Shake Shack Inc. - Quarter Report: 2020 June (Form 10-Q)

Table of Contents

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 June 24, 2020


☐			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 if 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 and posted pursuant to Rule-405 of Regulation S-T 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 July 22, 2020, there were 38,237,019 shares of Class A common stock outstanding and 3,117,002 shares of Class B common stock outstanding.

SHAKE SHACK INC.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Information

Part I

Item 1.

Financial Statements (Unaudited)

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

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, including risks related to the COVID-19 outbreak, uncertainties and other important factors that may cause actual results to be materially different. All statements other than statements of historical fact are forward-looking statements. Many of the forward-looking statements are located in Part I, Item 2 of this Form 10-Q under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." 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," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.

While we believe that our assumptions are reasonable, it is very difficult to predict the impact of known factors, and it is impossible to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 25, 2019 filed with the U.S. Securities and Exchange Commission (the "SEC") under the heading "Risk Factors" and in Part II, Item 1A of this Quarterly Report on Form 10-Q for the quarterly period ended June 24, 2020.

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.

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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			8
Notes to Condensed Consolidated Financial Statements			9

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)


		June 24 2020			December 25 2019
ASSETS
Current assets:
	Cash and cash equivalents		$	173,984			$	37,099
	Marketable securities		16,833				36,508
	Accounts receivable		8,291				9,970
	Inventories, net		2,346				2,221
	Prepaid expenses and other current assets		2,622				1,877
	Total current assets		204,076				87,675
Property and equipment, net					322,162				314,862
Operating lease assets					298,602				274,426
Deferred income taxes, net					286,887				279,817
Other assets					12,208				11,488
TOTAL ASSETS					$	1,123,935			$	968,268
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

	Accounts payable		$	20,735			$	14,300
	Accrued expenses		19,807				24,140
	Accrued wages and related liabilities		7,649				11,451
	Operating lease liabilities, current		37,082				30,002
	Other current liabilities		11,400				19,499
	Total current liabilities		96,673				99,392





Long-term operating lease liabilities					332,751				304,914
Liabilities under tax receivable agreement, net of current portion					228,096				226,649
Other long-term liabilities					15,130				15,328
Total liabilities					672,650				646,283
Commitments and contingencies (Note 15)
Stockholders' equity:

	Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of June 24, 2020 and December 25, 2019.		—				—
	Class A common stock, $0.001 par value—200,000,000 shares authorized; 38,236,538 and 34,417,302 shares issued and outstanding as of June 24, 2020 and December 25, 2019, respectively.		38				35
	Class B common stock, $0.001 par value—35,000,000 shares authorized; 3,117,002 and 3,145,197 shares issued and outstanding as of June 24, 2020 and December 25, 2019, respectively.		3				3
	Additional paid-in capital		384,338				244,410
	Retained earnings		37,196				54,367
	Accumulated other comprehensive income		3				2
	Total stockholders' equity attributable to Shake Shack Inc.		421,578				298,817
Non-controlling interests					29,707				23,168
Total equity					451,285				321,985
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY					$	1,123,935			$	968,268

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share amounts)


		Thirteen Weeks Ended											Twenty-Six Weeks Ended
		June 24 2020			June 26 2019				June 24 2020				June 26 2019
Shack sales					$	89,519			$	147,876			$	227,567			$	276,445
Licensing revenue					2,267				4,837				7,389				8,877
TOTAL REVENUE					91,786				152,713				234,956				285,322
Shack-level operating expenses:
	Food and paper costs		30,027				42,899				69,591				80,890
	Labor and related expenses		30,933				40,197				72,699				77,290
	Other operating expenses		14,304				16,755				32,083				32,323
	Occupancy and related expenses		12,323				11,873				24,881				22,772
General and administrative expenses					14,017				15,393				30,208				29,330
Depreciation expense					12,089				9,799				23,857				18,765
Pre-opening costs					1,734				3,549				3,977				6,191
Impairment and loss on disposal of assets					434				377				2,522				728
TOTAL EXPENSES					115,861				140,842				259,818				268,289
OPERATING INCOME (LOSS)					(24,075)				11,871				(24,862)				17,033
Other income (loss), net					394				447				301				1,011
Interest expense					(442)				(97)				(554)				(169)
INCOME (LOSS) BEFORE INCOME TAXES					(24,123)				12,221				(25,115)				17,875
Income tax expense (benefit)					(6,092)				1,050				(6,005)				3,097
NET INCOME (LOSS)					(18,031)				11,171				(19,110)				14,778
Less: net income (loss) attributable to non-controlling interests					(1,820)				2,141				(1,939)				3,202
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.					$	(16,211)			$	9,030			$	(17,171)			$	11,576
Earnings (loss) per share of Class A common stock:
	Basic		$	(0.43)			$	0.30			$	(0.48)			$	0.39
	Diluted		$	(0.43)			$	0.29			$	(0.48)			$	0.38
Weighted-average shares of Class A common stock outstanding:
	Basic		37,309				30,122				35,876				29,842
	Diluted		37,309				31,015				35,876				30,703

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)


			Thirteen Weeks Ended								Twenty-Six Weeks Ended
			June 24 2020		June 26 2019			June 24 2020			June 26 2019
Net income (loss)					$	(18,031)		$	11,171		$	(19,110)		$	14,778
Other comprehensive income, net of tax⁽¹⁾:
	Change in foreign currency translation adjustment			—			—			1			—



		Net change	—		—			1			—
OTHER COMPREHENSIVE INCOME					—			—			1			—
COMPREHENSIVE INCOME (LOSS)					(18,031)			11,171			(19,109)			14,778
Less: comprehensive income (loss) attributable to non-controlling interest					(1,820)			2,141			(1,939)			3,202
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.					$	(16,211)		$	9,030		$	(17,170)		$	11,576

(1) Net of tax expense of $0 for the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019.

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(in thousands, except share amounts)


For the Thirteen Weeks Ended June 24, 2020 and June 26, 2019
		Class A Common Stock							Class B Common Stock									Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Non- Controlling Interest	Total Equity
		Shares		Amount			Shares		Amount
BALANCE, MARCH 25, 2020			34,523,400		$	35		3,117,002		$	3		$	246,970		$	53,407		$	3		$	22,188		$	322,606

	Net loss														(16,211)						(1,820)			(18,031)
	Other comprehensive income:

	Net change in foreign currency translation adjustment																							—
	Equity-based compensation											1,429												1,429
	Activity under stock compensation plans	63,601		—								(164)									72			(92)

	Redemption of LLC Interests	—		—			—		—															—

	Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis											385												385
	Issuance of Class A common stock sold in equity offerings, net of underwriting discounts, commissions and offering costs	3,649,537		3								135,718									9,276			144,997
	Distributions paid to non-controlling interest holders																				(9)			(9)
BALANCE, JUNE 24, 2020			38,236,538		$	38		3,117,002		$	3		$	384,338		$	37,196		$	3		$	29,707		$	451,285

BALANCE, MARCH 27, 2019			29,698,228		$	31		7,453,515		$	7		$	199,315		$	37,086		$	—		$	49,299		$	285,738

	Net income														9,030						2,141			11,171


	Equity-based compensation											2,263												2,263
	Activity under stock compensation plans	137,151										(43)									657			614
	Redemption of LLC Interests	722,306					(722,306)					4,886									(4,886)			—
	Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis											2,445												2,445
	Distributions paid to non-controlling interest holders																				(1,558)			(1,558)
BALANCE, JUNE 26, 2019			30,557,685		$	31		6,731,209		$	7		$	208,866		$	46,116		$	—		$	45,653		$	300,673

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For the Twenty-Six Weeks Ended June 24, 2020 and June 26, 2019
		Class A Common Stock							Class B Common Stock									Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Non- Controlling Interest	Total Equity
		Shares		Amount			Shares		Amount
BALANCE, DECEMBER 25, 2019			34,417,302		$	35		3,145,197		$	3		$	244,410		$	54,367		$	2		$	23,168		$	321,985

	Net loss														(17,171)						(1,939)			(19,110)
	Other comprehensive income:

	Net change in foreign currency translation adjustment																	1						1
	Equity-based compensation											2,742												2,742
	Activity under stock compensation plans	141,504		—								260									(289)			(29)

	Redemption of LLC Interests	28,195		—			(28,195)		—			195									(195)			—

	Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis											1,013												1,013
	Issuance of Class A common stock sold in equity offerings, net of underwriting discounts, commissions and offering costs	3,649,537		3								135,718									9,276			144,997
	Distributions paid to non-controlling interest holders																				(314)			(314)
BALANCE, JUNE 24, 2020			38,236,538		$	38		3,117,002		$	3		$	384,338		$	37,196		$	3		$	29,707		$	451,285

BALANCE, DECEMBER 26, 2018			29,520,833		$	30		7,557,347		$	8		$	195,633		$	30,404		$	—		$	47,380		$	273,455
	Cumulative effect of accounting changes														4,136						1,059			5,195
	Net income														11,576						3,202			14,778


	Equity-based compensation											4,010												4,010
	Activity under stock compensation plans	210,714		—								932									1,159			2,091
	Redemption of LLC Interests	826,138		1			(826,138)		(1)			5,480									(5,480)			—
	Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis											2,811												2,811
	Distributions paid to non-controlling interest holders																				(1,667)			(1,667)
BALANCE, JUNE 26, 2019			30,557,685		$	31		6,731,209		$	7		$	208,866		$	46,116		$	—		$	45,653		$	300,673

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


			Twenty-Six Weeks Ended
			June 24 2020	June 26 2019
OPERATING ACTIVITIES
Net income (loss) (including amounts attributable to non-controlling interests)							$	(19,110)		$	14,778
Adjustments to reconcile net income (loss) to net cash provided by operating activities
	Depreciation expense					23,857			18,765
	Amortization of cloud computing asset					628			—
	Non-cash operating lease cost					22,220			18,765
	Equity-based compensation					2,719			3,872
	Deferred income taxes					11,225			317
	Non-cash interest expense					16			—

	Gain on sale of marketable securities					(79)			(22)
	Impairment and loss on disposal of assets					2,522			728
	Unrealized (gain) loss on available-for-sale securities					22			(231)
	Other non-cash expense					897			2

	Changes in operating assets and liabilities:
		Accounts receivable			1,679		7,252
		Inventories			(125)		57
		Prepaid expenses and other current assets			(745)		(3,908)
		Other assets			(1,542)		(5,354)
		Accounts payable			5,802		(5,202)
		Accrued expenses			(15,179)		3,870
		Accrued wages and related liabilities			(3,802)		(1,271)
		Other current liabilities			(782)		862

		Long-term operating lease liabilities			(12,649)		(17,408)
		Other long-term liabilities			419		19
NET CASH PROVIDED BY OPERATING ACTIVITIES							17,993			35,891
INVESTING ACTIVITIES
Purchases of property and equipment							(37,637)			(55,998)
Purchases of marketable securities							(268)			(715)
Sales of marketable securities							20,000			27,000
NET CASH USED IN INVESTING ACTIVITIES							(17,905)			(29,713)
FINANCING ACTIVITIES

Proceeds from revolving credit facility							50,000			—
Payments on revolving credit facility							(50,000)			—


Deferred financing costs							(64)			—


Proceeds from issuance of Class A common stock sold in equity offerings, net of underwriting discounts, commissions and offering costs							144,997			—
Payments on principal of finance leases							(1,150)			(912)
Distributions paid to non-controlling interest holders							(314)			(1,667)

Payments under tax receivable agreement							(6,643)			(707)
Proceeds from stock option exercises							1,740			3,427
Employee withholding taxes related to net settled equity awards							(1,769)			(1,336)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES							136,797			(1,195)
NET INCREASE IN CASH AND CASH EQUIVALENTS							136,885			4,983
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD							37,099			24,750
CASH AND CASH EQUIVALENTS AT END OF PERIOD							$	173,984		$	29,733

See accompanying Notes to Condensed Consolidated Financial Statements.

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SHAKE SHACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)


		Page
Note 1	Nature of Operations	10
Note 2	Summary of Significant Accounting Policies	10
Note 3	Revenue	11
Note 4	Fair Value Measurements	12
Note 5	Inventories	14
Note 6	Property and Equipment	14
Note 7	Supplemental Balance Sheet Information	15
Note 8	Debt	15

Note 9	Leases	16
Note 10	Non-Controlling Interests	18
Note 11	Equity-Based Compensation	20
Note 12	Income Taxes	21
Note 13	Earnings (Loss) Per Share	23
Note 14	Supplemental Cash Flow Information	24
Note 15	Commitments and Contingencies	25
Note 16	Related Party Transactions	26

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NOTE 1: NATURE OF OPERATIONS

Shake Shack Inc. ("we," "us," "our," "Shake Shack" and the "Company") 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"). We are the sole managing member of SSE Holdings and, as sole managing member, we operate and control all of the business and affairs of SSE Holdings. As a result, we consolidate the financial results of SSE Holdings and report a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. As of June 24, 2020 we owned 92.5% 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.

We operate and license Shake Shack restaurants ("Shacks"), which serve hamburgers, hot dogs, chicken, crinkle-cut fries, shakes, frozen custard, beer, wine and more. As of June 24, 2020, there were 292 Shacks in operation, system-wide, of which 171 were domestic company-operated Shacks, 22 were domestic licensed Shacks and 99 were international licensed Shacks. As of June 24, 2020, 8 domestic company-operated Shacks and 27 licensed Shacks were temporarily closed due to COVID-19.

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 our Annual Report on Form 10-K for the fiscal year ended December 25, 2019 ("2019 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 rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our 2019 Form 10-K. In our opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of our 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.

SSE Holdings is considered a variable interest entity. Shake Shack Inc. is the primary beneficiary as we have the majority economic interest in SSE Holdings and, as the sole managing member, have 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, we consolidate SSE Holdings. The assets and liabilities of SSE Holdings represent substantially all of our consolidated assets and liabilities with the exception of certain deferred taxes and liabilities under the Tax Receivable Agreement. As of June 24, 2020 and December 25, 2019, the net assets of SSE Holdings were $394,424 and $270,542, respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreement. See Note 8 for more information.

Fiscal Year

We operate on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal 2020 contains 53 weeks and ends on December 30, 2020. Fiscal 2019 contained 52 weeks and ended on December 25, 2019. Unless otherwise stated, references to years in this report relate to fiscal years.

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with GAAP requires us 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.

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Recently Adopted Accounting Pronouncements

We adopted the Accounting Standards Updates (“ASUs”) summarized below in fiscal 2020.


Accounting Standards Update (“ASU”)	Description	Date Adopted
Measurement of Credit Losses on Financial Instruments (ASU 2016-13)	This standard replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption of this standard did not have a material impact to our consolidated financial statements.	December 26, 2019
Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04)	This standard provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The adoption of this standard did not have a material impact to our consolidated financial statements.	Effective upon issuance (March 12, 2020)

Recently Issued Accounting Pronouncements


Accounting Standards Update (“ASU”)	Description	Expected Impact	Effective Date
Simplifying the Accounting for Income Taxes (ASU 2019-12)	This standard removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. It also adds guidance in certain areas, including the recognition of franchise taxes, recognition of deferred taxes for tax goodwill, allocation of taxes to members of a consolidated group, computation of annual effective tax rates related to enacted changes in tax laws, and minor improvements related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method.	We are currently evaluating the impact this standard will have on our consolidated financial statements.	December 31, 2020 Early adoption is permitted.

NOTE 3: REVENUE

Revenue Recognition

Revenue 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 we expect to be entitled in exchange for those goods or services.

Revenue from Shack sales is presented net of discounts and recognized when food, beverage and retail products are sold. Sales tax collected from customers is excluded from Shack sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing authorities. Revenue from our gift cards is deferred and recognized upon redemption.

Licensing revenues include 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 goods or services transferred to the licensee in our contracts, 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 licenses and considered as one performance obligation per Shack. We determine the transaction price for each contract, which is comprised of the initial territory fee, and an estimate of the total Shack opening fees we expect to be entitled to. The calculation of total Shack opening fees included in the transaction price requires judgment, as it is based on an estimate of the number of Shacks we expect the licensee to open. The transaction price is then allocated equally to each Shack expected to open. The performance obligations are satisfied over time, starting when a Shack opens, through the end of the term of the license granted to the Shack. Because we are transferring licenses to access our intellectual property during a contractual term, 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 licensing agreement,

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and payment for the restaurant opening fees are received either in advance of or upon opening the related restaurant. These payments are initially deferred and recognized as 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 and twenty-six weeks ended June 24, 2020 and June 26, 2019, disaggregated by type is as follows:


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 24 2020		June 26 2019		June 24 2020		June 26 2019
Shack sales	$	89,519	$	147,876	$	227,567	$	276,445
Licensing revenue:
Sales-based royalties	2,133		4,741		7,076		8,645
Initial territory and opening fees	134		96		313		232
Total revenue	$	91,786	$	152,713	$	234,956	$	285,322

The aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of June 24, 2020 was $15,794. We expect 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

Opening and closing balances of contract liabilities and receivables from contracts with customers is as follows:


	June 24 2020		December 26 2019
Shack sales receivables	$	3,713	$	4,265
Licensing receivables	2,664		4,510
Gift card liability	2,188		2,258
Deferred revenue, current	552		511
Deferred revenue, long-term	11,221		11,310

Revenue recognized during the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019 that was included in their respective liability balances at the beginning of the period is as follows:


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 24 2020		June 26 2019		June 24 2020		June 26 2019
Gift card liability	$	46	$	105	$	345	$	383
Deferred revenue	134		85		305		219

NOTE 4: FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis as of June 24, 2020 and December 25, 2019, and indicate the classification within the fair value hierarchy.

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Cash, Cash Equivalents and Marketable Securities

The following tables summarize our cash, cash equivalents and marketable securities by significant investment categories as of June 24, 2020 and December 25, 2019:


		June 24, 2020
			Cost Basis			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value			Cash and Cash Equivalents			Marketable Securities
Cash			$	173,984		$	—		$	—		$	173,984		$	173,984		$	—
Level 1:
	Money market funds	—			—			—			—			—			—
	Mutual funds	16,783			50			—			16,833			—			16,833


Total			$	190,767		$	50		$	—		$	190,817		$	173,984		$	16,833


		December 25, 2019
			Cost Basis			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value			Cash and Cash Equivalents			Marketable Securities
Cash			$	32,094		$	—		$	—		$	32,094		$	32,094		$	—
Level 1:
	Money market funds	5,005			—			—			5,005			5,005			—
	Mutual funds	36,436			72			—			36,508			—			36,508


Total			$	73,535		$	72		$	—		$	73,607		$	37,099		$	36,508

A summary of other income (loss) from equity securities recognized during the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019 is as follows:


		Thirteen Weeks Ended												Twenty-Six Weeks Ended
				June 24 2020				June 26 2019				June 24 2020				June 26 2019
Equity securities:
	Dividend income	$	66			$	351			$	250			$	743

	Realized gain (loss) on sale of investments	—				36				79				22
	Unrealized gain (loss) on equity securities	334				74				(22)				231
Total				$	400			$	461			$	307			$	996

A summary of equity securities sold and gross realized gains and losses recognized during the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019 is as follows:


		Thirteen Weeks Ended									Twenty-Six Weeks Ended
				June 24 2020			June 26 2019			June 24 2020			June 26 2019
Equity securities:
	Gross proceeds from sales and redemptions	$	—		$	12,000		$	20,000		$	27,000
	Cost basis of sales and redemptions	—			11,964			19,921			26,978
	Gross realized gains included in net income (loss)	—			36			79			36
	Gross realized losses included in net income (loss)	—			—			—			(14)

Realized gains and losses are determined on a specific identification method and are included in other income, net on the Condensed Consolidated Statements of Income (Loss). As of June 24, 2020 and December 25, 2019, there was no decline in the market value of our marketable securities investment portfolio.

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Other Financial Instruments

The carrying value of our other financial instruments, including accounts receivable, accounts payable, and accrued expenses as of June 24, 2020 and December 25, 2019 approximated their fair value due to the short-term nature of these financial instruments.

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

Assets and liabilities that are measured at fair value on a non-recurring basis include our long-lived assets, operating lease right-of-use assets and indefinite-lived intangible assets. During the twenty-six weeks ended June 24, 2020, we recognized an impairment charge of $1,132 at one location. Of the total impairment charge, $736 was attributed to property and equipment held and used, $383 was attributed to operating lease right-of-use assets, and $13 was attributed to finance lease right-of-use assets. The asset impairment charge is included in Impairment and loss on disposal of assets on the Condensed Consolidated Statement of Income (Loss). The fair values of assets were determined using an income-based approach and are classified as Level 3 within the fair value hierarchy. Significant inputs include projections of future cash flows, discount rates, Shack sales and profitability. There were no impairment charges recognized during the thirteen weeks ended June 24, 2020.

NOTE 5: INVENTORIES

Inventories are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis. We make adjustments to our inventory reserves for inventories that are deemed to be obsolete or slow moving. As of June 24, 2020 and December 25, 2019, no adjustment was deemed necessary to reduce inventory to net realizable value due to the rapid turnover and high utilization of inventory. Inventories as of June 24, 2020 and December 25, 2019 consisted of the following:


	June 24 2020		December 25 2019
Food	$	1,498	$	1,738
Wine	95		107
Beer	109		114
Beverages	211		233
Retail merchandise	18		29
Paper goods	415		—
Inventories	$	2,346	$	2,221

NOTE 6: PROPERTY AND EQUIPMENT

Property and equipment as of June 24, 2020 and December 25, 2019 consisted of the following:


	June 24 2020		December 25 2019
Leasehold improvements	$	321,137	$	302,204

Equipment	57,669		54,404
Furniture and fixtures	18,986		18,082
Computer equipment and software	25,544		24,226
Financing equipment lease assets	8,383		7,442
Construction in progress	32,293		30,290
Property and equipment, gross	464,012		436,648
Less: accumulated depreciation	141,850		121,786
Property and equipment, net	$	322,162	$	314,862

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NOTE 7: SUPPLEMENTAL BALANCE SHEET INFORMATION

The components of other current liabilities as of June 24, 2020 and December 25, 2019 are as follows:


	June 24 2020		December 25 2019
Sales tax payable	$	2,426	$	4,086
Current portion of liabilities under tax receivable agreement	—		7,777
Gift card liability	2,188		2,258

Current portion of financing equipment lease liabilities	1,802		1,873
Other	4,984		3,505
Other current liabilities	$	11,400	$	19,499

The components of other long-term liabilities as of June 24, 2020 and December 25, 2019 are as follows:


	June 24 2020		December 25 2019
Deferred licensing revenue	$	11,221	$	11,310
Long-term portion of financing equipment lease liabilities	3,559		3,643
Other	350		375
Other long-term liabilities	$	15,130	$	15,328

NOTE 8: DEBT

Revolving Credit Facility

In August 2019, we terminated our previous revolving credit facility and entered into a new revolving credit facility agreement ("Revolving Credit Facility"), which permits borrowings up to $50,000, of which the entire amount is available immediately, with the ability to increase available borrowings up to an additional $100,000, to be made available subject to satisfaction of certain conditions. The Revolving Credit Facility will mature and all amounts outstanding will be due and payable in August 2024. The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15,000. Borrowings under the Revolving Credit Facility will bear interest at either: (i) LIBOR plus a percentage ranging from 1.0% to 1.5% or (ii) the base rate plus a percentage ranging from 0.0% to 0.5%, in each case depending on our net lease adjusted leverage ratio. To the extent the LIBOR reference rate is no longer available, the administrative agent, in consultation with us, will determine a replacement rate which will be generally in accordance with similar transactions in which it serves as administrative agent.

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. We are not subject to these coverage ratios for a period of time due to the First Amendment to the Revolving Credit Facility described below. In addition, the Revolving Credit Facility contains other customary affirmative and negative covenants, including those which (subject to certain exceptions and dollar thresholds) limit our ability to incur debt; incur liens; make investments; engage in mergers, consolidations, liquidations or acquisitions; dispose of assets; make distributions on or repurchase equity securities; engage in transactions with affiliates; and prohibits us, with certain exceptions, from engaging in any line of business not related to our current line of business. As of June 24, 2020, we were in compliance with all covenants.

In May 2020, we entered into a first amendment to the Revolving Credit Facility ("First Amendment"), which, among other things, provides for modified financial covenant compliance requirements for a period of time. The First Amendment requires us to maintain minimum liquidity of $25,000 through July 1, 2021 and outstanding borrowings during the applicable period covered by

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the First Amendment bear interest at either: (i) LIBOR plus a percentage ranging from 1.0% to 2.5% or (ii) the base rate plus a percentage ranging from 0.0% to 1.50%, in each case depending on our net lease adjusted leverage ratio.

In March 2020, we drew down the full $50,000 available under the Revolving Credit Facility to enhance liquidity and financial flexibility given the uncertain market conditions created by the COVID-19 pandemic. We repaid this amount in full, plus interest, in June 2020.

Total interest costs incurred were $442 and $554 for the thirteen and twenty-six weeks ended June 24, 2020, respectively, and $97 and $169 for the thirteen and twenty-six weeks ended June 26, 2019, respectively. No amounts were capitalized into property and equipment for the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019.

Paycheck Protection Program

In April 2020, we entered into a $10,000 note payable with J.P. Morgan pursuant to the Paycheck Protection Program (“PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and returned the entire outstanding balance plus interest in April 2020.

NOTE 9: LEASES

Nature of Leases

We lease all of our domestic company-operated Shacks, our home office and certain equipment under various non-cancelable lease agreements that expire on various dates through 2035. We evaluate 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. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of Accounting Standards Codification Topic 842 ("ASC 842").

Upon the possession of a leased asset, we determine its classification as an operating or finance lease. Our real estate leases are classified as operating leases and most of our equipment leases are classified as finance leases. Generally, our real estate leases have initial terms ranging from 10 to 15 years and typically include two 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 we would exercise the options to extend the lease. Our real estate leases typically provide for fixed minimum rent payments and/or contingent rent payments based upon sales in excess of specified thresholds. When the achievement of such sales thresholds is deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a Shack opens is recorded in pre-opening costs. Once a domestic company-operated Shack opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss). Many of our leases also require us 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).

As there were no explicit rates provided in our leases, we used our incremental borrowing rate in determining the present value of future lease payments. The discount rate used to measure the lease liability at the transition date was 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 incremental borrowing rate is our credit rating and subject to judgment. We determined our credit rating based on a comparison of the financial information of SSE Holdings to other public companies and then used their respective credit ratings to develop our own.

We expend cash for leasehold improvements to build out and equip our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, landlord incentives are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these

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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 finance and operating lease right-of-use assets and liabilities as of June 24, 2020 and December 25, 2019 is as follows:


	Classification	June 24 2020		December 25 2019
Finance leases	Property and equipment, net	$	5,248	$	5,444
Operating leases	Operating lease assets	298,602		274,426
Total right-of-use assets		$	303,850	$	279,870




Finance leases:
	Other current liabilities	$	1,802	$	1,873
	Other long-term liabilities	3,559		3,643
Operating leases:
	Operating lease liabilities, current	37,082		30,002
	Long-term operating lease liabilities	332,751		304,914
Total lease liabilities		$	375,194	$	340,432

The components of lease expense for the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019 was as follows:


			Thirteen Weeks Ended												Twenty-Six Weeks Ended
		Classification	June 24 2020				June 26 2019				June 24 2020				June 26 2019
Finance lease cost:
	Amortization of right-of-use assets	Depreciation expense	$	602			$	619			$	1,179			$	953
	Interest on lease liabilities	Interest expense	55				55				110				96
Operating lease cost			Occupancy and related expenses General and administrative expenses Pre-opening costs		11,478				9,855				22,220				18,765
Short-term lease cost			Occupancy and related expenses		69				17				193				34
Variable lease cost			Occupancy and related expenses General and administrative expenses Pre-opening costs		4,087				3,836				7,817				7,298
Total lease cost					$	16,291			$	14,382			$	31,519			$	27,146

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As of June 24, 2020, future minimum lease payments for finance and operating leases consisted of the following:


	Finance Leases		Operating Leases
2020	$	1,051	$	21,424
2021	1,765		47,721
2022	1,284		52,463
2023	823		52,737
2024	496		51,697
Thereafter	337		262,345
Total minimum payments	5,756		488,387
Less: imputed interest	395		118,553
Total lease liabilities	$	5,361	$	369,833

As of June 24, 2020 we had additional operating lease commitments of $53,952 for non-cancelable leases without a possession date, which will begin to commence in 2020. These lease commitments are consistent with the leases that we have executed thus far and include a number of real estate leases where we are involved in the construction and design.

A summary of lease terms and discount rates for finance and operating leases as of June 24, 2020 and December 25, 2019 is as follows:


		June 24 2020		December 25 2019
Weighted-average remaining lease term (years):
	Finance leases	5.1		5.1
	Operating leases	10.1		10.1
Weighted-average discount rate:
	Finance leases	3.6	%	3.7	%
	Operating leases	4.0	%	5.4	%

Supplemental cash flow information related to leases for the twenty-six weeks ended June 24, 2020 and June 26, 2019 is as follows:


		Twenty-Six Weeks Ended
		June 24 2020		June 26 2019
Cash paid for amounts included in the measurement of lease liabilities:
	Operating cash flows from finance leases	$	110	$	148
	Operating cash flows from operating leases	15,799		27,238
	Financing cash flows from finance leases	1,150		1,433
Right-of-use assets obtained in exchange for lease obligations:
	Finance leases	1,020		1,927
	Operating leases	30,982		65,773

NOTE 10: NON-CONTROLLING INTERESTS

We are the sole managing member of SSE Holdings and, as a result, consolidate the financial results of SSE Holdings. We report 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

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exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. Changes in our ownership interest in SSE Holdings while we retain our 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.

On April 17, 2020, we announced an “at-the-market” equity offering program (the “ATM Program”), under which we may offer and sell shares of our Class A common stock having an aggregate price of up to $75,000 from time to time. On April 21, 2020, we completed the sale of 233,467 shares of our Class A common stock pursuant to the ATM Program and received $9,794 of proceeds, net of commissions. The proceeds were used to purchase newly-issued LLC Interests.

On April 21, 2020, we completed an underwritten offering of 3,416,070 shares of our Class A common stock, resulting in $135,857 of proceeds, net of underwriting discounts and commissions. The proceeds were used to purchase newly-issued LLC Interests.

The following table summarizes the ownership interest in SSE Holdings as of June 24, 2020 and December 25, 2019.


	June 24, 2020				December 25, 2019
	LLC Interests	Ownership%		LLC Interests	Ownership %
Number of LLC Interests held by Shake Shack Inc.	38,236,538	92.5	%	34,417,302	91.6	%
Number of LLC Interests held by non-controlling interest holders	3,117,002	7.5	%	3,145,197	8.4	%
Total LLC Interests outstanding	41,353,540	100.0	%	37,562,499	100.0	%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to Shake Shack Inc. and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage for the thirteen and twenty-six weeks ended June 24, 2020 was 7.7% and 8.0%, respectively. The non-controlling interest holders' weighted average ownership percentage for the thirteen and twenty-six weeks ended June 26, 2019 was 19.0% and 19.7%, respectively.

The following table summarizes the effects of changes in ownership of SSE Holdings on our equity during the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019.

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		Thirteen Weeks Ended									Twenty-Six Weeks Ended
			June 24 2020			June 26 2019			June 24 2020			June 26 2019
Net income (loss) attributable to Shake Shack Inc.			$	(16,211)		$	9,030		$	(17,171)		$	11,576


Transfers (to) from non-controlling interests:


	Increase in additional paid-in capital as a result of the redemption of LLC Interests	—			4,886			195			5,480


	Increase (decrease) in additional paid-in capital as a result of activity under stock compensation plans and the related income tax effect	(164)			(43)			260			932
	Increase in additional paid-in-capital as a result of the issuance of Class A common stock sold in equity offerings	135,718			—			135,718			—
Total effect of changes in ownership interest on equity attributable to Shake Shack Inc.			$	119,343		$	13,873		$	119,002		$	17,988

The following table summarizes redemptions of LLC Interests activity during the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019.


		Thirteen Weeks Ended						Twenty-Six Weeks Ended
			June 24 2020		June 26 2019		June 24 2020		June 26 2019
Redemption and acquisition of LLC Interests
	Number of LLC Interests redeemed by non-controlling interest holders	—		722,306		28,195		826,138

	Number of LLC Interests received by Shake Shack Inc.	—		722,306		28,195		826,138
Issuance of Class A common stock
	Shares of Class A common stock issued in connection with redemptions of LLC Interests	—		722,306		28,195		826,138

Cancellation of Class B common stock
	Shares of Class B common stock surrendered and canceled	—		722,306		28,195		826,138

During the thirteen and twenty-six weeks ended June 24, 2020, we received an aggregate of 63,601 and 141,504 LLC Interests, respectively, in connection with the activity under our stock compensation plan and 137,151 and 210,714 LLC Interests, respectively, during the thirteen and twenty-six weeks ended June 26, 2019.

NOTE 11: EQUITY-BASED COMPENSATION

A summary of equity-based compensation expense recognized during the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019 is as follows:


	Thirteen Weeks Ended									Twenty-Six Weeks Ended
	June 24 2020			June 26 2019			June 24 2020			June 26 2019
Stock options		$	26		$	655		$	287		$	1,337
Performance stock units		363			1,007			776			1,719
Restricted stock units		1,030			518			1,656			816
Equity-based compensation expense		$	1,419		$	2,180		$	2,719		$	3,872

Total income tax benefit recognized related to equity-based compensation		$	39		$	51		$	75		$	93

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Equity-based compensation expense is included in general and administrative expenses and labor and related expenses on the Condensed Consolidated Statements of Income (Loss) during the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019 as follows:


	Thirteen Weeks Ended									Twenty-Six Weeks Ended
	June 24 2020			June 26 2019			June 24 2020			June 26 2019
General and administrative expenses		$	1,268		$	2,084		$	2,482		$	3,726
Labor and related expenses		151			96			237			146
Equity-based compensation expense		$	1,419		$	2,180		$	2,719		$	3,872

NOTE 12: INCOME TAXES

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. We are also subject to withholding taxes in foreign jurisdictions.

Income Tax Expense

A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense is as follows:


	Thirteen Weeks Ended															Twenty-Six Weeks Ended
	June 24 2020						June 26 2019						June 24 2020					June 26 2019
Expected U.S. federal income taxes at statutory rate	$	(5,065)	21.0	%	$	2,567	21.0	%	$	(5,274)	21.0	%		$	3,754	21.0	%
State and local income taxes, net of federal benefit	(1,576)		6.5	%	823		6.7	%	(1,701)		6.8	%		1,242		6.9	%
Foreign withholding taxes	(325)		1.3	%	627		5.1	%	210		(0.8)	%		969		5.4	%

Tax credits	(393)		1.6	%	(1,446)		(11.7)	%	(427)		1.7	%		(1,822)		(10.2)	%

Non-controlling interest	501		(2.0)	%	(623)		(5.1)	%	421		(1.7)	%		(947)		(5.3)	%
Tax effect of change in basis related to the adoption of ASC 842	—		—	%	—		—	%	—		—	%		1,161		6.5	%
Change in valuation allowance	749		(3.1)	%	(895)		(7.3)	%	749		(3.0)	%		(1,261)		(7.1)	%
Other	17		—	%	(3)		0.1	%	17		(0.1)	%		1		—	%
Income tax expense	$	(6,092)	25.3	%	$	1,050	8.6	%	$	(6,005)	23.9	%		$	3,097	17.3	%

Our effective income tax rates for the thirteen weeks ended June 24, 2020 and June 26, 2019 were 25.3% and 8.6%, respectively. The increase was primarily driven by lower pre-tax book income resulting in a loss, causing the tax credits to have an increasing effect on the tax rate, as well as the recognition of a valuation allowance against foreign tax credits that are not expected to be realized before the expiration of the carryforward period. Additionally, an increase in our ownership interest in SSE Holdings increases our share of the taxable income (loss) of SSE Holdings. Our weighted-average ownership interest in SSE Holdings was 92.3% and 81.0% for the thirteen weeks ended June 24, 2020 and June 26, 2019, respectively.

Our effective income tax rates for the twenty-six weeks ended June 24, 2020 and June 26, 2019 were 23.9% and 17.3%, respectively. The increase was primarily driven by lower pre-tax book income resulting in a loss, causing the tax credits to have an increasing effect on the tax rate, as well as the recognition of a valuation allowance against foreign tax credits that are not expected to be realized before the expiration of the carryforward period. These were partially offset by a reduction in the tax effect of changes related to the adoption of new accounting standards, for which there were none during the twenty-six weeks

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ended June 24, 2020. Additionally, as noted above, an increase in our ownership interest in SSE Holdings increases our share of the taxable income (loss) of SSE Holdings. Our weighted-average ownership interest in SSE Holdings was 92.0% and 80.3% for the twenty-six weeks ended June 24, 2020 and June 26, 2019, respectively.

Deferred Tax Assets and Liabilities

During the twenty-six weeks ended June 24, 2020, we acquired an aggregate of 169,699 LLC Interests in connection with the redemption of LLC Interests, activity relating to our stock compensation plan, and in connection with the second quarter equity offering. We recognized a deferred tax asset in the amount of $1,297 associated with the basis difference in our investment in SSE Holdings upon acquisition of these LLC Interests. As of June 24, 2020, the total deferred tax asset related to the basis difference in our investment in SSE Holdings was $172,350. However, a portion of the total basis difference will only reverse upon the eventual sale of our interest in SSE Holdings, which we expect would result in a capital loss. As of June 24, 2020, the total valuation allowance established against the deferred tax asset to which this portion relates was $104.

During the twenty-six weeks ended June 24, 2020, we also recognized $88 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. See "—Tax Receivable Agreement" for more information.

We evaluate the realizability of our deferred tax assets on a quarterly basis and establish 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 June 24, 2020, we concluded, based on the weight of all available positive and negative evidence, that all of our 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 the eventual sale of our interest in SSE Holdings and New York City UBT and certain foreign tax credits) are more likely than not to be realized. As such, an additional valuation allowance of $749 was recognized on certain foreign tax credits not expected to be realized before the expiration of the carryforward period.

Uncertain Tax Positions

No uncertain tax positions existed as of June 24, 2020. Shake Shack Inc. was formed in September 2014 and did not engage in any operations prior to our initial public offering in February of 2015 and related organizational transactions. Shake Shack Inc. first filed tax returns for tax year 2014, which is the first tax year subject to examination by taxing authorities for U.S. federal and state income tax purposes. Additionally, although SSE Holdings is treated as a partnership for U.S. federal and state income taxes purposes, it is still required to file an annual U.S. Return of Partnership Income, which is subject to examination by the Internal Revenue Service ("IRS"). The statute of limitations has expired for tax years through 2015 for SSE Holdings.

Tax Receivable Agreement

Pursuant to our election under Section 754 of the Internal Revenue Code (the "Code"), we expect to obtain an increase in our 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. We plan to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. We intend 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 tax basis may reduce the amounts that we would otherwise pay 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.

On February 4, 2015, we 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 us of 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of (i) increases in our 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"). We expect to benefit from the remaining 15% of any tax benefits that we may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in SSE Holdings or us. 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 twenty-six weeks ended June 24, 2020, we acquired an aggregate of 28,195 LLC Interests in connection with the redemption of LLC Interests, which resulted in an increase in the tax basis of our investment in SSE Holdings subject to the

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provisions of the Tax Receivable Agreement. We recognized an additional liability in the amount of $313 for the TRA Payments due to the redeeming members, representing 85% of the aggregate tax benefits we expect 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 our estimates of future taxable income. During the twenty-six weeks ended June 24, 2020 and June 26, 2019, payments of $6,643 and $707, inclusive of interest, were made to the parties to the Tax Receivable Agreement, respectively. As of June 24, 2020, the total amount of TRA Payments due under the Tax Receivable Agreement, was $228,096, of which $0 was included in other current liabilities on the Condensed Consolidated Balance Sheet. See Note 15 for more information relating to our 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 (“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 retroactive technical correction of prior tax legislation for tax depreciation of certain qualified improvement property, among other changes.

We are currently estimating the amount of accelerated tax depreciation deductions as a result of the technical amendments made by the CARES Act to qualified improvement property. During the thirteen weeks ended June 24, 2020, we recognized accelerated tax depreciation deductions of $171 related to assets placed in service in fiscal 2020, and are recorded as components within our deferred income taxes, net on the Condensed Consolidated Balance Sheets. The impact of assets placed into service during fiscal 2018 and fiscal 2019 will be reflected in our third quarter provision. In addition, subsequent to the second quarter of 2020, we began deferring the employer-paid portion of social security taxes as permitted by the CARES Act.

NOTE 13: EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Shake Shack Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) (loss) per share of Class A common stock is computed by dividing net income (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 for the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019.


			Thirteen Weeks Ended											Twenty-Six Weeks Ended
			June 24 2020			June 26 2019				June 24 2020				June 26 2019
Numerator:
	Net income (loss)			$	(18,031)			$	11,171			$	(19,110)			$	14,778
	Less: net income (loss) attributable to non-controlling interests			(1,820)				2,141				(1,939)				3,202
	Net income (loss) attributable to Shake Shack Inc.			$	(16,211)			$	9,030			$	(17,171)			$	11,576
Denominator:
	Weighted-average shares of Class A common stock outstanding—basic			37,309				30,122				35,876				29,842
	Effect of dilutive securities:
		Stock options	—			775				—				753
		Performance stock units	—			68				—				72
		Restricted stock units	—			50				—				36
	Weighted-average shares of Class A common stock outstanding—diluted			37,309				31,015				35,876				30,703

Earnings (loss) per share of Class A common stock—basic						$	(0.43)			$	0.30			$	(0.48)			$	0.39
Earnings (loss) per share of Class A common stock—diluted						$	(0.43)			$	0.29			$	(0.48)			$	0.38

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Shares of our 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) per share of Class B common stock under the two-class method has not been presented.

The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted earnings (loss) per share of Class A common stock for the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019.


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 24 2020	June 26 2019		June 24 2020		June 26 2019
Stock options		813,488	(1)	—		813,488	(1)	—
Performance stock units		143,534	(1)	68,914	(2)	143,534	(1)	68,914	(2)
Restricted stock units		265,293	(1)	—		265,293	(1)	—
Shares of Class B common stock		3,117,002	(3)	6,731,209	(3)	3,117,002	(3)	6,731,209	(3)

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

(2) Excluded from the computation of diluted earnings 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.

(3) Shares of our Class B common stock outstanding as of the end of the period are considered potentially dilutive shares of Class A common stock. Amounts have been excluded from the computations of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive under the if-converted and two-class methods.

NOTE 14: SUPPLEMENTAL CASH FLOW INFORMATION

The following table sets forth supplemental cash flow information for the twenty-six weeks ended June 24, 2020 and June 26, 2019:


		Twenty-Six Weeks Ended
		June 24 2020		June 26 2019
Cash paid for:
	Income taxes, net of refunds	$	775	$	1,554
	Interest, net of amounts capitalized	491		143
Non-cash investing activities:
	Accrued purchases of property and equipment	5,405		14,072


	Capitalized equity-based compensation	22		55

Non-cash financing activities:

	Class A common stock issued in connection with the redemption of LLC Interests	—		1

	Cancellation of Class B common stock in connection with the redemption of LLC Interests	—		(1)

	Establishment of liabilities under tax receivable agreement	313		14,395

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NOTE 15: COMMITMENTS AND CONTINGENCIES

Lease Commitments

We are obligated under various operating leases for Shacks and our home office space, expiring in various years through 2035. Under certain of these leases, we are liable for contingent rent based on a percentage of sales in excess of specified thresholds and are typically responsible for our proportionate share of real estate taxes, common area maintenance charges and utilities. See Note 9, Leases.

As security under the terms of one of our leases, we are obligated under a letter of credit totaling $130 as of June 24, 2020, which expires in February 2026. Additionally, in September 2017, we entered into a letter of credit in conjunction with our new home office lease in the amount of $603, which expires in August 2020 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. We also enter into long-term, exclusive contracts with certain vendors to supply us with food, beverages and paper goods, obligating us to purchase specified quantities.

Legal Contingencies

In February 2018, a claim was filed against Shake Shack in California state court alleging certain violations of the California Labor Code. At a mediation between the parties, we agreed to settle the matter with the plaintiff and all other California employees who elect to participate in the settlement for $1,200. As of June 24, 2020, an accrual in the amount of $1,200 was recorded for this matter and related expenses.

We are subject to various legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. As of June 24, 2020, the amount of the ultimate liability with respect to these matters was not material.

Liabilities under Tax Receivable Agreement

As described in Note 12, we are a party to the Tax Receivable Agreement under which we are contractually committed to pay certain of the members of SSE Holdings 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of certain transactions. We are 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 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. During the twenty-six weeks ended June 24, 2020 and June 26, 2019, we recognized liabilities totaling $313 and $1,636, respectively, relating to our obligations under the Tax Receivable Agreement, after concluding that it was probable that we would have sufficient future taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. As of June 24, 2020 and December 25, 2019, our total obligations under the Tax Receivable Agreement were $228,096 and $234,426, respectively. There were no transactions subject to the Tax Receivable Agreement for which we did not recognize the related liability, as we concluded that we would have sufficient future taxable income to utilize all of the related tax benefits.

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NOTE 16: RELATED PARTY TRANSACTIONS

Union Square Hospitality Group

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

Hudson Yards Sports and Entertainment

In fiscal 2011, we 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 five consecutive five-year renewal options at HYC's option. As consideration for these rights, HYC pays us a license fee based on a percentage of net food sales, as defined in the MLA. HYC also pays us a percentage of profits on sales of branded beverages, as defined in the MLA.


		Thirteen Weeks Ended						Twenty-Six Weeks Ended
	Classification	June 24 2020		June 26 2019		June 24 2020		June 26 2019

Amounts received from HYC	Licensing revenue	$	12	$	85	$	34	$	151


	Classification	June 24 2020		December 25 2019

Amounts due from HYC	Accounts Receivable	$	28	$	47

Madison Square Park Conservancy

The Chairman of our Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which we have a license agreement and pay license fees to operate our Madison Square Park Shack.


		Thirteen Weeks Ended						Twenty-Six Weeks Ended
	Classification	June 24 2020		June 26 2019		June 24 2020		June 26 2019
Amounts paid to MSP Conservancy	Occupancy and related expenses	$	—	$	276	$	219	$	554


	Classification	June 24 2020		December 25 2019
Amounts due to MSP Conservancy	Accrued expenses	$	282	$	53

Olo, Inc.

The Chairman of our Board of Directors serves as a director of Olo, Inc. (formerly known as "Mobo Systems, Inc."), a platform we use in connection with our mobile ordering application. No amounts were due to Olo as of June 24, 2020 and December 25, 2019, respectively.


		Thirteen Weeks Ended						Twenty-Six Weeks Ended
	Classification	June 24 2020		June 26 2019		June 24 2020		June 26 2019
Amounts paid to Olo	Other operating expenses	$	42	$	40	$	94	$	78

Square, Inc.

Our Chief Executive Officer is a member of the Board of Directors of Square, Inc. ("Square"). We currently use certain point-of-sale applications, payment processing services, hardware and other enterprise platform services in connection with the

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processing of a limited amount of sales at certain of our locations, sales for certain off-site events and in connection with our kiosk technology. No amounts were due to Square as of June 24, 2020 and December 25, 2019, respectively.


		Thirteen Weeks Ended						Twenty-Six Weeks Ended
	Classification	June 24 2020		June 26 2019		June 24 2020		June 26 2019
Amounts paid to Square	Other operating expenses	$	218	$	442	$	789	$	708

Tax Receivable Agreement

As described in Note 12, we entered into a tax receivable agreement with certain members of SSE Holdings that provides for the payment by us of 85% of the amount of tax benefits, if any, that Shake Shack actually realizes or in some cases is deemed to realize as a result of certain transactions.


		Thirteen Weeks Ended						Twenty-Six Weeks Ended
	Classification	June 24 2020		June 26 2019		June 24 2020		June 26 2019
Amounts paid to members (inclusive of interest)	Other current liabilities	$	74	$	—	$	6,643	$	707


	Classification	June 24 2020		December 25 2019
Amounts due under the Tax Receivable Agreement	Other current liabilities Liabilities under tax receivable agreement, net of current portion	$	228,096	$	234,426

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 June 24, 2020 and December 25, 2019, respectively.


		Thirteen Weeks Ended						Twenty-Six Weeks Ended
	Classification	June 24 2020		June 26 2019		June 24 2020		June 26 2019
Amounts paid to non-controlling interest holders	Net income attributable to non-controlling interests	$	9	$	1,558	$	314	$	1,667

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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. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, such as our expected financial outlook for fiscal 2020, our expected operating performance for fiscal 2020, expected Shack construction and openings, expected same-Shack sales growth and trends in our business, including statements relating to the effects of COVID-19 and our mitigation efforts. Forward-looking statements can also be identified by words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "outlook," "plan," "potential," "predict," "project," "seek," "may," "can," "will," "would," "could," "should," the negatives thereof and other similar expressions. Forward-looking statements are not guarantees of future performance and actual results may differ significantly from the results discussed in the forward-looking statements. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 25, 2019 ("2019 Form 10-K") and Part II, Item 1A of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with our 2019 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. We undertake no obligation to revise or update any forward-looking statements for any reason, except as required by law.

OVERVIEW

Shake Shack is a modern day "roadside" burger stand serving a classic American menu of premium burgers, chicken sandwiches, hot dogs, crinkle cut fries, shakes, frozen custard, beer and wine. As of June 24, 2020, there were 292 Shacks in operation system-wide, of which 171 were domestic company-operated Shacks, 22 were domestic licensed Shacks and 99 were international licensed Shacks.

COVID-19 Update

We have experienced gradual improvement in the business during the second quarter of 2020, and third quarter to date. The speed of our recovery has differed depending on the location of our Shacks, with those Shacks concentrated in urban areas, such as New York City, most impacted by the COVID-19 outbreak. Urban Shacks represent approximately half the Shacks in the comparable base, yet accounted for approximately 60% of our same-Shack sales prior to the COVID-19 outbreak. During the second quarter of 2020, same-Shack sales in our urban Shacks were down 57% and suburban Shacks were down 38% compared to the same period last year. Subsequent to the second quarter of 2020, in fiscal July 2020, same-Shack sales for our urban Shacks were down 50% and suburban Shacks were down 24% compared to the same period last year. As of July 22, approximately 95% of domestic company-operated Shacks were open.

As in-Shack ordering has increased over recent weeks, digital sales mix has continued to shift. During the second quarter total digital sales represented 75% of total Shack sales and more than doubled compared to the first quarter of 2020. Our native web and app channels more than tripled compared to the same period last year, and when combined, continued to be the fastest growing channels throughout Q2 and into July. For fiscal July, digital sales represented 62% of total Shack sales, retaining over 90% of the digital sales that were achieved during fiscal May even as in-Shack sales have gradually returned. In addition, we have welcomed over 800,000 first time purchasers via our own digital channels since early March, which is nearly four times higher than in the same period last year. We expect digital channels to remain a significant component of sales and ongoing growth.

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The following table presents fiscal monthly information about our current trends in Shack sales.


	First Quarter			Second Quarter												Third Quarter

(dollar amounts in thousands)	March 25			April 22			May 20			June 24			July 22
Average weekly sales*	$	56		$	32		$	50		$	52		$	56
Total year-over-year sales growth (decline)	(11)		%	(56)		%	(32)		%	(32)		%	(23)		%
Same-Shack sales %	(29)		%	(64)		%	(42)		%	(42)		%	(39)		%

*Average weekly sales is calculated by dividing total Shack sales by the number of operating weeks for all Shacks in operation during the period. For Shacks that are not open for the entire period, fractional adjustments are made to the number of operating weeks open such that it corresponds to the period of associated sales.

Our licensed business has shown gradual improvement across all regions as approximately 80% of licensed Shacks have reopened. All Shacks in Hong Kong, mainland China, Japan and Korea (with the exception of the Incheon Airport Shack) are now open although in most cases with limited hours and smaller capacity dining rooms. In the Middle East, the majority of Shacks have re-opened primarily for take-out and delivery with dining rooms slowly starting to open across the region. Approximately half the Shacks in the United Kingdom are fully reopened. Nearly all domestic stadium and event venues remain closed. Half of all airport locations are open but operating at severely reduced sales levels while air travel remains at a fraction of its volume prior to the COVID-19 outbreak. As an example of the dynamic and quickly evolving environment, the Shack located in Terminal 3 of the LAX airport will not reopen, as the airport has chosen to take this time to tear down and replace the terminal entirely.

The following table presents fiscal monthly information about our licensed sales trends.


	First Quarter			Second Quarter												Third Quarter

(dollar amounts in millions)	March 25			April 22			May 20			June 24			July 22
Weekly licensed sales⁽¹⁾	$	4.6		$	2.0		$	2.4		$	3.5		$	4.6
Total year-over-year licensed sales growth (decline)	13		%	(65)		%	(58)		%	(47)		%	(32)		%
Number of open licensed Shacks	96			56			59			91			98

* Weekly licensed sales is an operating measure and consists of sales from domestic licensed Shacks and international licensed Shacks. We do not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to licensing revenue based on a percentage of sales from domestic and international licensed Shacks, as well as certain up-front fees such as territory fees and opening fees.

Development Highlights

During the second quarter ended June 24, 2020, we opened four new domestic Shacks with new locations in Topanga, Sacramento, Charlotte and St. Louis. With gradual sales recovery, primarily across most markets outside of New York City, we have restarted new Shack development. We expect to open between 6 and 11 additional domestic company-operated Shacks, back weighted towards the end of this year, for a total of 15 to 20 for the full year. However, given the ongoing uncertainties around construction, local government restrictions, and the broader operating environment during COVID-19, this number may be subject to change as target dates potentially shift.

During the second quarter ended June 24, 2020, we opened one new international licensed Shack in China at the Shanghai Hongqiao International Airport. In fiscal June, we expanded our partnership with licensee Maxim’s Caterers Limited which targets a development agreement of 15 Shacks in South China by 2030, including locations in Shenzhen, Guangzhou and more. Through this expanded partnership, this agreement increases development targets for mainland China to 55 Shacks by 2030, of which five Shacks are open today.

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Financial Highlights for the Second Quarter 2020 compared to the Second Quarter 2019:

▪Total revenue decreased 39.9% to $91.8 million.

▪Shack sales decreased 39.5% to $89.5 million.

▪Same-Shack sales decreased 49.0%.

▪Licensed revenue decreased 53.1% to $2.3 million.

▪Shack system-wide sales decreased 45.2% to $123.8 million.

▪Operating loss of $24.1 million compared to operating income of $11.9 million in the prior year second quarter.

▪Shack-level operating profit*, a non-GAAP measure, decreased 94.7% to $1.9 million, or 2.2% of Shack sales.

▪Net loss was $18.0 million and adjusted EBITDA*, a non-GAAP measure, was a loss of $8.8 million, compared to net income of $11.2 million and adjusted EBITDA of $25.9 million in the prior year second quarter.

▪Net loss attributable to Shake Shack Inc. was $16.2 million and adjusted pro forma net loss*, a non-GAAP measure, was $18.3 million, or a loss of $0.45 per fully exchanged and diluted share, compared to net income attributable to Shake Shack Inc. of $9.0 million, adjusted pro forma net income of $10.2 million, or $0.27 per fully exchanged and diluted share, in the prior year second quarter.

▪Five system-wide Shack openings, comprised of four domestic company-operated Shacks and one licensed Shack.

▪As of June 24, 2020, we had $190.8 million in cash and marketable securities on hand.

* Shack-level operating profit, adjusted EBITDA and adjusted pro forma net income (loss) are non-GAAP measures. Reconciliations of Shack-level operating profit to operating income (loss) and adjusted EBITDA to net income (loss), the most directly comparable financial measures presented in accordance with GAAP, are set forth in the schedules within “Non-GAAP Financial Measures,” herein.

FISCAL 2020 OUTLOOK

Given the substantial uncertainty and subsequent material economic impact caused by the COVID-19 pandemic, we have withdrawn our guidance for the fiscal year ending December 30, 2020.

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RESULTS OF OPERATIONS

The following table summarizes our results of operations for the thirteen and twenty-six weeks ended June 24, 2020 and June 26, 2019:


		Thirteen Weeks Ended																			Twenty-Six Weeks Ended
(dollar amounts in thousands)				June 24 2020											June 26 2019										June 24 2020		June 26 2019
Shack sales				$	89,519		97.5	%		$	147,876		96.8	%		$	227,567		96.9	%		$	276,445		96.9	%
Licensing revenue				2,267			2.5	%		4,837			3.2	%		7,389			3.1	%		8,877			3.1	%
TOTAL REVENUE				91,786			100.0	%		152,713			100.0	%		234,956			100.0	%		285,322			100.0	%
Shack-level operating expenses⁽¹⁾:
	Food and paper costs		30,027	33.5		%			42,899	29.0		%			69,591	30.6		%			80,890	29.3		%
	Labor and related expenses		30,933	34.6		%			40,197	27.2		%			72,699	31.9		%			77,290	28.0		%
	Other operating expenses		14,304	16.0		%			16,755	11.3		%			32,083	14.1		%			32,323	11.7		%
	Occupancy and related expenses		12,323	13.8		%			11,873	8.0		%			24,881	10.9		%			22,772	8.2		%
General and administrative expenses				14,017			15.3	%		15,393			10.1	%		30,208			12.9	%		29,330			10.3	%
Depreciation expense				12,089			13.2	%		9,799			6.4	%		23,857			10.2	%		18,765			6.6	%
Pre-opening costs				1,734			1.9	%		3,549			2.3	%		3,977			1.7	%		6,191			2.2	%
Impairment and loss on disposal of assets				434			0.5	%		377			0.2	%		2,522			1.1	%		728			0.3	%
TOTAL EXPENSES				115,861			126.2	%		140,842			92.2	%		259,818			110.6	%		268,289			94.0	%
OPERATING INCOME (LOSS)				(24,075)			(26.2)	%		11,871			7.8	%		(24,862)			(10.6)	%		17,033			6.0	%
Other income, net				394			0.4	%		447			0.3	%		301			0.1	%		1,011			0.4	%
Interest expense				(442)			(0.5)	%		(97)			(0.1)	%		(554)			(0.2)	%		(169)			(0.1)	%
INCOME (LOSS) BEFORE INCOME TAXES				(24,123)			(26.3)	%		12,221			8.0	%		(25,115)			(10.7)	%		17,875			6.3	%
Income tax expense (benefit)				(6,092)			(6.6)	%		1,050			0.7	%		(6,005)			(2.6)	%		3,097			1.1	%
NET INCOME (LOSS)				(18,031)			(19.6)	%		11,171			7.3	%		(19,110)			(8.1)	%		14,778			5.2	%
Less: net income (loss) attributable to non-controlling interests				(1,820)			(2.0)	%		2,141			1.4	%		(1,939)			(0.8)	%		3,202			1.1	%
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.				$	(16,211)		(17.7)	%		$	9,030		5.9	%		$	(17,171)		(7.3)	%		$	11,576		4.1	%

(1) As a percentage of Shack sales.

Shack Sales

Shack sales represent the aggregate sales of food, beverages and Shake Shack branded merchandise at our domestic company-operated Shacks. Shack sales in any period are directly influenced by the number of operating weeks in such period, the number of open Shacks and same-Shack sales. Same-Shack sales means, for any reporting period, sales for the comparable Shack base, which we define as the number of domestic company-operated Shacks open for 24 months or longer.


		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Shack sales						$	89,519			$	147,876				$	227,567			$	276,445
	Percentage of total revenue		97.5		%			96.8	%			96.9		%			96.9	%
	Dollar change compared to prior year		$	(58,357)								$	(48,878)
	Percentage change compared to prior year		(39.5)		%							(17.7)		%

The decrease in Shack sales for the thirteen and twenty-six weeks ended June 24, 2020 was primarily due to lost sales related to the impact from the COVID-19 pandemic, Furthermore, Shack sales were negatively impacted by an estimated $3.2 million due to nationwide protests and resulting curfews causing temporary Shack closures and reduced operating hours during the two

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week period from May 28th through June 10th. These decreases were partially offset by the opening of 31 new domestic company-operated Shacks between June 26, 2019 and June 24, 2020.

Same-Shack sales decreased 49.0% in the second quarter of 2020 and 31.3% in the twenty-six weeks ended June 24, 2020, driven by the adverse impact of reduced traffic resulting from the COVID-19 pandemic, with Shacks located in typically dense urban locations acutely impacted by the outbreak. The decrease in same-Shack sales for the quarter was driven by a 60.1% decrease in traffic partially offset by an increase in price mix of 11.1%. This increase in price mix was driven by a 28% increase to total average check as a result of the significant shift into digital channels over the last few months, which have historically carried a higher average check than in-Shack. The decrease in same-Shack sales for the twenty-six weeks ended June 24, 2020 was primarily driven by 38.0% decrease in guest traffic partially offset by an increase in price mix of 6.7%. In the second quarter of 2020, same-Shack sales improved from a 64% decline in fiscal April 2020, to a 42% decline in each of fiscal May and June 2020. As noted herein, fiscal June Shack sales were negatively impacted by nationwide protest activity and resulting curfews. After adjusting for the impact of the protests, same-Shack sales showed sequential improvement, with a 39% decline in fiscal June 2020. For the purpose of calculating same-Shack sales growth, Shack sales for 95 Shacks were included in the comparable Shack base.

Average weekly sales for domestic company-operated Shacks decreased to $45,000 for the second quarter of 2020 compared to $85,000 for the same quarter last year, due to the impact of COVID-19. Average weekly sales have, however, experienced steady increases from $32,000 in fiscal April 2020, to $52,000 in fiscal June 2020 and $56,000 for fiscal July, representing an increase of 2.3 times the low point of the COVID-19 outbreak.

Licensing Revenue

Licensing revenue is comprised 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													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Licensing revenue						$	2,267			$	4,837				$	7,389			$	8,877
	Percentage of total revenue		2.5		%			3.2	%			3.1		%			3.1	%
	Dollar change compared to prior year		$	(2,570)								$	(1,488)
	Percentage change compared to prior year		(53.1)		%							(16.8)		%

The decreases in licensing revenue for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to lost sales related to the COVID-19 pandemic, partially offset by a net increase of 24 Shacks opened between June 26, 2019 and June 24, 2020. Licensing revenue showed gradual improvement, with a 65% decline in fiscal April 2020, a 47% decline in fiscal June 2020, and a 32% decline in fiscal July 2020.

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 and paper costs are variable by nature, changing with sales volume, and are impacted by menu mix and fluctuations in commodity costs, as well as geographic scale and proximity.


		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Food and paper costs						$	30,027			$	42,899				$	69,591			$	80,890
	Percentage of Shack sales		33.5		%			29.0	%			30.6		%			29.3	%
	Dollar change compared to prior year		$	(12,872)								$	(11,299)
	Percentage change compared to prior year		(30.0)		%							(14.0)		%

The decreases in food and paper costs for the second quarter of June 24, 2020 were primarily due to a decline in sales volume related to the COVID-19 pandemic, partially offset by the opening of 31 new domestic company-operated Shacks between June 26, 2019 and June 24, 2020.

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As a percentage of Shack sales, the increase in food and paper costs for the thirteen and twenty-six weeks ended June 24, 2020 was primarily due to sales deleverage resulting from the impact of COVID-19, significant inflation in beef prices, increased paper and packaging costs, a number of incremental payroll costs and higher delivery commissions. For the large part of the second quarter of 2020, we experienced significant inflation in beef, with cost nearly double that of last year for most of June. Beef prices have since returned to more normalized levels, however this increase negatively impacted Food and Paper costs by approximately $2.5 million. Furthermore, the Company had significantly higher paper and packaging costs, with all orders packaged in sealed bags, impacting Food and Paper costs by approximately $1.4 million. For the twenty-six weeks ended June 24, 2020, as a percentage of Shack sales, the increase in food and paper costs were due to sales deleverage resulting from the COVID-19 pandemic, lower chicken costs primarily from lapping the promotional launch of Chick'n Bites, which carried higher costs, and was partially offset by significant inflation in beef prices, higher paper and packaging costs and a non-recurring inventory adjustment, as described in the "Non-GAAP Financial Measures" section, herein.

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, we expect labor costs to 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.


		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Labor and related expenses						$	30,933			$	40,197				$	72,699			$	77,290
	Percentage of Shack sales		34.6		%			27.2	%			31.9		%			28.0	%
	Dollar change compared to prior year		$	(9,264)								$	(4,591)
	Percentage change compared to prior year		(23.0)		%							(5.9)		%

The decreases in labor and related expenses for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to significant reductions in staffing expenses across all Shacks associated with the impact of COVID-19. These decreases were partially offset by the opening of 31 new domestic company-operated Shacks between June 26, 2019 and June 24, 2020, and incremental payroll costs of $2.4 million as a result of a temporary 10% premium pay raise to hourly employees, guaranteed bonuses for Shack managers, and payments related to scheduling changes for hourly team members as teams navigated the challenging operating conditions caused by COVID-19, during the second quarter of 2020.

As a percentage of Shack sales, the increase in labor and related expenses for the thirteen and twenty-six weeks ended June 24, 2020 was primarily due to sales deleverage associated with the impact of COVID-19 and, to a lesser extent, increases in starting wages, partially offset by the reduction of labor hours.

Other Operating Expenses

Other operating expenses consist of 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													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Other operating expenses						$	14,304			$	16,755				$	32,083			$	32,323
	Percentage of Shack sales		16.0		%			11.3	%			14.1		%			11.7	%
	Dollar change compared to prior year		$	(2,451)								$	(240)
	Percentage change compared to prior year		(14.6)		%							(0.7)		%

The decreases in other operating expenses for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to the reduction in expenses across all Shacks associated with the impact of COVID-19, partially offset by the opening of 31 new domestic company-operated Shacks between June 26, 2019 and June 24, 2020, and higher delivery expense associated with increased penetration of delivery sales during the quarter.

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As a percentage of Shack sales, the increase in other operating expenses for the thirteen and twenty-six weeks ended June 24, 2020 was primarily due to higher delivery commission associated with increased delivery sales and sales deleverage associated with the impact of COVID-19, as described herein.

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													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Occupancy and related expenses						$	12,323			$	11,873				$	24,881			$	22,772
	Percentage of Shack sales		13.8		%			8.0	%			10.9		%			8.2	%
	Dollar change compared to prior year		$	450								$	2,109
	Percentage change compared to prior year		3.8		%							9.3		%

This increases in occupancy and related expenses for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to the opening of 31 new domestic company-operated Shacks between June 26, 2019 and June 24, 2020.

As a percentage of Shack sales, the increase in occupancy and related expenses for the thirteen and twenty-six weeks ended June 24, 2020 was primarily due to sales deleverage associated with the impact of COVID-19.

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													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
General and administrative expenses						$	14,017			$	15,393				$	30,208			$	29,330
	Percentage of total revenue		15.3		%			10.1	%			12.9		%			10.3	%
	Dollar change compared to prior year		$	(1,376)								$	878
	Percentage change compared to prior year		(8.9)		%							3.0		%

The decrease in general and administrative expenses for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to reduced staffing levels, and cuts across the majority of discretionary spend categories, partially offset by increased technology expense to support further digital enhancements, as well as higher professional fees of approximately $0.3 million related to the April equity offering and the implementation of the CARES Act, with additional costs expected in the third quarter of 2020.

As a percentage of total revenue, the increases in general and administrative expenses for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to sales deleverage associated with the impact of COVID-19.

Depreciation Expense

Depreciation expense consists of the depreciation of fixed assets, including leasehold improvements and equipment.


		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Depreciation expense						$	12,089			$	9,799				$	23,857			$	18,765
	Percentage of total revenue		13.2		%			6.4	%			10.2		%			6.6	%
	Dollar change compared to prior year		$	2,290								$	5,092
	Percentage change compared to prior year		23.4		%							27.1		%

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The increases in depreciation expense for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to incremental depreciation of capital expenditures related to the opening of 31 new domestic company-operated Shacks between June 26, 2019 and June 24, 2020.

As a percentage of total revenue, the increases in depreciation expense for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to sales deleverage associated with the impact of COVID-19.

Pre-Opening Costs

Pre-opening costs consist primarily of legal fees, rent, managers' salaries, training costs, employee payroll and related expenses, costs to relocate and compensate Shack management teams prior to an opening and wages, travel and lodging costs for our opening training team and other supporting team members. 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 may initially experience higher pre-opening costs than our established geographic market areas, 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													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Pre-opening costs						$	1,734			$	3,549				$	3,977			$	6,191
	Percentage of total revenue		1.9		%			2.3	%			1.7		%			2.2	%
	Dollar change compared to prior year		$	(1,815)								$	(2,214)
	Percentage change compared to prior year		(51.1)		%							(35.8)		%

The decreases in pre-opening costs for the thirteen and twenty-six weeks ended June 24, 2020 were due to the lower number of new domestic company-operated Shacks opened during the current period compared to the prior-year period.

Impairment and Loss on Disposal of Property and Equipment

Impairment and loss on disposal of assets include 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 consists primarily of furniture, equipment and fixtures that were replaced in the normal course of business.


		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Impairment and loss on disposal of property and equipment						$	434			$	377				$	2,522			$	728
	Percentage of total revenue		0.5		%			0.2	%			1.1		%			0.3	%
	Dollar change compared to prior year		$	57								$	1,794
	Percentage change compared to prior year		15.1		%							246.4		%

The increase in impairment and loss on disposal of property and equipment for the thirteen and twenty-six weeks ended June 24, 2020 was primarily due to the number of Shacks maturing in our base and renovations. For the twenty-six weeks ended June 24, 2020, the increase was also due to an asset impairment charge of $1.1 million in the current period.

Other Income, Net

Other income, net consists of interest income, dividend income and net unrealized and realized gains and losses from the sale of marketable securities.

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		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Other income, net						$	394			$	447				$	301			$	1,011
	Percentage of total revenue		0.4		%			0.3	%			0.1		%			0.4	%
	Dollar change compared to prior year		$	(53)								$	(710)
	Percentage change compared to prior year		(11.9)		%							(70.2)		%

The decrease in other income, net for the thirteen weeks ended June 24, 2020 was primarily due to a decrease in dividend income partially offset by unrealized gains related to our investments in marketable securities. For the twenty-six weeks ended June 24, 2020, the decrease was primarily due to a decrease in dividend income and unrealized losses related to our investments in marketable securities.

Interest Expense

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


		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Interest expense						$	(442)			$	(97)				$	(554)			$	(169)
	Percentage of total revenue		(0.5)		%			(0.1)	%			(0.2)		%			(0.1)	%
	Dollar change compared to prior year		$	(345)								$	(385)
	Percentage change compared to prior year		355.7		%							227.8		%

The increases in interest expense for the thirteen and twenty-six weeks ended June 24, 2020 was primarily due to an increase in interest and fees associated with our Revolving Credit Facility in the current year.

Income Tax Expense

We are the sole managing member of SSE Holdings, which 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 generated by SSE Holdings.


		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Income tax expense						$	(6,092)			$	1,050				$	(6,005)			$	3,097
	Percentage of total revenue		(6.6)		%			0.7	%			(2.6)		%			1.1	%
	Dollar change compared to prior year		$	(7,142)								$	(9,102)
	Percentage change compared to prior year		(680.2)		%							(293.9)		%

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expected to be realized before the expiration of the carryforward period. These were partially offset by a reduction in the tax effect of changes related to the adoption of new accounting standards, for which there were none during the twenty-six weeks ended June 24, 2020. Additionally, as noted above, an increase in our ownership interest in SSE Holdings increases our share of the taxable income (loss) of SSE Holdings. Our weighted-average ownership interest in SSE Holdings was 92.0% and 80.3% for the twenty-six weeks ended June 24, 2020 and June 26, 2019, respectively.

Net Income (Loss) Attributable to 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, representing the portion of net income 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 and other comprehensive income to Shake Shack Inc. and the non-controlling interest holders.


		Thirteen Weeks Ended													Twenty-Six Weeks Ended
(dollar amounts in thousands)						June 24 2020				June 26 2019					June 24 2020				June 26 2019
Net income (loss) attributable to non-controlling interests						$	(1,820)			$	2,141				$	(1,939)			$	3,202
	Percentage of total revenue		(2.0)		%			1.4	%			(0.8)		%			1.1	%
	Dollar change compared to prior year		$	(3,961)								$	(5,141)
	Percentage change compared to prior year		(185.0)		%							(160.6)		%

The decreases in net income (loss) attributable to non-controlling interests for the thirteen and twenty-six weeks ended June 24, 2020 were primarily due to a decline in net results causing a loss for the period, and a decrease in the non-controlling interest holders' weighted average ownership, which was 7.7% and 19.0% for the thirteen weeks ended June 24, 2020 and June 26, 2019, respectively, and 8.0% and 19.7% for the twenty-six weeks ended June 24, 2020 and June 26, 2019, respectively.

NON-GAAP FINANCIAL MEASURES

To supplement the consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“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 (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share (collectively the "non-GAAP financial measures").

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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 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 compensation as it serves as a metric in certain of our performance-based employee 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 our Shacks, as these measures depict the operating results that are directly impacted by our Shacks and exclude items that may not be indicative of, or are unrelated to, the ongoing operations of our Shacks. It may also assist investors to evaluate our performance relative to peers of various sizes and maturities and provides greater transparency with respect to how our management evaluates our business, as well as 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 our Shacks. Therefore, this measure may not provide a complete understanding of the 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 our GAAP financial results. A reconciliation of Shack-level operating profit to operating income, the most directly comparable GAAP financial measure, is as follows.


		Thirteen Weeks Ended												Twenty-Six Weeks Ended
(dollar amounts in thousands)			June 24 2020				June 26 2019				June 24 2020				June 26 2019
Operating income (loss)			$	(24,075)			$	11,871			$	(24,862)			$	17,033
Less:
	Licensing revenue	2,267				4,837				7,389				8,877
Add:
	General and administrative expenses	14,017				15,393				30,208				29,330
	Depreciation expense	12,089				9,799				23,857				18,765
	Pre-opening costs	1,734				3,549				3,977				6,191
	Loss on disposal of property and equipment	434				377				2,522				728
Shack-level operating profit			$	1,932			$	36,152			$	28,313			$	63,170

Total revenue			$	91,786			$	152,713			$	234,956			$	285,322
Less: licensing revenue			2,267				4,837				7,389				8,877
Shack sales			$	89,519			$	147,876			$	227,567			$	276,445

Shack-level operating profit margin			2.2		%		24.4		%		12.4		%		22.9		%

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EBITDA and Adjusted EBITDA

EBITDA is defined as net income before interest expense (net of interest income), income tax expense and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA (as defined above) excluding equity-based compensation expense, deferred lease cost, losses on the disposal of property and equipment, amortization of cloud-based software implementation costs, as well as certain non-recurring items that we don't believe directly reflect our core operations and may not be indicative of our recurring business operations.

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 our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.

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 our GAAP financial measures. A reconciliation of EBITDA and adjusted EBITDA to net income, the most directly comparable GAAP measure, is as follows.


	Thirteen Weeks Ended										Twenty-Six Weeks Ended
(in thousands)		June 24 2020			June 26 2019			June 24 2020				June 26 2019
Net income (loss)		$	(18,031)		$	11,171		$	(19,110)			$	14,778
Depreciation expense		12,089			9,799			23,857				18,765
Interest expense, net		442			97			554				169
Income tax expense		(6,092)			1,050			(6,005)				3,097
EBITDA		(11,592)			22,117			(704)				36,809

Equity-based compensation		1,419			2,235			2,719				3,955
Amortization of cloud-based software implementation costs⁽¹⁾		368			—			628				—
Deferred lease costs⁽²⁾		479			715			149				1,300
Impairment and loss on disposal of property and equipment⁽³⁾		434			377			2,522				728
Other income related to adjustment of liabilities under tax receivable agreement		—			—			—				(14)
Executive transition costs⁽⁴⁾		34			88			68				126
Project Concrete⁽⁵⁾		24			213			(237)				685

Hong Kong office⁽⁶⁾		—			171			—				171

Other⁽⁷⁾		—			—			285				—


Adjusted EBITDA		$	(8,834)		$	25,916		$	5,430			$	43,760

Adjusted EBITDA margin⁽⁸⁾		(9.6)		%	17.0		%	2.3		%		15.3		%

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(1) Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within general and administrative expenses.

(2) Reflects the extent to which lease expense is greater than or less than contractual fixed base rent.

(3) For the twenty-six weeks ended June 24, 2020, this amount includes a non-cash impairment charge of $1.1 million related to one Shack.

(4) Represents fees paid in connection with the search and hiring of certain executive and key management positions.

(5) Represents consulting and advisory fees related to the our enterprise-wide system upgrade initiative called Project Concrete.

(6) Represents costs associated with establishing our first international office in Hong Kong.

(7) Represents incremental expenses incurred related to an inventory adjustment and certain employee-related expenses.

(8) Calculated as a percentage of total revenue, which was $91,786 and $234,956 for the thirteen and twenty-six weeks ended June 24, 2020, respectively, and $152,713 and $285,322 for the thirteen and twenty-six weeks ended June 26, 2019, respectively.

Adjusted Pro Forma Net Income (Loss) and Adjusted Pro Forma Earnings (Loss) Per Fully Exchanged and Diluted Share

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

How These Measures Are Useful

When used in conjunction with GAAP financial measures, adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) 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 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 (loss) per fully exchanged and diluted share may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income and adjusted pro forma earnings (loss) per fully exchanged and diluted share should not be considered alternatives to net income (loss) and earnings (loss) per share, as determined under GAAP. While these measures are useful in evaluating our performance, it does not account for the earnings attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the net income attributable to Shake Shack Inc. Adjusted pro forma net income (loss) and adjusted pro forma earnings (loss) per fully exchanged and diluted share should be evaluated in conjunction with our GAAP financial results. A reconciliation of adjusted pro forma net income (loss) to net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings (loss) per fully exchanged and diluted share are set forth below.

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			Thirteen Weeks Ended											Twenty-Six Weeks Ended
(in thousands, except per share amounts)						June 24 2020				June 26 2019				June 24 2020				June 26 2019
Numerator:
	Net income (loss) attributable to Shake Shack Inc.			$	(16,211)			$	9,030			$	(17,171)			$	11,576
	Adjustments:
		Reallocation of net income attributable to non-controlling interests from the assumed exchange of LLC Interests⁽¹⁾	(1,820)			2,141				(1,939)				3,202
		Executive transition costs⁽²⁾	34			88				68				126
		Project Concrete⁽³⁾	24			213				(237)				685

		Hong Kong office⁽⁴⁾	—			171				—				171

		Other⁽⁵⁾	—			—				285				—


		Other income related to adjustment of liabilities under tax receivable agreement	—			—				—				(14)
		Tax effect of change in tax basis related to the adoption of new accounting standards⁽⁶⁾	—			—				—				1,161
		Income tax expense⁽⁷⁾	(286)			(1,397)				1,533				(1,712)
	Adjusted pro forma net income (loss)			$	(18,259)			$	10,246			$	(17,461)			$	15,195

Denominator:
	Weighted-average shares of Class A common stock outstanding—diluted			37,309				31,015				35,876				30,703
	Adjustments:
		Assumed exchange of LLC Interests for shares of Class A common stock⁽¹⁾	3,117			7,088				3,131				7,314
	Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted			40,426				38,103				39,007				38,017

Adjusted pro forma earnings (loss) per fully exchanged share—diluted						$	(0.45)			$	0.27			$	(0.45)			$	0.40


		Thirteen Weeks Ended								Twenty-Six Weeks Ended
				June 24 2020			June 26 2019			June 24 2020			June 26 2019
Earnings (loss) per share of Class A common stock - diluted				$	(0.43)		$	0.29		$	(0.48)		$	0.38
	Assumed exchange of LLC Interests for shares of Class A common stock⁽¹⁾		(0.01)			—			(0.01)			0.01
	Non-GAAP adjustments⁽⁸⁾		(0.01)			(0.02)			0.04			0.01
Adjusted pro forma earnings (loss) per fully exchanged share—diluted				$	(0.45)		$	0.27		$	(0.45)		$	0.40

(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) attributable to non-controlling interests.

(2) Represents costs incurred in connection with our executive search, including fees paid to an executive recruiting firm.

(3) Represents consulting and advisory fees related to our enterprise-wide system upgrade initiative called Project Concrete.

(4) Represents costs associated with establishing our first international office in Hong Kong.

(5) Represents incremental expenses incurred related to an inventory adjustment and certain employee-related expenses.

(6) Represents tax effect of change in tax basis related to the adoption of the new lease accounting standard for the thirteen and twenty-six weeks ended June 26, 2019.

(7) Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 24.1% and 30.2% for the thirteen and twenty-six weeks ended June 24, 2020, respectively, and 19.3% and 19.4% for the thirteen and twenty-six weeks ended June 26, 2019, respectively. Additionally, the thirteen and twenty-six weeks ended June 24, 2020 includes the establishment of a valuation allowance.

(8) Represents the per share impact of non-GAAP adjustments for each period. Refer to the reconciliation of Adjusted Pro Forma Net Income above for further details.

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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 June 24, 2020, we maintained a cash and cash equivalents balance of $174.0 million and a short-term investments balance of $16.8 million.

On June 8, 2018, 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 infrastructure.

In addition, we are obligated to make payments to certain members of SSE Holdings under the Tax Receivable Agreement. As of June 24, 2020, such obligations totaled $228.1 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. 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.

COVID-19 Pandemic

In response to the uncertain market conditions resulting from the COVID-19 pandemic, we have taken the following actions.

•On April 17, 2020, we announced an ATM Program, under which we may offer and sell shares of our Class A common stock having an aggregate price of up to $75.0 million from time to time. On April 21, 2020, we completed the sale of 233,467 shares of our Class A common stock pursuant to the ATM Program and received $9.8 million of proceeds, net of commissions. The proceeds were used to purchase newly-issued LLC Interests.

•On April 21, 2020, we completed an underwritten offering of 3,416,070 shares of our Class A common stock, resulting in $135.9 million of proceeds, net of underwriting discounts and commissions. The proceeds were used to purchase newly-issued LLC Interests.

•In May 2020, we entered into an amendment to our Revolving Credit Facility that provides for a number of enhanced modifications to reflect the current and ongoing impact from COVID-19. In March 2020, we drew down the full $50,000 available under the Revolving Credit Facility to enhance liquidity and financial flexibility given the uncertain market conditions created by the COVID-19 pandemic. We repaid this amount in full, plus interest, in June 2020. As of June 24, 2020, we were in compliance with all covenants.

We believe our existing cash and marketable securities balances, combined with the actions we have taken in response to COVID-19, 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.


	Twenty-Six Weeks Ended
(in thousands)	June 24 2020		June 26 2019
Net cash provided by operating activities	$	17,993	$	35,891
Net cash used in investing activities	(17,905)		(29,713)
Net cash provided by (used in) financing activities	136,797		(1,195)
Increase in cash	136,885		4,983
Cash at beginning of period	37,099		24,750
Cash at end of period	$	173,984	$	29,733

Operating Activities

For the twenty-six weeks ended June 24, 2020 net cash provided by operating activities was $18.0 million compared to $35.9 million for the twenty-six weeks ended June 26, 2019, a decrease of $17.9 million. This decrease was primarily driven by a decrease in Shack-level operating profit due to the impact of COVID-19, as well as higher general and administrative costs including higher annual bonus payments.

Investing Activities

For the twenty-six weeks ended June 24, 2020 net cash used in investing activities was $17.9 million compared to $29.7 million used in investing activities for the twenty-six weeks ended June 26, 2019, a decrease of $11.8 million. This decrease was primarily due to a decrease of $18.4 million in capital expenditures, as well as a decrease of $7.0 million of proceeds from sales of marketable securities.

Financing Activities

For the twenty-six weeks ended June 24, 2020 net cash provided by financing activities was $136.8 million compared to net cash used in financing activities of $1.2 million for the twenty-six weeks ended June 26, 2019, an increase of $138.0 million. This increase is primarily due to $145.7 million in net cash proceeds from the issuance of Class A common stock, partially offset by increased payments made under the Tax Receivable Agreement and distributions to our non-controlling interest holders.

Revolving Credit Facility

In August 2019, we terminated our previous revolving credit facility and entered into a new Revolving Credit Facility agreement, which permits borrowings up to $50.0 million, of which the entire amount is available immediately, with the ability to increase available borrowings up to an additional $100.0 million, to be made available subject to satisfaction of certain conditions. The Revolving Credit Facility will mature and all amounts outstanding will be due and payable in August 2024. The Revolving Credit Facility also permits the issuance of letters of credit upon our request of up to $15.0 million. Borrowings under the Revolving Credit facility will bear interest at either: (i) LIBOR plus a percentage ranging from 1.0% to 1.5% or (ii) the base rate plus a percentage ranging from 0.0% to 0.5%, in each case depending on our net lease adjusted leverage ratio. To the extent the LIBOR reference rate is no longer available, the administrative agent, in consultation with us, will determine a replacement rate which will be generally in accordance with similar transactions in which it serves as administrative agent.

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In March 2020, we drew down the full $50.0 million available under the Revolving Credit Facility to enhance liquidity and financial flexibility given the uncertain market conditions created by the COVID-19 pandemic. We repaid the full amount we drew down plus interest in June 2020.

In May 2020, we entered into a First Amendment to the Revolving Credit Facility, which, among other things, provides for modified financial covenant compliance requirements for a period of time. The First Amendment requires us to maintain minimum liquidity of $25.0 million through July 1, 2021 and outstanding borrowings during the applicable period covered by the First Amendment bear interest at either: (i) LIBOR plus a percentage ranging from 1.0% to 2.5% or (ii) the base rate plus a percentage ranging from 0.0% to 1.50%, in each case depending on our net lease adjusted leverage ratio.

CONTRACTUAL OBLIGATIONS

There have been no material changes to the contractual obligations as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2019, other than those made in the ordinary course of business.

OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes to our off-balance sheet arrangements as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2019.

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 25, 2019.

Recently Issued Accounting Pronouncements

See "Note 2: Summary of Significant Accounting Policies—Recently Issued Accounting Pronouncements” 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 25, 2019.

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 June 24, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 15: Commitments and Contingencies—Legal Contingencies.

Item 1A. Risk Factors.

The following additional risk factors should be read in conjunction with the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 25, 2019, which are modified and updated by the risk factors set forth below.

Pandemics or disease outbreaks, such as the recent outbreak of the novel coronavirus (COVID-19 virus), have disrupted, and may continue to disrupt, our business, and have materially affected our operations and results of operations.

Pandemics or disease outbreaks such as the COVID-19 virus have and may continue to impact customer traffic at our restaurants, may make it more difficult to staff our restaurants and, in more severe cases, may cause a temporary inability to obtain supplies and increase commodity costs. In recent months, we were forced to temporarily close many of our restaurants and shifted to a “to-go” and curbside operating model in our domestic company-operated Shacks, and only recently have resumed limited sit-down dining in some areas. We have also modified hours or reductions in on-site staff, resulting in cancelled shifts for some of our employees. COVID-19 may also materially adversely affect our ability to implement our growth plans, including delays in construction of new restaurants or adversely impact our overall ability to successfully execute our plans to enter into new markets. These changes have negatively impacted our results of operations, and these and any additional changes may materially adversely affect our business or results of operations in the future, and may impact our liquidity or financial condition, particularly if these changes are in place for a significant amount of time.

In addition, our operations have been further disrupted when employees or employees of our business partners are suspected of having COVID-19 or other illnesses since this has required us or our business partners to quarantine some or all such employees and close and disinfect our impacted restaurant facilities. If a significant percentage of our workforce or the workforce of our business partners are unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition or results of operations. In addition, we are required by local and state regulations to report employees who have contacted or been exposed to the virus.

Furthermore, such viruses may be transmitted through human contact and airborne delivery, and the risk of contracting viruses could continue to cause employees or guests to avoid gathering in public places, which has had, and could further have, adverse effects on our restaurant guest traffic or the ability to adequately staff restaurants. We have been adversely affected when government authorities have imposed and continue to impose restrictions on public gatherings, human interactions, operations of restaurants or mandatory closures, seek voluntary closures, restrict hours of operations or impose curfews, restrict the import or export of products or if suppliers issue mass recalls of products. Additional regulation or requirements with respect to the compensation of our employees could also have an adverse effect on our business. Even if such measures are not implemented and a virus or other disease does not spread significantly within a specific area, the perceived risk of infection or health risk in such area may adversely affect our business, liquidity, financial condition and results of operations. Additionally, different jurisdictions have seen varying levels of outbreaks or resurgences in outbreaks, and corresponding differences in government responses, which may make it difficult for us to plan or forecast an appropriate response.

The COVID-19 pandemic and mitigation measures have also had an adverse impact on global economic conditions, which have had an adverse effect on our business and financial condition. The Company’s sales and operating results may be affected by

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uncertain or changing economic and market conditions arising in connection with and in response to the COVID-19 pandemic, including prolonged periods of high unemployment, inflation, deflation, prolonged weak consumer demand, a decrease in consumer discretionary spending, political instability or other changes. The significance of the operational and financial impact to the Company will depend on how long and widespread the disruptions caused by COVID-19, and the corresponding response to contain the virus and treat those affected by it, prove to be.

The ability of local and international authorities in containing COVID-19 and limiting the spread of infections will impact our business operations. The U.S. and other countries may fail to fully contain COVID-19 or suffer a resurgence in COVID-19, which could have an adverse effect on our business and results of operations. While some state and local governments in the U.S. have started to remove or ease restrictions on certain businesses, including restaurants, there is no guarantee on when other jurisdictions will change their current policies, and jurisdictions that have reduced restrictions may reintroduce restrictions, as some have in those areas where there have been increased outbreak.

Our ability to use our net operating loss carryforwards may be subject to limitation.

As of December 25, 2019, our federal and state net operating loss (“NOL”) carryforwards, for income tax purposes were $104.8 million and $67.4 million, respectively. If not utilized, $53.0 million of our federal NOLs can be carried forward indefinitely, and the remainder will begin to expire in 2035. If not utilized, $6.2 million of our state NOL carryforwards can be carried forward indefinitely, and the remainder will begin to expire in 2023. Federal NOLs incurred in taxable years beginning after December 31, 2017 can be carried forward indefinitely, but the deductibility of federal NOLs in taxable years beginning after December 31, 2020, is subject to certain limitations.

In addition, under Section 382 of the Internal Revenue Code (“IRC”) of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” its ability to use its pre-change NOLs to offset its post-change income may be limited. A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. In connection with the equity offering we conducted a Section 382 study to determine whether the use of our NOLs is limited. While we did not experience an ownership change related to the equity offering in April 2020, we did experience an ownership change in the second quarter of 2018. An ownership change under Section 382 of the IRC establishes an annual limitation to the amount of NOL carryforwards we could utilize to offset our taxable income in a single year. We are in the process of finalizing our analysis, we do not expect that the change in ownership that occurred in 2018 will limit our ability to utilize the NOLs before the expiration of the NOL carryforward period. We may experience ownership changes in the future, including as a result of this offering or subsequent changes in our stock ownership, some of which are outside our control. This could limit the amount of NOLs that we can utilize annually to offset future taxable income or tax liabilities. Subsequent statutory or regulatory changes in respect of the utilization of NOLs for federal or state purposes, such as suspensions on the use of NOLs or limitations on the deductibility of NOLs carried forward, or other unforeseen reasons, may result in our existing NOLs expiring or otherwise being unavailable to offset future income tax liabilities.

If we are unable to maintain compliance with the covenants contained in our current credit facility, we may be unable to make additional borrowings on any undrawn amounts and may be required to repay our then outstanding debt under the facility. In addition, global economic conditions may make it more difficult to access new credit facilities.

Our liquidity position is, in part, dependent upon our ability to borrow under our current credit facility. As disclosed in Part I, Item 1, Note 8: Debt, in August 2019, we entered into a credit facility with Wells Fargo Bank, National Association (“Wells Fargo”), providing for a $50.0 million senior secured Revolving Credit Facility with the ability to increase available borrowings under the credit facility by up to an additional $100.0 million through incremental term and/or revolving credit commitments, subject to the satisfaction of certain conditions set forth in the facility. We are required to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios, in addition to other customary affirmative and negative covenants, including those which (subject to certain exceptions and dollar thresholds) limit our ability to incur debt; incur liens; make investments; engage in mergers, consolidations, liquidations or acquisitions; dispose of assets; make distributions on or repurchase equity securities; engage in transactions with affiliates; and prohibits us, with certain exceptions, from engaging in any line of business not related to our current line of business. In May 2020, we entered into a first amendment to the Revolving Credit Facility (“First Amendment”), which, among other things, provides for modified financial covenant compliance requirements for a period of time. The First Amendment requires us to maintain minimum liquidity of $25,000 through July 1, 2021 and outstanding borrowings during the applicable period covered by the First Amendment bear interest at either: (i) LIBOR plus a percentage ranging from

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1.0% to 2.5% or (ii) the base rate plus a percentage ranging from 0.0% to 1.50%, in each case depending on our net lease adjusted leverage ratio. As of June 24, 2020, we were in compliance with all covenants, however, a failure to comply with the financial covenants under our credit facility would give rise to an event of default under the term of the credit facility, allowing the lenders to refuse to lend additional available amounts to us and giving them the right to terminate the facility and accelerate repayment of any outstanding debt under the credit facility. As a result, we may need to access other capital to address our liquidity needs rather than relying on our credit facility. Our cash resources and liquidity would be substantially impaired by an acceleration of the debt under our credit facility.

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.

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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

10.1

Amendment No. 3 dated March 31, 2020 to Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC

10.2

Distribution Agreement dated April 17, 2020 by and among Shake Shack Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo Securities LLC

8-K

1.1

4/17/2020

10.3

Underwriting Agreement dated April 17, 2020 between Shake Shack Inc. and J.P. Morgan Securities LLC

8-K

1.1

4/21/2020

10.4

First Amendment to Credit Agreement, dated as of May 4, 2020, by and among SSE Holdings, LLC, the Guarantors party thereto, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent

10-Q

10.3

5/4/2020

10.5

Letter Agreement, dated June 18, 2020, between Tristan Walker and Shake Shack Inc.

8-K

1.1

6/18/2020

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.

Shake Shack Inc.

Form 10-Q | 49

Table of Contents

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: July 31, 2020	By:	/s/ Randy Garutti
		Randy Garutti
		Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)

Date: July 31, 2020	By:	/s/ Tara Comonte
		Tara Comonte
		President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

50 | Shake Shack Inc.

Form 10-Q