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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 30, 2022

OR

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

For the transition period from _______ to ______

Commission file number: 001-36823

SHAKE SHACK INC.

(Exact name of registrant as specified in its charter)

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

(646) 747-7200

(Registrant's telephone number, including area code)

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

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

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

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

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

Large Accelerated Filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of April 27, 2022, there were 39,223,790 shares of Class A common stock outstanding and 2,906,587 shares of Class B common stock outstanding.

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SHAKE SHACK INC.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Information									1
Part I									2
			Item 1.			Financial Statements (Unaudited)			2
			Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			25
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			39
			Item 4.			Controls and Procedures			39
Part II									40
			Item 1.			Legal Proceedings			40
			Item 1A.			Risk Factors			40
			Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			40
			Item 3.			Defaults Upon Senior Securities			40
			Item 4.			Mine Safety Disclosures			40
			Item 5.			Other Information			40
			Item 6.			Exhibits			41
SIGNATURES									42

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Cautionary Note Regarding Forward-Looking Information

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

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

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

Shake Shack Inc. Form 10-Q | 1

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

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

2 | Shake Shack Inc. Form 10-Q

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)

									March 30 2022						December 29 2021
ASSETS
Current assets:
			Cash and cash equivalents						$	279,251					$	302,406
			Marketable securities						79,676						80,000
			Accounts receivable, net						11,755						13,657
			Inventories						3,780						3,850
			Prepaid expenses and other current assets						12,155						9,763
			Total current assets						386,617						409,676
Property and equipment, net of accumulated depreciation of $236,933 and $222,768, respectively									398,971						389,386
Operating lease assets									346,128						347,277
Deferred income taxes, net									304,166						298,668
Other assets									13,846						12,563
TOTAL ASSETS									$	1,449,728					$	1,457,570
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
			Accounts payable						$	13,395					$	19,947
			Accrued expenses						38,997						36,892
			Accrued wages and related liabilities						16,032						14,638
			Operating lease liabilities, current						36,951						35,519
			Other current liabilities						20,586						14,501
			Total current liabilities						125,961						121,497
Long-term debt									243,804						243,542
Long-term operating lease liabilities									399,487						400,113
Liabilities under tax receivable agreement, net of current portion									234,273						234,045
Other long-term liabilities									20,944						22,773
Total liabilities									1,024,469						1,021,970
Commitments and contingencies (Note 13)
Stockholders' equity:
			Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of March 30, 2022 and December 29, 2021.						—						—
			Class A common stock, $0.001 par value—200,000,000 shares authorized; 39,218,290 and 39,142,397 shares issued and outstanding as of March 30, 2022 and December 29, 2021, respectively.						39						39
			Class B common stock, $0.001 par value—35,000,000 shares authorized; 2,911,587 and 2,921,587 shares issued and outstanding as of March 30, 2022 and December 29, 2021, respectively.						3						3
			Additional paid-in capital						406,981						405,940
			Retained earnings (accumulated deficit)						(6,608)						3,554
			Accumulated other comprehensive income (loss)						—						1
			Total stockholders' equity attributable to Shake Shack Inc.						400,415						409,537
Non-controlling interests									24,844						26,063
Total equity									425,259						435,600
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY									$	1,449,728					$	1,457,570

See accompanying Notes to Condensed Consolidated Financial Statements.

Shake Shack Inc. Form 10-Q | 3

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share amounts)

									Thirteen Weeks Ended
									March 30 2022						March 31 2021
Shack sales									$	196,791					$	150,668
Licensing revenue									6,600						4,614
TOTAL REVENUE									203,391						155,282
Shack-level operating expenses:
			Food and paper costs						59,884						44,630
			Labor and related expenses						60,465						46,382
			Other operating expenses						30,237						23,144
			Occupancy and related expenses						16,276						13,911
General and administrative expenses									31,320						19,565
Depreciation and amortization expense									16,855						13,726
Pre-opening costs									2,712						3,576
Impairment and loss on disposal of assets									577						369
TOTAL EXPENSES									218,326						165,303
LOSS FROM OPERATIONS									(14,935)						(10,021)
Other income (expense), net									(289)						31
Interest expense									(355)						(515)
LOSS BEFORE INCOME TAXES									(15,579)						(10,505)
Benefit from income taxes									(4,297)						(11,080)
NET INCOME (LOSS)									(11,282)						575
Less: Net loss attributable to non-controlling interests									(1,120)						(734)
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.									$	(10,162)					$	1,309
Earnings (loss) per share of Class A common stock:
			Basic						$	(0.26)					$	0.03
			Diluted						$	(0.26)					$	0.01
Weighted average shares of Class A common stock outstanding:
			Basic						39,163						38,948
			Diluted						39,163						42,789

See accompanying Notes to Condensed Consolidated Financial Statements.

4 | Shake Shack Inc. Form 10-Q

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

									Thirteen Weeks Ended
									March 30 2022						March 31 2021
Net income (loss)									$	(11,282)					$	575
Other comprehensive loss, net of tax(1):
			Change in foreign currency translation adjustment						(1)						(1)
						Net change			(1)						(1)
OTHER COMPREHENSIVE LOSS									(1)						(1)
COMPREHENSIVE INCOME (LOSS)									(11,283)						574
Less: Comprehensive loss attributable to non-controlling interests									(1,120)						(734)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.									$	(10,163)					$	1,308

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

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

See accompanying Notes to Condensed Consolidated Financial Statements.

6 | Shake Shack Inc. Form 10-Q

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SHAKE SHACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

																		Thirteen Weeks Ended
																		March 30 2022						March 31 2021
OPERATING ACTIVITIES
Net income (loss) (including amounts attributable to non-controlling interests)																		$	(11,282)					$	575
Adjustments to reconcile net income (loss) to net cash provided by operating activities
			Depreciation and amortization expense															16,855						13,726
			Amortization of debt issuance costs															262						86
			Amortization of cloud computing asset															332						313
			Non-cash operating lease cost															13,681						12,330
			Equity-based compensation															3,188						1,681
			Deferred income taxes															5,719						(1,523)
			Non-cash interest expense															5						337
			Impairment and loss on disposal of assets															577						369
			Unrealized loss on equity securities															400						46
			Other non-cash income															(1)						(1)
			Changes in operating assets and liabilities:
						Accounts receivable												1,902						626
						Inventories												70						154
						Prepaid expenses and other current assets												(2,392)						(731)
						Other assets												(2,111)						(216)
						Accounts payable												(2,862)						1,474
						Accrued expenses												(10,369)						(9,420)
						Accrued wages and related liabilities												1,394						2,865
						Other current liabilities												5,312						(158)
						Long-term operating lease liabilities												(11,726)						(10,754)
						Other long-term liabilities												(985)						(1,828)
NET CASH PROVIDED BY OPERATING ACTIVITIES																		7,969						9,951
INVESTING ACTIVITIES
Purchases of property and equipment																		(27,974)						(23,155)
Purchases of marketable securities																		(77)						(4,073)
NET CASH USED IN INVESTING ACTIVITIES																		(28,051)						(27,228)
FINANCING ACTIVITIES
Proceeds from issuance of convertible notes, net of discount																		—						243,750
Deferred financing costs																		—						(70)
Payments on principal of finance leases																		(747)						(602)
Distributions paid to non-controlling interest holders																		(302)						(467)
Debt issuance costs																		—						(649)
Proceeds from stock option exercises																		84						6,451
Employee withholding taxes related to net settled equity awards																		(2,108)						(3,010)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES																		(3,073)						245,403
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS																		(23,155)						228,126
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD																		302,406						146,873
CASH AND CASH EQUIVALENTS AT END OF PERIOD																		$	279,251					$	374,999

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			9
Note 2			Summary of Significant Accounting Policies			9
Note 3			Revenue			10
Note 4			Fair Value Measurements			11
Note 5			Supplemental Balance Sheet Information			12
Note 6			Debt			13
Note 7			Leases			14
Note 8			Non-Controlling Interests			17
Note 9			Equity-Based Compensation			18
Note 10			Income Taxes			19
Note 11			Earnings (Loss) Per Share			20
Note 12			Supplemental Cash Flow Information			22
Note 13			Commitments and Contingencies			22
Note 14			Related Party Transactions			23

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NOTE 1: NATURE OF OPERATIONS

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

The Company operates and licenses Shake Shack restaurants ("Shacks"), which serve burgers, chicken, hot dogs, crinkle cut fries, shakes, frozen custard, beer, wine and more. As of March 30, 2022, there were 382 Shacks in operation, system-wide, of which 225 were domestic Company-operated Shacks, 27 were domestic licensed Shacks and 130 were international licensed Shacks.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Shake Shack Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and on a basis consistent in all material respects with the accounting policies described in its Annual Report on Form 10-K for the fiscal year ended December 29, 2021 ("2021 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 its 2021 Form 10-K. In the Company's opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.

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

Fiscal Year

The Company operates on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal 2022 contains 52 weeks and ends on December 28, 2022. Fiscal 2021 contained 52 weeks and ended on December 29, 2021. 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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates.

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Recently Adopted Accounting Pronouncements

The Company adopted the Accounting Standards Updates (“ASUs”) summarized below in fiscal 2022.

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

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 the Company expects to be entitled to in exchange for those goods or services. Revenue from Shack sales is recognized when payment is tendered at the point of sale, net of discounts as the performance obligation has been satisfied.

Sales tax collected from guests is excluded from Shack sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing authorities. Revenue from gift cards is deferred and recognized over time as redemptions occur.

During fiscal 2022, we concluded we have accumulated a sufficient level of historical data from a large pool of homogeneous transactions to allow us to reasonably and objectively determine an estimated gift card breakage rate and the pattern of actual gift card redemptions. Accordingly, we will begin to recognize breakage income and reduce the related gift card liability for unredeemed gift cards in proportion to actual redemptions of gift cards. We will continue to review historical gift card redemption information at each reporting period to assess the continued appropriateness of the gift card breakage rate and pattern of redemption.

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

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

10 | Shake Shack Inc. Form 10-Q

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opening the related Shack. 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 weeks ended March 30, 2022 and March 31, 2021, disaggregated by type was as follows:

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

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

Contract Balances

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

						March 30 2022						December 29 2021
Shack sales receivables						$	6,639					$	6,939
Licensing receivables, net of allowance for doubtful accounts						3,262						4,005
Gift card liability						1,847						3,297
Deferred revenue, current						837						763
Deferred revenue, long-term						13,277						12,669

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

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

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

NOTE 4: FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

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

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

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

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

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

						Thirteen Weeks Ended
						March 30 2022						March 31 2021
Equity securities:
			Dividend income			$	77					$	74
			Unrealized loss on equity securities			(400)						(46)
Total						$	(323)					$	28

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

Assets and liabilities measured at fair value on a non-recurring basis include long-lived assets, operating lease right-of-use assets and indefinite-lived intangible assets. There were no impairment charges recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021.

NOTE 5: SUPPLEMENTAL BALANCE SHEET INFORMATION

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

			March 30 2022						December 29 2021
Sales tax payable			$	4,931					$	4,575
Gift card liability			1,847						3,297
Current portion of financing equipment lease liabilities			2,697						2,711
Legal reserve			6,275						533
Other			4,836						3,385
Other current liabilities			$	20,586					$	14,501

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

			March 30 2022						December 29 2021
Deferred licensing revenue			$	13,277					$	12,669
Long-term portion of financing equipment lease liabilities			4,246						4,303
Other			3,421						5,801
Other long-term liabilities			$	20,944					$	22,773

NOTE 6: DEBT

Long-term debt consisted of the following components:

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

Convertible Notes

In March 2021, the Company issued $250,000 aggregate principal amount of 0% Convertible Senior Notes due 2028 (“Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, the Company pays or delivers, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company's election.

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

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

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

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

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

Contemporaneously with the issuance of the Convertible Notes, Shake Shack Inc. entered into an intercompany note with SSE Holdings (“Intercompany Note”). SSE Holdings promises to pay Shake Shack Inc., for value received, the principal amount with interest of the Intercompany Note in March 2028. Shake Shack Inc. will exercise its right to convert the Intercompany Note to maintain at all times a one-to-one ratio between the number of common units, directly or indirectly, held by Shake Shack Inc. and the aggregate number of outstanding shares of common stock.

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

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

Revolving Credit Facility

The Company also maintains a revolving credit facility agreement ("Revolving Credit Facility"). As of March 30, 2022 and December 29, 2021, no amounts were outstanding under the Revolving Credit Facility.

As of March 30, 2022, the Revolving Credit Facility had unamortized deferred financing costs of $77 which were included in Other assets on the Condensed Consolidated Balance Sheets. Total interest expense related to the Revolving Credit Facility were $36 and $368 for the thirteen weeks ended March 30, 2022 and March 31, 2021, respectively. Interest expense for the thirteen weeks ended March 31, 2021 primarily included the write-off of previously capitalized costs on the Revolving Credit Facility.

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

NOTE 7: LEASES

Nature of Leases

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

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Upon possession of a leased asset, the Company determines whether the lease is an operating or finance lease. Real estate leases are classified as operating leases and most of the equipment leases are classified as finance leases. Generally, real estate leases have initial terms ranging from 10 to 15 years and typically include 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 the Company would exercise the renewal options. Real estate leases typically contain fixed minimum rent payments and/or contingent rent payments which are based upon sales in excess of specified thresholds. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period.

Fixed minimum rent payments are recognized on a straight-line basis over the lease term from the date the Company takes possession of the leased property. Lease expense incurred before a Shack opens is recorded in Pre-opening costs on the Condensed Consolidated Statements of Income (Loss). Once a domestic Company-operated Shack opens, the straight-line lease expense and contingent rent, if applicable, is recorded in Occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss). Many of the leases also require the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in Occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss).

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

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

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

			Classification			March 30 2022						December 29 2021
Operating leases			Operating lease assets			$	346,128					$	347,277
Finance leases			Property and equipment, net			6,733						6,810
Total right-of-use assets						$	352,861					$	354,087
Operating leases:
			Operating lease liabilities, current			$	36,951					$	35,519
			Long-term operating lease liabilities			399,487						400,113
Finance leases:
			Other current liabilities			2,697						2,711
			Other long-term liabilities			4,246						4,303
Total lease liabilities						$	443,381					$	442,646

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

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

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

			Operating Leases						Finance Leases
2022(1)			$	34,003					$	2,252
2023			64,088						2,205
2024			64,127						1,450
2025			62,986						718
2026			59,230						425
Thereafter			255,488						273
Total minimum payments			539,922						7,323
Less: imputed interest			111,396						392
Total lease liabilities			$	428,526					$	6,931

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

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

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

						March 30 2022						December 29 2021
Weighted average remaining lease term (years):
			Operating leases			9.1						9.5
			Finance leases			5.3						5.4
Weighted average discount rate:
			Operating leases			5.2		%				3.9		%
			Finance leases			3.1		%				3.1		%

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

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

NOTE 8: NON-CONTROLLING INTERESTS

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

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

			March 30, 2022												December 29, 2021
			LLC Interests						Ownership %						LLC Interests						Ownership %
Number of LLC Interests held by Shake Shack Inc.			39,218,290						93.1		%				39,142,397						93.1		%
Number of LLC Interests held by non-controlling interest holders			2,911,587						6.9		%				2,921,587						6.9		%
Total LLC Interests outstanding			42,129,877						100.0		%				42,063,984						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 weeks ended March 30, 2022 and March 31, 2021 was 6.9% and 7.0%, respectively.

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

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

The following table summarizes redemptions of LLC Interests activity during the thirteen weeks ended March 30, 2022 and March 31, 2021.

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

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

NOTE 9: EQUITY-BASED COMPENSATION

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

						Thirteen Weeks Ended
						March 30 2022						March 31 2021
Stock options						$	—					$	20
Performance stock units						1,424						414
Restricted stock units						1,764						1,247
Equity-based compensation expense						$	3,188					$	1,681
Total income tax benefit recognized related to equity-based compensation						$	56					$	67

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

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

NOTE 10: INCOME TAXES

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

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

Deferred Tax Assets and Liabilities

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

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

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

Tax Receivable Agreement

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

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

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

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

CARES Act

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

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

NOTE 11: EARNINGS (LOSS) PER SHARE

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

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									Thirteen Weeks Ended
									March 30 2022						March 31 2021
Numerator:
			Net income (loss) attributable to Shake Shack Inc.—basic						$	(10,162)					$	1,309
			Reallocation of net loss attributable to non-controlling interests from the assumed conversion of Class B shares						(1,120)						(734)
			Net income (loss) attributable to Shake Shack Inc.—diluted						$	(11,282)					$	575
Denominator:
			Weighted average shares of Class A common stock outstanding—basic						39,163						38,948
			Effect of dilutive securities:
						Stock options			—						232
						Performance stock units			—						53
						Restricted stock units			—						164
						Convertible Notes			—						451
						Shares of Class B common stock			—						2,941
			Weighted average shares of Class A common stock outstanding—diluted						39,163						42,789
Earnings (loss) per share of Class A common stock—basic									$	(0.26)					$	0.03
Earnings (loss) per share of Class A common stock—diluted									$	(0.26)					$	0.01

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

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

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

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

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

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

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

Shake Shack Inc. Form 10-Q | 21

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NOTE 12: SUPPLEMENTAL CASH FLOW INFORMATION

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

						Thirteen Weeks Ended
						March 30 2022						March 31 2021
Cash paid for:
			Income taxes, net of refunds			$	936					$	388
			Interest, net of amounts capitalized			57						70
Non-cash investing activities:
			Accrued purchases of property and equipment			20,080						12,949
			Capitalized equity-based compensation			25						9
Non-cash financing activities:
			Revolving Credit Facility amendment-related accrual			—						112
			Convertible Notes issuance-related accrual			—						312
			Establishment of liabilities under tax receivable agreement			228						1,094

NOTE 13: COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

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

Purchase Commitments

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

Legal Contingencies

During the thirteen weeks ended March 30, 2022, an accrual in the amount of $6,000 was recorded in connection with settling a private action relating to New York City’s predictive scheduling laws. We are also involved in a related regulatory matter, which, at this time, we are not able to reasonably estimate the outcome of, including any potential financial liability. As a result, no amount has been accrued as of March 30, 2022 and December 29, 2021 relating to this matter.

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

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Liabilities under Tax Receivable Agreement

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

NOTE 14: RELATED PARTY TRANSACTIONS

Union Square Hospitality Group

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

									Thirteen Weeks Ended
			Classification						March 30 2022						March 31 2021
Amounts received from HYC			Licensing revenue						$	104					$	—

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

Madison Square Park Conservancy

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

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

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Olo, Inc.

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

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

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

Block, Inc.

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

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

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

USHG Acquisition Corp.

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

Tax Receivable Agreement

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

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

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Distributions to Members of SSE Holdings

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

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

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

This section and other parts of this Quarterly Report on Form 10-Q ("Form 10-Q") contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"), which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements, including, but not limited to, statements about our growth, strategic plan, and our liquidity. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to any historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "intend," "outlook," "potential," "project," "projection," "plan," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. Some of the factors which could cause results to differ materially from the Company's expectations include the continuing impact of the COVID-19 pandemic, including the potential impact of any COVID-19 variants, the Company's ability to develop and open new Shacks on a timely basis, increased costs or shortages or interruptions in the supply or delivery of our products, increased labor costs or shortages, inflationary pressures, the Company's management of its digital capabilities and expansion into new channels, including drive-thru, our ability to maintain and grow sales at our existing Shacks, and risks relating to the restaurant industry generally. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 29, 2021 ("2021 Form 10-K"). The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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

OVERVIEW

Shake Shack is a modern day "roadside" burger stand serving a classic American menu of premium burgers, chicken, hot dogs, crinkle cut fries, shakes, frozen custard, beer, wine and more. As of March 30, 2022, there were 382 Shacks in operation system-wide, of which 225 were domestic Company-operated Shacks, 27 were domestic licensed Shacks and 130 were international licensed Shacks.

Recent Business Trends

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

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

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

Same-Shack sales represents Shack sales for the comparable Shack base, which is defined as the number of domestic Company-operated Shacks open for 24 full fiscal months or longer. For consecutive days that Shacks were temporarily closed, the comparative period was also adjusted. For the purpose of calculating same-Shack sales for the thirteen weeks ended March 30, 2022, Shack sales for 164 Shacks were included in the comparable Shack base.

Average weekly sales was $68,000 in the first quarter of 2022 compared to $64,000 in the first quarter of 2021 driven by an increase in guest traffic and higher menu prices. Average weekly sales decreased 8.1% compared to the fourth quarter of 2021 driven by lower sales in both urban and suburban Shacks as a result of the Omicron variant.

Shack system-wide sales in the first quarter of 2022 increased 35.6% to $309.5 million versus the same period last year. Shack system-wide sales in the first quarter of 2022 decreased 1.5% compared to the fourth quarter of 2021 driven by COVID-19 related pressures.

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

Development Highlights

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

Location

Type

Opening Date

Dallas, TX — NorthPark Center

Domestic Company-operated

1/12/2022

Carlsbad, CA — Carlsbad

Domestic Company-operated

1/12/2022

Ridgefield, NJ — Vince Lombardi Service Area

Domestic Licensed

1/12/2022

Shanghai, China — iAPM

International Licensed

1/13/2022

Greenwood Village, CO — Greenwood Village

Domestic Company-operated

1/21/2022

Culver City, CA — Westfield Culver City

Domestic Company-operated

1/22/2022

Beijing, China — Indigo

International Licensed

1/25/2022

Livonia, MI — Livonia

Domestic Company-operated

2/10/2022

Alpharetta, GA — Alpharetta

Domestic Company-operated

2/16/2022

Dubai, UAE — Dubai Hills

International Licensed

2/17/2022

Nanjing, China — Deiji Plaza

International Licensed

2/22/2022

Orlando, FL — Vineland Pointe

Domestic Company-operated

3/24/2022

St. Louis, MO — Enterprise Center

Domestic Licensed

3/30/2022

26 | Shake Shack Inc. Form 10-Q

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RESULTS OF OPERATIONS

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

						Thirteen Weeks Ended
(dollar amounts in thousands)						March 30 2022									March 31 2021
Shack sales						$	196,791		96.8		%				$	150,668		97.0		%
Licensing revenue						6,600			3.2		%				4,614			3.0		%
TOTAL REVENUE						203,391			100.0		%				155,282			100.0		%
Shack-level operating expenses(1):
			Food and paper costs			59,884			30.4		%				44,630			29.6		%
			Labor and related expenses			60,465			30.7		%				46,382			30.8		%
			Other operating expenses			30,237			15.4		%				23,144			15.4		%
			Occupancy and related expenses			16,276			8.3		%				13,911			9.2		%
General and administrative expenses						31,320			15.4		%				19,565			12.6		%
Depreciation and amortization expense						16,855			8.3		%				13,726			8.8		%
Pre-opening costs						2,712			1.3		%				3,576			2.3		%
Impairment and loss on disposal of assets						577			0.3		%				369			0.2		%
TOTAL EXPENSES						218,326			107.3		%				165,303			106.5		%
LOSS FROM OPERATIONS						(14,935)			(7.3)		%				(10,021)			(6.5)		%
Other income (expense), net						(289)			(0.1)		%				31			—		%
Interest expense						(355)			(0.2)		%				(515)			(0.3)		%
LOSS BEFORE INCOME TAXES						(15,579)			(7.7)		%				(10,505)			(6.8)		%
Benefit from income taxes						(4,297)			(2.1)		%				(11,080)			(7.1)		%
NET INCOME (LOSS)						(11,282)			(5.5)		%				575			0.4		%
Less: Net loss attributable to non-controlling interests						(1,120)			(0.6)		%				(734)			(0.5)		%
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.						$	(10,162)		(5.0)		%				$	1,309		0.8		%

(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 and gift card breakage income. Shack sales in any period are directly influenced by the number of operating weeks in such period, the number of open Shacks.

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

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

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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
(dollar amounts in thousands)									March 30 2022						March 31 2021
Licensing revenue									$	6,600					$	4,614
			Percentage of total revenue						3.2		%				3.0		%
			Dollar change compared to prior year						$	1,986
			Percentage change compared to prior year						43.0		%

Licensing revenue for the thirteen weeks ended March 30, 2022 increased 43.0% to $6.6 million versus the same period last year. The increase in Licensing revenue was primarily due to the opening of 28 net new licensed Shacks between March 31, 2021 and March 30, 2022 which contributed $1.3 million. Although we continue to see improvement in Licensing revenue, COVID-19 related pressures continue to impact our Asian markets, predominately in China where lockdowns and closures still persist.

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

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

Food and paper costs for the thirteen weeks ended March 30, 2022 increased 34.2% to $59.9 million versus the same period last year. The increase in Food and paper costs for the thirteen weeks ended March 30, 2022 was primarily due to increased sales volume associated with the opening of 33 net new domestic Company-operated Shacks between March 31, 2021 and March 30, 2022.

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

Labor and Related Expenses

Labor and related expenses include domestic Company-operated Shack-level hourly and management wages, bonuses, payroll taxes, equity-based compensation, workers’ compensation expense and medical benefits. As we expect with other variable expense items, labor costs are likely to 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.

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

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

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

Other Operating Expenses

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

									Thirteen Weeks Ended
(dollar amounts in thousands)									March 30 2022						March 31 2021
Other operating expenses									$	30,237					$	23,144
			Percentage of Shack sales						15.4		%				15.4		%
			Dollar change compared to prior year						$	7,093
			Percentage change compared to prior year						30.6		%

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

As a percentage of Shack sales, Other operating expenses for the thirteen weeks ended March 30, 2022 was flat as sales leverage associated with the recovery from COVID-19 was offset by higher facilities costs as noted above.

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
(dollar amounts in thousands)									March 30 2022						March 31 2021
Occupancy and related expenses									$	16,276					$	13,911
			Percentage of Shack sales						8.3		%				9.2		%
			Dollar change compared to prior year						$	2,365
			Percentage change compared to prior year						17.0		%

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

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

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
(dollar amounts in thousands)									March 30 2022						March 31 2021
General and administrative expenses									$	31,320					$	19,565
			Percentage of Total revenue						15.4		%				12.6		%
			Dollar change compared to prior year						$	11,755
			Percentage change compared to prior year						60.1		%

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

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

Depreciation and Amortization Expense

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

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

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

As a percentage of Total revenue, the decrease in Depreciation and amortization expense for the thirteen weeks ended March 30, 2022 was primarily due to sales leverage associated with the recovery from the COVID-19 pandemic.

Pre-Opening Costs

Pre-opening costs consist primarily of legal fees, rent, managers' salaries, training costs, team member 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

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

Pre-opening costs for the thirteen weeks ended March 30, 2022 decreased 24.2% to $2.7 million versus the same period last year. The decrease in Pre-opening costs was 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 Assets

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

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

Other Income (Expense), Net

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

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

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

Interest Expense

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

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

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

Benefit from 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.

									Thirteen Weeks Ended
(dollar amounts in thousands)									March 30 2022						March 31 2021
Benefit from income taxes									$	(4,297)					$	(11,080)
			Percentage of Total revenue						(2.1)		%				(7.1)		%
			Dollar change compared to prior year						$	6,783
			Percentage change compared to prior year						(61.2)		%

Our effective income tax rates for the thirteen weeks ended March 30, 2022 and March 31, 2021 were 27.6% and 105.5%, respectively. The decrease was primarily driven by a decrease in windfall benefits associated with equity-based compensation resulting in the accrual of a valuation allowance in our investment in the partnership as well as higher foreign tax expense, partly offset by an increase in pre-tax loss and higher tax credits. 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 93.1% and 93.0% for the thirteen weeks ended March 30, 2022 and March 31, 2021, respectively.

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

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

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

NON-GAAP FINANCIAL MEASURES

To supplement the Condensed Consolidated Financial Statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP financial measures: Shack-level operating profit, Shack-level operating profit margin, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share (collectively the "non-GAAP financial measures").

Shack-Level Operating Profit

Shack-level operating profit is defined as Shack sales less Shack-level operating expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses.

How This Measure Is Useful

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

Limitations of the Usefulness of this Measure

Shack-level operating profit and Shack-level operating profit margin may differ from similarly titled measures used by other companies due to different methods of calculation. Presentation of Shack-level operating profit and Shack-level operating profit margin is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Shack-level operating profit excludes certain costs, such as General and administrative expenses and Pre-opening costs, which are considered normal, recurring cash operating expenses and are essential to support the operation and development of the Company's Shacks. Therefore, this measure may not provide a complete understanding of the Company's operating results as a whole and Shack-level operating profit and Shack-level operating profit margin should be reviewed in conjunction with the Company's GAAP financial results.

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

						Thirteen Weeks Ended
(dollar amounts in thousands)						March 30 2022						March 31 2021
Loss from operations						$	(14,935)					$	(10,021)
Less:
			Licensing revenue			6,600						4,614
Add:
			General and administrative expenses			31,320						19,565
			Depreciation and amortization expense			16,855						13,726
			Pre-opening costs			2,712						3,576
			Impairment and loss on disposal of assets			577						369
Shack-level operating profit						$	29,929					$	22,601
Total revenue						$	203,391					$	155,282
Less: Licensing revenue						6,600						4,614
Shack sales						$	196,791					$	150,668
Shack-level operating profit margin(1,2)						15.2 %						15.0 %

(1)As a percentage of Shack sales.

(2)For the thirteen weeks ended March 30, 2022, Shack-level operating profit margin includes the $1,281 cumulative catch-up adjustment for gift card breakage income, recognized in Shack sales. The benefit from the cumulative catch-up resulted in a 0.5% increase to Shack-level operating profit margin.

EBITDA and Adjusted EBITDA

EBITDA is defined as Net income (loss) before interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA (as defined above) excluding equity-based compensation expense, deferred lease cost, Impairment and loss on the disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that we do not believe directly reflect the core operations and may not be indicative of the Company's 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 to develop internal budgets and forecasts and also serves as a metric in our performance-based equity incentive programs and certain bonus arrangements. We believe presentation of EBITDA and adjusted EBITDA provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of its 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 the GAAP financial measures.

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

						Thirteen Weeks Ended
(dollar amounts in thousands)						March 30 2022						March 31 2021
Net income (loss)						$	(11,282)					$	575
Depreciation and amortization expense						16,855						13,726
Interest expense, net						355						515
Benefit from income taxes						(4,297)						(11,080)
EBITDA						$	1,631					$	3,736
Equity-based compensation						3,188						1,681
Amortization of cloud-based software implementation costs						332						313
Deferred lease costs(1)						(877)						204
Impairment and loss on disposal of assets						577						369
Debt offering related costs(2)						—						236
Legal settlement						6,000						595
Gift card breakage cumulative catch-up adjustment						(1,281)						—
ADJUSTED EBITDA						$	9,570					$	7,134
Adjusted EBITDA margin(3)						4.7 %						4.6 %

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

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

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

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

Adjusted pro forma net income represents Net income (loss) attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests ("LLC Interests") for shares of Class A common stock, adjusted for certain non-recurring items that we don't believe directly reflect our core operations and may not be indicative of our recurring business operations. Adjusted pro forma earnings per fully exchanged and diluted share is calculated by dividing adjusted pro forma net income (loss) by the weighted-average shares of Class A common stock outstanding, assuming the full exchange of all outstanding LLC Interests, after giving effect to any dilutive securities such as outstanding equity-based awards.

How These Measures Are Useful

When used in conjunction with GAAP financial measures, adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share are supplemental measures of operating performance that we believe are useful measures to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all outstanding LLC Interests, we believe these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in net income (loss) attributable to Shake Shack Inc. driven by increases in our ownership of SSE Holdings, which are unrelated to our operating performance, and excludes items that are non-recurring or may not be indicative of our ongoing operating performance.

Limitations of the Usefulness of These Measures

Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation. Presentation of

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adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should not be considered alternatives to Net income (loss) 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 (loss) attributable to Shake Shack Inc. Adjusted pro forma net income and adjusted pro forma earnings per fully exchanged and diluted share should be evaluated in conjunction with our GAAP financial results. A reconciliation of adjusted pro forma net income to Net income (loss) attributable to Shake Shack Inc., the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully exchanged and diluted share are set forth below.

									Thirteen Weeks Ended
(in thousands, except per share amounts)									March 30 2022						March 31 2021
Numerator:
			Net income (loss) attributable to Shake Shack Inc						$	(10,162)					$	1,309
			Adjustments:
						Reallocation of net loss attributable to non-controlling interests from the assumed exchange of LLC Interests(1)			(1,120)						(734)
						Legal settlement			6,000						595
						Debt offering related costs(2)			—						236
						Revolving Credit Facility amendments related costs(3)			—						323
						Gift card breakage cumulative catch-up adjustment			(1,281)						—
						Impact to income tax benefit(4)			(1,595)						24
Adjusted pro forma net income (loss)									$	(8,158)					$	1,753
Denominator:
			Weighted-average shares of Class A common stock outstanding—diluted						39,163						42,789
			Adjustments:
						Assumed exchange of LLC Interests for shares of Class A common stock(1)			2,920						—
			Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted						42,083						42,789
Adjusted pro forma earnings (loss) per fully exchanged share—diluted									$	(0.19)					$	0.04

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

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

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

(4)Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of 24.9% and 118.8% for the thirteen weeks ended March 30, 2022 and March 31, 2021, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

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

36 | Shake Shack Inc. Form 10-Q

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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. In March 2021, we issued 0% Convertible Senior Notes (“Convertible Notes”), and received $243.8 million of proceeds, net of discounts. Refer to Note 6, Debt, in the accompanying Condensed Consolidated Financial Statements, for additional information.

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

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

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

In addition, we are obligated to make payments to certain members of SSE Holdings under the Tax Receivable Agreement. As of March 30, 2022, such obligations totaled $234.3 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.

We believe our existing cash and marketable securities balances 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.

Summary of Cash Flows

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

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

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Operating Activities

For the thirteen weeks ended March 30, 2022, net cash provided by operating activities was $8.0 million compared to $10.0 million for the thirteen weeks ended March 31, 2021, a decrease of $2.0 million. The decrease was primarily due to a net loss of $11.3 million and changes in working capital partially offset by the impact of non-cash charges of $13.7 million. The changes in working capital were primarily driven by an increase in liabilities related to the settlement of a legal matter partially offset by the settlement of payables.

Investing Activities

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

Financing Activities

For the thirteen weeks ended March 30, 2022, net cash used in financing activities was $3.1 million compared to net cash provided by financing activities of $245.4 million for the thirteen weeks ended March 31, 2021, a decrease of $248.5 million. This decrease was primarily due to $243.8 million in net cash proceeds from the issuance of the Convertible Notes, net of discount and $6.4 million in net cash proceeds from the issuance of Class A common stock during the thirteen weeks ended March 31, 2021.

Convertible Notes

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

Revolving Credit Facility

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

Under the Revolving Credit Facility, we are required to maintain minimum liquidity of $25.0 million beginning in July 2022, and outstanding borrowings bear interest at either: (i) LIBOR, or the Secured Overnight Financing Rate upon the discontinuance or unavailability of LIBOR, plus a percentage ranging from 1.0% to 2.5% or (ii) the base rate plus a percentage ranging from 0.0% to 1.5%, in each case depending on our net lease adjusted leverage ratio.

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

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

38 | Shake Shack Inc. Form 10-Q

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Recently Issued Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal control over financial reporting that occurred during the quarter ended March 30, 2022 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 13, Commitments and Contingencies.

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

40 | Shake Shack Inc. Form 10-Q

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Item 6. Exhibits.

Exhibit Number

Incorporated by Reference

Filed Herewith

Exhibit Description

Form

Exhibit

Filing Date

3.1

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

8-K

3.1

2/10/2015

3.2

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

8-K

3.1

10/4/2019

4.1

Form of Class A Common Stock Certificate

S-1/A

4.1

1/28/2015

31.1

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

*

31.2

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

*

32

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

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*

101.SCH

XBRL Taxonomy Extension Schema Document

*

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

*

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

*

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

*

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

*

104

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

*

#    Furnished herewith.

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SIGNATURES

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

 

			Shake Shack Inc.
			(Registrant)
Date: May 6, 2022			By:			/s/ Randy Garutti
						Randy Garutti
						Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)
Date: May 6, 2022			By:			/s/ Katherine I. Fogertey
						Katherine I. Fogertey
						Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

42 | Shake Shack Inc. Form 10-Q