NON-CONTROLLING INTERESTS

6 Months Ended

Jun. 24, 2020

NON-CONTROLLING INTERESTSWe are the sole managing member of SSE Holdings and, as a result, consolidate the financial results of SSE Holdings. We report a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement, as further amended, (the "LLC Agreement") of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or

exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. Changes in our ownership interest in SSE Holdings while we retain our controlling interest in SSE Holdings will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Interests in SSE Holdings by the other members of SSE Holdings will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

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

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

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


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

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

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


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


Transfers (to) from non-controlling interests:


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


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

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


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

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

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

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