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NON-CONTROLLING INTERESTS

9 Months Ended

Sep. 23, 2020

Noncontrolling Interest [Abstract]

NON-CONTROLLING INTERESTS

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 September 23, 2020 and December 25, 2019.

			September 23, 2020												December 25, 2019
			LLC Interests						Ownership%						LLC Interests						Ownership %
Number of LLC Interests held by Shake Shack Inc.			38,280,102						92.5		%				34,417,302						91.6		%
Number of LLC Interests held by non-controlling interest holders			3,112,002						7.5		%				3,145,197						8.4		%
Total LLC Interests outstanding			41,392,104						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 thirty-nine weeks ended September 23, 2020 was 7.5% and 7.9%, respectively. The non-controlling interest holders' weighted average ownership percentage for the thirteen and thirty-nine weeks ended September 25, 2019 was 14.4% and 17.9%, respectively.

The following table summarizes the effects of changes in ownership of SSE Holdings on our equity during the thirteen and thirty-nine weeks ended September 23, 2020 and September 25, 2019.

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 23 2020						September 25 2019						September 23 2020						September 25 2019
Net income (loss) attributable to Shake Shack Inc.						$	(5,559)					$	10,344					$	(22,730)					$	21,920
Transfers (to) from non-controlling interests:
			Increase in additional paid-in capital as a result of the redemption of LLC Interests			44						1,634						239						7,115
			Increase in additional paid-in-capital as a result of the GTC Merger			—						19,218						—						19,218
			Increase (decrease) in additional paid-in capital as a result of activity under stock compensation plans and the related income tax effect			367						1,789						627						2,718
			Increase in additional paid-in-capital as a result of the issuance of Class A common stock sold in equity offerings			—						—						135,718						—
Total effect of changes in ownership interest on equity attributable to Shake Shack Inc.						$	(5,148)					$	32,985					$	113,854					$	50,971

The following table summarizes redemptions of LLC Interests activity during the thirteen and thirty-nine weeks ended September 23, 2020 and September 25, 2019.

						Thirteen Weeks Ended												Thirty-Nine Weeks Ended
						September 23 2020						September 25 2019						September 23 2020						September 25 2019
Redemption and acquisition of LLC Interests
			Number of LLC Interests redeemed by non-controlling interest holders			5,000						231,599						33,195						1,057,737
			Number of LLC Interests acquired in connection with the Gramercy Tavern Merger			—						2,690,263						—						2,690,263
			Number of LLC Interests received by Shake Shack Inc.			5,000						231,599						33,195						1,057,737
Issuance of Class A common stock
			Shares of Class A common stock issued in connection with redemptions of LLC Interests			5,000						231,599						33,195						1,057,737
			Shares of Class A common stock issued in connection with the Gramercy Tavern Merger			—						2,690,263						—						2,690,263
Cancellation of Class B common stock
			Shares of Class B common stock surrendered and canceled			5,000						231,599						33,195						1,057,737
			Shares of Class B common stock surrendered and canceled in connection with the Gramercy Tavern Merger			—						2,690,263						—						2,690,263

During the thirteen and thirty-nine weeks ended September 23, 2020, we received an aggregate of 38,564 and 180,068 LLC Interests, respectively, in connection with the activity under our stock compensation plan and 172,403 and 383,117 LLC Interests, respectively, during the thirteen and thirty-nine weeks ended September 25, 2019.

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- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-URI http://asc.fasb.org/topic&trid=2197479

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- References

No definition available.

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