITDA and adjusted EBITDA are supplemental measures of operating performance that we believe are useful measures to facilitate comparisons to historical performance and competitors' operating results. Adjusted EBITDA is a key metric used internally by our management to develop internal budgets and forecasts and also serves as a metric in our performance-based equity incentive programs and certain of our bonus arrangements. We believe presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of ~~its~~our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.

Shake Shack Inc.

Form 10-Q | 33

Table of Contents

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 our performance and should be reviewed in conjunction with ~~the~~our GAAP financial measures.

~~34 |~~ ~~Shake Shack Inc.~~ ~~Form 10-Q~~

~~Table of Contents~~

A reconciliation of EBITDA and adjusted EBITDA to Net ~~income (loss),~~loss, the most directly comparable GAAP measure, ~~are set forth below.~~is as follows.


		Thirteen Weeks Ended					Thirteen Weeks Ended
(dollar amounts in thousands)	(dollar amounts in thousands)	March 30 2022		March 31 2021		(dollar amounts in thousands)	March 29 2023		March 30 2022
Net income (loss)		$	(11,282)	$	575
Net loss						Net loss	$	(1,622)	$	(11,282)
Depreciation and amortization expense	Depreciation and amortization expense	16,855		13,726		Depreciation and amortization expense	21,322		16,855
Interest expense, net	Interest expense, net	355		515		Interest expense, net	403		355
Benefit from income taxes		(4,297)		(11,080)
Income tax expense (benefit)						Income tax expense (benefit)	867		(4,297)
EBITDA	EBITDA	$	1,631	$	3,736	EBITDA	$	20,970	$	1,631

Equity-based compensation	Equity-based compensation	3,188		1,681		Equity-based compensation	3,802		3,188
Amortization of cloud-based software implementation costs	Amortization of cloud-based software implementation costs	332		313		Amortization of cloud-based software implementation costs	439		332
Deferred lease costs(1)		(877)		204
Impairment and loss on disposal of assets	Impairment and loss on disposal of assets	577		369		Impairment and loss on disposal of assets	722		577
Debt offering related costs(2)		—		236
Legal settlement		6,000		595

Legal settlements						Legal settlements	1,004		6,000
Gift card breakage cumulative catch-up adjustment	Gift card breakage cumulative catch-up adjustment	(1,281)		—		Gift card breakage cumulative catch-up adjustment	—		(1,281)

Other(1)						Other(1)	628		—
ADJUSTED EBITDA	ADJUSTED EBITDA	$	9,570	$	7,134	ADJUSTED EBITDA	$	27,565	$	10,447

Adjusted EBITDA margin(3)		4.7 %		4.6 %
Adjusted EBITDA margin(2)						Adjusted EBITDA margin(2)	10.9 %		5.1 %

(1)~~Reflects the extent~~Related to ~~which lease expense is greater than or less than contractual fixed base rent.~~professional fees for a non-recurring matter.

(2)~~Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees. Refer to Note 6, Debt, for additional information.~~

~~(3)~~Calculated as a percentage of Total revenue, which was ~~$203.4~~$253.3 million and ~~$155.3~~$203.4 million for the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021,~~30, 2022, respectively.

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)~~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 we ~~don't~~do not believe are directly ~~reflect~~related to our core operations and may not be indicative of our recurring business operations. Adjusted pro forma earnings per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income (loss) by the ~~weighted-average~~weighted average shares of Class A common stock outstanding, assuming the full exchange of all outstanding LLC Interests, after giving effect to ~~any~~the dilutive ~~securities such as~~effect of outstanding equity-based awards.

During the thirteen weeks ended March 29, 2023, the Company revised its definition of Adjusted Pro Forma Net Income to exclude executive transition costs as an adjustment to the measure. Previously reported periods have been revised to conform to the current period presentation. See "EBITDA and Adjusted EBITDA" above for additional information.

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 we believe are useful measures to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all outstanding LLC Interests, we believe 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)

34 | Shake Shack Inc.

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attributable to Shake Shack Inc. driven by increases in our ownership of SSE Holdings, which are unrelated to our operating performance, and excludes items that are non-recurring or may not be indicative of our 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 ~~are not necessarily comparable to~~may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of

~~Shake Shack Inc.~~ ~~Form 10-Q~~ | 35

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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)~~loss and ~~earnings (loss)~~loss per share, as determined under GAAP. While these measures are useful in evaluating our performance, ~~it does~~they do not account for the earnings attributable to the non-controlling interest holders and therefore ~~does~~do not provide a complete understanding of the Net ~~income (loss)~~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 our GAAP financial results. A reconciliation of adjusted pro forma net income to Net ~~income (loss)~~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 Ended							Thirteen Weeks Ended
(in thousands, except per share amounts)	(in thousands, except per share amounts)			March 30 2022		March 31 2021		(in thousands, except per share amounts)			March 29 2023		March 30 2022
Numerator:	Numerator:							Numerator:
		Net income (loss) attributable to Shake Shack Inc		$	(10,162)	$	1,309		Net loss attributable to Shake Shack Inc		$	(1,534)	$	(10,162)
		Adjustments:							Adjustments:
			Reallocation of net loss attributable to non-controlling interests from the assumed exchange of LLC Interests(1)	(1,120)		(734)				Reallocation of Net loss attributable to non-controlling interests from the assumed exchange of LLC Interests(1)	(88)		(1,120)

			Legal settlement	6,000		595				Legal settlements	1,004		6,000
			Debt offering related costs(2)	—		236
			Revolving Credit Facility amendments related costs(3)	—		323

										Gift card breakage cumulative catch-up adjustment	—		(1,281)
			Gift card breakage cumulative catch-up adjustment	(1,281)		—				Other(2)	628		—
			Impact to income tax benefit(4)	(1,595)		24				Tax impact of above adjustments(3)	(300)		(1,595)
Adjusted pro forma net income (loss)				$	(8,158)	$	1,753
Adjusted pro forma net loss								Adjusted pro forma net loss			$	(290)	$	(8,158)

Denominator:	Denominator:							Denominator:
		Weighted-average shares of Class A common stock outstanding—diluted		39,163		42,789			Weighted-average shares of Class A common stock outstanding—diluted		39,332		39,163
		Adjustments:							Adjustments:
			Assumed exchange of LLC Interests for shares of Class A common stock(1)	2,920		—				Assumed exchange of LLC Interests for shares of Class A common stock(1)	2,852		2,920
		Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted		42,083		42,789			Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted		42,184		42,083

Adjusted pro forma earnings (loss) per fully exchanged share—diluted				$	(0.19)	$	0.04
Adjusted pro forma loss per fully exchanged share—diluted								Adjusted pro forma loss per fully exchanged share—diluted			$	(0.01)	$	(0.19)

Thirteen Weeks Ended
March 30
2022 March 31
2021
Earnings (loss) per share of Class A common stock—diluted $ (0.26) $ 0.01
Assumed exchange of LLC Interests for shares of Class A common stock(1)
(0.01) —
Non-GAAP adjustments(5)
0.08 0.03
Adjusted pro forma earnings (loss) per fully exchanged share—diluted $ (0.19) $ 0.04


		Thirteen Weeks Ended
		March 29 2023		March 30 2022
Loss per share of Class A common stock—diluted		$	(0.04)	$	(0.26)
	Assumed exchange of LLC Interests for shares of Class A common stock(1)	—		(0.01)
	Non-GAAP adjustments(4)	0.03		0.08
Adjusted pro forma loss per fully exchanged share—diluted		$	(0.01)	$	(0.19)

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(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 (loss)~~loss attributable to non-controlling interests.

(2)~~Costs incurred in connection with the Company’s Convertible Notes, issued in March 2021, including consulting and advisory fees. Refer~~Related to ~~Note 6, Debt,~~professional fees for ~~additional information.~~a non-recurring matter.

(3)Expense incurred in connection with the Company's amendments on the Revolving Credit Facility, including the write-off of previously capitalized costs on the Revolving Credit Facility. Refer to Note 6, Debt, for additional information.

~~(4)~~Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of ~~24.9%~~133.1% and ~~118.8%~~24.9% for the thirteen weeks ended March ~~30, 2022~~29, 2023 and March ~~31, 2021,~~30, 2022, 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.

~~(5)~~(4)Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted Pro Forma Net ~~Income (Loss)~~Loss above for ~~further details.~~additional information.

~~36 |~~ ~~Shake Shack Inc.~~ ~~Form 10-Q~~

~~Table of Contents~~

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand, ~~short-term investments~~ and availability under our Revolving Credit Facility. As of March 29, 2023, we maintained a Cash and cash equivalents balance of $293.4 million. In March 2021, we issued 0% Convertible Senior Notes (“Convertible Notes”), and received $243.8 million of proceeds, net of discounts. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.

~~As of March 30, 2022, we maintained a Cash and cash equivalents balance of $279.3 million and a short-term investments balance of $79.7 million within Marketable securities.~~

On June 7, 2021, we filed a Registration Statement on Form S-3 with the SEC which permits us to issue a combination of securities described in the prospectus in one or more offerings from time to time. To date, we have not experienced difficulty accessing the capital markets; however, future volatility in the capital markets may affect our ability to access those markets or increase the costs associated with issuing debt or equity instruments.

Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs. Our requirements for working capital are generally not significant because our guests pay for their food and beverage purchases in cash or on debit or credit cards at the time of the sale and we are able to sell many of our inventory items before payment is due to the supplier of such items. Our ongoing capital expenditures are principally related to opening new Shacks, existing Shack capital investments (both for remodels and maintenance), as well as investments in our corporate technology infrastructure to support our home office, Shake Shack locations, and digital strategy.

In addition, we are obligated to make payments to certain members of SSE Holdings under the Tax Receivable Agreement. As of March ~~30, 2022,~~29, 2023, such obligations totaled ~~$234.3~~$235.4 million. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then we would not be required to make the related ~~TRA Payments.~~payments under the Tax Receivable Agreement. Although the amount of any payments that must be made under the Tax Receivable Agreement may be significant, the timing of these payments will vary and will generally be limited to one payment per member per year. The amount of such payments are also limited to the extent we utilize the related deferred tax assets. The payments that we are required to make will generally reduce the amount of overall cash flow that might have otherwise been available to us or to SSE Holdings, but we expect the cash tax savings we will realize from the utilization of the related deferred tax assets to fund the required payments.

We believe our existing cash and ~~marketable securities~~cash equivalents balances and cash from operations will be sufficient to fund our operating and finance lease obligations, capital expenditures, Tax Receivable Agreement obligations and working capital needs for at least the next 12 months and the foreseeable future.

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Summary of Cash Flows

The following table presents a summary of our cash flows from operating, investing and financing activities.

Thirteen Weeks Ended
(in thousands) March 30
2022 March 31
2021
Net cash provided by operating activities $ 7,969 $ 9,951
Net cash used in investing activities (28,051) (27,228)
Net cash provided by (used in) financing activities (3,073) 245,403
Net increase (decrease) in Cash and cash equivalents (23,155) 228,126
Cash and cash equivalents at beginning of period 302,406 146,873
Cash and cash equivalents at end of period $ 279,251 $ 374,999

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	Thirteen Weeks Ended
(in thousands)	March 29 2023		March 30 2022
Net cash provided by operating activities	$	19,820	$	7,970
Net cash provided by (used in) investing activities	46,462		(28,051)
Net cash used in financing activities	(3,369)		(3,073)
Net increase (decrease) in Cash and cash equivalents	62,909		(23,155)
Cash and cash equivalents at beginning of period	230,521		302,406
Cash and cash equivalents at end of period	$	293,430	$	279,251

Operating Activities

For the thirteen weeks ended March ~~30, 2022,~~29, 2023, net cash provided by operating activities was ~~$8.0~~$19.8 million compared to ~~$10.0~~$8.0 million for the thirteen weeks ended March ~~31, 2021, a decrease~~30, 2022, an increase of ~~$2.0~~$11.9 million. The ~~decrease~~increase was primarily ~~due to~~driven by a $13.2 million improvement in net ~~loss of $11.3 million and~~results after excluding non-cash charges, partially offset by changes in working capital ~~partially offset by~~of $1.3 million, when compared to the ~~impact of non-cash charges of $13.7 million.~~same prior year period. The changes in working capital ~~were primarily driven by~~included an increase in payments on lease liabilities ~~related to the settlement of a legal matter~~ partially offset by a decrease in the ~~settlement~~timing and payments related to accruals of ~~payables.~~legal settlements.

Investing Activities

For the thirteen weeks ended March ~~30, 2022,~~29, 2023, net cash provided by investing activities was $46.5 million compared to net cash used in investing activities ~~was~~of $28.1 ~~million compared to $27.2~~ million for the thirteen weeks ended March ~~31, 2021,~~30, 2022, an increase of ~~$0.9~~$74.6 million. This increase was primarily due to an increase in sales of ~~$4.8~~marketable securities of $81.5 million partially offset by an increase of $6.3 million in capital expenditures to support our real estate development ~~and~~as well as to support our digital ~~initiatives partially offset by a decrease in purchases of marketable securities of $4.0 million.~~initiatives.

Financing Activities

For the thirteen weeks ended March ~~30, 2022,~~29, 2023, net cash used in financing activities was ~~$3.1~~$3.4 million compared to ~~net cash provided by financing activities of $245.4~~$3.1 million for the thirteen weeks ended March ~~31, 2021, a decrease~~30, 2022, an increase of ~~$248.5~~$0.3 million. This ~~decrease~~increase was primarily due to ~~$243.8 million~~an increase in ~~net cash proceeds from~~withholding taxes related to the ~~issuance~~vesting of ~~the Convertible Notes, net of discount and $6.4 million~~equity awards partially offset by a decrease in ~~net cash proceeds from the issuance of Class A common stock during the thirteen weeks ended March 31, 2021.~~distributions paid to non-controlling interest holders.

Convertible Notes

In March 2021, we issued $250.0 million aggregate principal amount of 0% Convertible Senior Notes due 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, we pay or deliver, 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 our election. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.

Revolving Credit Facility

In August 2019, we entered into a Revolving Credit Facility, which matures in March 2026 and permits borrowings up to $50.0 million, with the ability to increase available borrowings up to an additional $100.0 million, subject to satisfaction of certain conditions. The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15.0 million.

Under the Revolving Credit Facility, ~~we are required to maintain minimum liquidity of $25.0 million beginning in July 2022, and~~ outstanding borrowings bear interest at either: (i) LIBOR, or the Secured Overnight Financing Rate upon the discontinuance or unavailability of LIBOR, plus a percentage ranging from 1.0% to 2.5% or (ii) the base rate plus a percentage ranging from 0.0% to 1.5%, in each case depending on our net lease adjusted leverage ratio. As of March 29, 2023, no amounts were outstanding under the Revolving Credit Facility.

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The obligations under the Revolving Credit Facility are secured by a first-priority security interest in substantially all of the assets of SSE Holdings and the guarantors. The obligations under the Revolving Credit Facility are guaranteed by each of SSE Holdings' direct and indirect subsidiaries, with certain exceptions.

The Revolving Credit Facility requires us to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, as well as other customary affirmative and negative covenants. As of March ~~30, 2022,~~29, 2023, we were in compliance with all covenants.

Contractual Obligations

~~38 |~~ ~~Shake Shack Inc.~~ ~~Form 10-Q~~

Material contractual obligations arising in the normal course of business primarily consist of operating and finance lease obligations, long-term debt, liabilities under Tax Receivable Agreement and purchase obligations. The timing and nature of these commitments are expected to have an impact on our liquidity and capital requirements in future periods. Refer to Note 6, Debt and Note 7, Leases, in the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1 for additional information relating to our long-term debt and operating and financing leases.

~~Table~~Liabilities under Tax Receivable Agreement include amounts to be paid to the non-controlling interest holders, assuming we will have sufficient taxable income over the term of ~~Contents~~the Tax Receivable Agreement to utilize the related tax benefits. Refer to Note 10, Income Taxes, and Note 13, Commitments and Contingencies, in the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1, for additional information relating to our Tax Receivable Agreement and related liabilities.

Purchase obligations include all legally binding contracts, including commitments for the purchase, construction or remodeling of real estate and facilities, firm minimum commitments for inventory purchases, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. The majority of our purchase obligations are due within the next 12 months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our consolidated financial condition and results of operations is based upon the accompanying Condensed Consolidated Financial Statements and notes thereto, which have been prepared in accordance with GAAP. The preparation of the Condensed Consolidated Financial Statements requires us to make estimates, judgments and assumptions, which we believe to be reasonable, based on the information available. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Variances in the estimates or assumptions used to actual experience could yield materially different accounting results. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate under the facts and circumstances. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December ~~29, 2021.~~28, 2022.

Recently Issued Accounting Pronouncements

Refer to Note 2, Summary of Significant Accounting Policies under Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our exposure to market risks as described in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December ~~29, 2021.~~28, 2022.

Item 4. Controls and Procedures.

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DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal control over financial reporting that occurred during the quarter ended March ~~30, 2022~~29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Form 10-Q | 39

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The information required by this Item is incorporated by reference to Part I, Item 1, Note 13, Commitments and Contingencies.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December ~~29, 2021.~~28, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

40 | Shake Shack Inc.

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Item 6. Exhibits.

Exhibit

Number

Incorporated by Reference

Filed
Herewith

Exhibit Description

Form

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of Shake Shack Inc., effective February 4, 2015

8-K

3.1

2/10/2015

3.2

Second Amended and Restated Bylaws of Shack Shake Inc., dated October 1, 2019

8-K

3.1

10/4/2019

4.1

Form of Class A Common Stock Certificate

S-1/A

4.1

1/28/2015

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

# Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Shake Shack Inc.
	(Registrant)

Date: May ~~6, 2022~~5, 2023	By:	/s/ Randy Garutti
		Randy Garutti
		Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)

Date: May ~~6, 2022~~5, 2023	By:	/s/ Katherine I. Fogertey
		Katherine I. Fogertey
		Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

42 | Shake Shack Inc.

Form 10-Q


Cautionary Note Regarding Forward-Looking Information			1

Part I			2
	Item 1.	Financial Statements (Unaudited)	2
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2524
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3938
	Item 4.	Controls and Procedures	3938

Part II			40
	Item 1.	Legal Proceedings	40
	Item 1A.	Risk Factors	40
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
	Item 3.	Defaults Upon Senior Securities	40
	Item 4.	Mine Safety Disclosures	40
	Item 5.	Other Information	40
	Item 6.	Exhibits	41

SIGNATURES			42


		Page
Note 1	Nature of Operations	9
Note 2	Summary of Significant Accounting Policies	9
Note 3	Revenue	10
Note 4	Fair Value Measurements	11
Note 5	Supplemental Balance Sheet Information	12
Note 6	Debt	13
Note 7	Leases	14
Note 8	Non-Controlling Interests	17
Note 9	Equity-Based Compensation	18
Note 10	Income Taxes	19
Note 11	Earnings (Loss) Per Share	20
Note 12	Supplemental Cash Flow Information	2221
Note 13	Commitments and Contingencies	2221
Note 14	Related Party Transactions	2322


	March 30 2022		December 29 2021
2021 Convertible Notes	$	250,000	$	250,000
Discount and debt issuance costs, net of amortization	6,196		6,458
Total Long-term debt	$	243,804	$	243,542