RELATED PARTY TRANSACTIONS

Union Square Hospitality Group

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

USHG, LLC

Effective January 2015, we entered into an Amended and Restated Management Services Agreement with USHG, LLC ("USHG"), which USHG provides reduced management services to SSE Holdings comprised of executive leadership from members of its senior management, advisory and development services and limited leadership development and human resources services. The initial term of the Amended and Restated Management Services Agreement is through December 31, 2019, with renewal periods.

Amounts paid to USHG for general corporate expenses were $2, $7 and $10 for fiscal 2018, 2017 and 2016, respectively, and are included in general and administrative expenses on the Consolidated Statements of Income (Loss). No amounts were payable to USHG as of December 26, 2018 and December 27, 2017. No amounts were due from USHG as of December 26, 2018 and December 27, 2017.

Hudson Yards Sports and Entertainment

In fiscal 2011, we entered into a Master License Agreement (as amended, an "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. The agreement expires on December 31, 2027 and includes five consecutive five-year renewal options at HYSE's option. As consideration for these rights, HYSE pays us a license fee based on a percentage of net food sales, as defined in the MLA. HYSE also pays us a percentage of profits on sales of branded beverages, as defined in the MLA. Amounts paid to us by HYSE for fiscal 2018, 2017 and 2016 were $420, $452 and $309, respectively, and are included in licensing revenue on the Consolidated Statements of Income (Loss). Total amounts due from HYSE as of December 26, 2018 and December 27, 2017 were $37 and $18, respectively, which are included in other current assets on the Consolidated Balance Sheets.

Madison Square Park Conservancy

The Chairman of our Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which we have a license agreement and pay license fees to operate our Madison Square Park Shack. Amounts paid to Madison Square Park Conservancy as rent amounted to $877, $907 and $1,062 for fiscal 2018, 2017 and 2016, respectively. These amounts are included in occupancy and related expenses on the Consolidated Statements of Income (Loss). Total amounts due to MSP Conservancy were $70 as of December 26, 2018, which is included in accrued expenses on the Consolidated Balance Sheets. No amounts were due to MSP Conservancy as of December 27, 2017.

Additionally, we received tenant improvement allowances from MSP Conservancy related to a reconstruction project which ended in 2015. Amounts paid to us from MSP Conservancy for fiscal 2017 were $200. No amounts were paid to us by MSP Conservancy in fiscal 2018 and 2016. No amounts were due to us from MSP Conservancy as of December 26, 2018 and December 27, 2017.

Share Our Strength

The Chairman of our Board of Directors serves as a director of Share Our Strength, for which Shake Shack holds the "Great American Shake Sale" every year during the month of May to raise money and awareness for childhood hunger. During the Great American Shake Sale, we encourage guests to donate money to Share Our Strength's No Kid Hungry campaign in exchange for a coupon for a free shake. All of the guest donations we collect go directly to Share Our Strength. We raised a total of $343, $633 and $587, in fiscal 2018, 2017 and 2016, respectively, and the proceeds were remitted to Share Our Strength in the respective years. We incurred costs of approximately $53, $148 and $117 for fiscal 2018, 2017 and 2016, respectively, representing the cost of the free shakes redeemed. These costs are included in general and administrative expenses and other operating expenses on the Consolidated Statements of Income (Loss). Additionally, we held a promotional event in August 2016 in which we donated a total of $20 to the Share Our Strength's No Kid Hungry campaign, which is included in general and administrative expenses on the Consolidated Statements of Income (Loss).

Mobo Systems, Inc.

The Chairman of our Board of Directors serves as a director of Mobo Systems, Inc. (also known as "Olo"), a platform we use in connection with our kiosks and web and mobile ordering applications. Amounts paid to Olo for fiscal 2018 and 2017 were $111 and $80, respectively, which are included in other operating expenses on the Consolidated Statements of Income (Loss). No amounts were paid to Olo for fiscal 2016. No amounts were payable to Olo as of December 26, 2018 and December 27, 2017.

Square, Inc.

In July 2017, our Chief Executive Officer joined the Board of Directors of Square, Inc. ("Square"). We currently use certain point-of-sale applications, payment processing services, hardware and other enterprise platform services in connection with the processing of a limited amount of sales at certain of our Shacks, sales for certain off-site events and in connection with our kiosk technology. Additionally, we partnered with Caviar, Square’s food ordering service for delivery services, in a number of cities for limited-time delivery promotions.

Tax Receivable Agreement

In connection with our IPO, we entered into a Tax Receivable Agreement with certain non-controlling interest holders that provides for the payment by us to the non-controlling holders of 85% of the amount of any tax benefits that Shake Shack actually realizes or in some cases is deemed to realize as a result of (i) increases in the tax basis of the net assets of SSE Holdings resulting from any redemptions or exchanges of LLC Interests and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. See Note 15 for further information. In fiscal 2017, payments of $4,910, inclusive of interest, were made to the non-controlling interest holders. There were no amounts paid under the Tax Receivable Agreement to the non-controlling interest holders during fiscal 2018 and 2016. As of December 26, 2018 and December 27, 2017, total amounts due under the Tax Receivable Agreement were $203,725 and $159,373, respectively.

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. During fiscal 2018, 2017 and 2016, tax distributions of $751, $2,379 and $1,745, respectively, were paid to non-controlling interest holders. No tax distributions were payable to non-controlling interest holders as of December 26, 2018 and December 27, 2017.