Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jul. 01, 2015 | Aug. 05, 2015 | |
Document Information [Line Items] | ||
Document type | 10-Q | |
Amendment flag | false | |
Document period end date | Jul. 1, 2015 | |
Document fiscal year focus | 2,015 | |
Document fiscal period focus | Q2 | |
Entity registrant name | Shake Shack Inc. | |
Entity central index key | 1,620,533 | |
Current fiscal year end date | --12-30 | |
Entity filer category | Non-accelerated Filer | |
Entity current reporting status | Yes | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity common stock, shares outstanding | 12,058,147 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity common stock, shares outstanding | 24,191,853 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 01, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 64,919 | $ 2,677 |
Accounts receivable | 4,003 | 3,278 |
Inventories | 482 | 529 |
Prepaid expenses and other current assets | 2,246 | 1,441 |
Deferred income taxes | 20 | 20 |
Total current assets | 71,670 | 7,945 |
Property and equipment, net | 81,076 | 70,124 |
Deferred income taxes, net | 6,027 | 141 |
Other assets | 3,223 | 4,752 |
TOTAL ASSETS | 161,996 | 82,962 |
Current liabilities | ||
Short-term borrowings | 0 | 32,000 |
Accounts payable | 5,690 | 6,440 |
Accrued expenses | 4,781 | 5,578 |
Accrued wages and related liabilities | 3,716 | 2,410 |
Other current liabilities | 2,432 | 1,749 |
Total current liabilities | 16,619 | 48,177 |
Notes payable | 313 | 313 |
Deferred rent | 20,948 | 17,853 |
Other long-term liabilities | 8,762 | 4,019 |
Total liabilities | $ 46,642 | $ 70,362 |
Commitments and contingencies | ||
Stockholders' / members' equity | ||
Members' equity | $ 12,600 | |
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of July 1, 2015 | $ 0 | |
Common stock | 0 | |
Additional paid-in capital | 112,227 | |
Retained earnings | 221 | |
Total stockholders' equity attributable to Shake Shack Inc. / members' equity | 112,484 | 12,600 |
Non-controlling interests | 2,870 | |
Total equity | 115,354 | 12,600 |
TOTAL LIABILITIES AND STOCKHOLDERS' / MEMBERS' EQUITY | 161,996 | $ 82,962 |
Class A Common Stock | ||
Stockholders' / members' equity | ||
Common stock | 12 | |
Class B Common Stock | ||
Stockholders' / members' equity | ||
Common stock | $ 24 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 01, 2015 | Dec. 31, 2014 |
Preferred Stock, No Par Value | $ 0 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock par value (in usd per share) | $ 0.01 | |
Common stock, shares authorized | 100 | |
Common stock, shares, issued | 0 | |
Common stock, shares, outstanding | 0 | |
Class A Common Stock | ||
Common stock par value (in usd per share) | $ 0.001 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, shares, issued | 12,058,147 | |
Common stock, shares, outstanding | 12,058,147 | |
Class B Common Stock | ||
Common stock par value (in usd per share) | $ 0.001 | |
Common stock, shares authorized | 35,000,000 | |
Common stock, shares, issued | 24,191,853 | |
Common stock, shares, outstanding | 24,191,853 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Income (Loss) - Equity Component [Domain] - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2015 | Jun. 25, 2014 | Jul. 01, 2015 | Jun. 25, 2014 | ||
Shack sales | $ 46,583 | $ 26,183 | $ 82,630 | $ 48,823 | |
Licensing revenue | 1,867 | 1,554 | 3,628 | 3,110 | |
TOTAL REVENUE | 48,450 | 27,737 | 86,258 | 51,933 | |
Shack-level operating expenses: | |||||
Food and paper costs | 13,717 | 7,995 | 24,721 | 14,908 | |
Labor and related expenses | 11,168 | 6,684 | 20,269 | 12,937 | |
Other operating expenses | 3,723 | 2,585 | 7,203 | 4,961 | |
Occupancy and related expenses | 3,859 | 2,226 | 7,042 | 4,119 | |
General and administrative expenses | 6,052 | 3,629 | 24,437 | 6,992 | |
Depreciation expense | 2,447 | 1,334 | 4,638 | 2,565 | |
Pre-opening costs | 1,240 | 1,129 | 2,653 | 2,062 | |
Loss on disposal of property and equipment | 0 | 13 | 0 | 18 | |
TOTAL EXPENSES | 42,206 | 25,595 | 90,963 | 48,562 | |
OPERATING INCOME | 6,244 | 2,142 | (4,705) | 3,371 | |
Interest expense, net | 84 | 56 | 162 | 91 | |
INCOME BEFORE INCOME TAXES | 6,160 | 2,086 | (4,867) | 3,280 | |
Income tax expense | 1,015 | 137 | 1,248 | 239 | |
NET INCOME | 5,145 | 1,949 | (6,115) | 3,041 | |
Less: net income attributable to non-controlling interests | 4,027 | 0 | 5,435 | 0 | |
Net income attributable to Shake Shack Inc. | $ 1,118 | $ 1,949 | $ (11,550) | $ 3,041 | |
Earnings per share of Class A common stock(1): | |||||
Basic (in USD per share) | [1] | $ 0.09 | $ 0.07 | $ (0.96) | $ 0.10 |
Diluted (in USD per share) | [1] | $ 0.08 | $ 0.06 | $ (0.96) | $ 0.10 |
Weighted-average shares of Class A common stock outstanding(1): | |||||
Basic (shares) | [1] | 12,058 | 29,963 | 12,006 | 29,963 |
Diluted (shares) | [1] | 13,339 | 30,127 | 12,006 | 30,126 |
Pro forma earnings per share of Class A common stock | |||||
Basic (in USD per share) | [2] | $ (0.05) | |||
Diluted (in USD per share) | [2] | $ (0.05) | |||
Pro forma | |||||
Shack-level operating expenses: | |||||
Income tax expense | [2] | $ (1,013) | |||
Net income attributable to Shake Shack Inc. | [2] | $ (581) | |||
[1] | Amounts for the thirteen and twenty-six weeks ended June 25, 2014 have been retroactively adjusted to give effect to the recapitalization transactions that occurred in connection with our initial public offering, including the amendment and restatement of the limited liability company agreement of SSE Holdings, LLC to, among other things, (i) provide for a new single class of common membership interests and (ii) exchange all of the then-existing members’ ownership interests for the newly-created membership interests. The computation does not consider the 5,750,000 shares of Class A common stock issued to investors in our initial public offering or the 339,306 shares of Class A common stock issued upon settlement of outstanding unit appreciation rights. See Note 11. | ||||
[2] | The pro forma financial information presented has been computed to reflect a benefit from income taxes assuming our initial public offering and related organizational transactions occurred on January 1, 2015. See Note 10. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Income (Loss) (Parenthetical) - Class A Common Stock - Common stock - shares | Feb. 04, 2015 | Jul. 01, 2015 | Jul. 01, 2015 |
Shares issued during the period | 5,968,841 | 5,750,000 | |
Issuance of class A common stock in settlement of unit appreciation rights (shares) | 339,306 | 339,306 | 339,306 |
IPO | |||
Shares issued during the period | 5,750,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' and Members' Equity - 6 months ended Jul. 01, 2015 - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Members' Equity | Common stockClass A Common Stock | Common stockClass B Common Stock | Additional Paid-In Capital | Retained Earnings | Non- Controlling Interest |
Beginning balance at Dec. 31, 2014 | $ 12,600 | $ 12,600 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Less: net loss prior to the Organizational Transactions | (6,115) | ||||||||
Issuance of class A common stock in settlement of unit appreciation rights (shares) | 339,306 | ||||||||
Common stock, balance (shares) at Jul. 01, 2015 | 12,058,147 | 24,191,853 | 12,058,147 | 24,191,853 | |||||
Ending balance at Jul. 01, 2015 | $ 115,354 | $ 12 | $ 24 | $ 112,227 | $ 221 | $ 2,870 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2015 | Jun. 25, 2014 | |
OPERATING ACTIVITIES | ||
Less: net loss prior to the Organizational Transactions | $ (6,115) | $ 3,041 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation expense | 4,638 | 2,565 |
Equity-based compensation | 14,337 | 83 |
Non-cash interest expense | 135 | 47 |
Loss on disposal of property and equipment | 0 | 18 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (640) | (506) |
Inventories | 47 | 19 |
Prepaid expenses and other current assets | (805) | 12 |
Other assets | 1,657 | (24) |
Accounts payable | 192 | 1,157 |
Accrued expenses | (617) | (207) |
Accrued wages and related liabilities | 1,306 | (178) |
Other current liabilities | 455 | 16 |
Deferred rent | 3,348 | 2,303 |
Other long-term liabilities | (306) | (112) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 17,632 | 8,234 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (16,929) | (11,351) |
NET CASH USED IN INVESTING ACTIVITIES | (16,929) | (11,351) |
FINANCING ACTIVITIES | ||
Proceeds from revolving credit facility | 4,000 | 0 |
Payments on revolving credit facility | (36,000) | 0 |
Deferred financing costs | (92) | (297) |
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs | 109,362 | 0 |
Proceeds from issuance of Class B common stock | 30 | 0 |
Member distributions | (11,125) | (3,819) |
Employee withholding taxes related to net settled equity awards | (4,636) | 0 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 61,539 | (4,116) |
INCREASE (DECREASE) IN CASH | 62,242 | (7,233) |
CASH AT BEGINNING OF PERIOD | 2,677 | 13,076 |
CASH AT END OF PERIOD | $ 64,919 | $ 5,843 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jul. 01, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND 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. Unless the context otherwise requires, references to " we ," " us ," " our ," " Shake Shack " and the " Company " refer to Shake Shack Inc. and its subsidiaries, including SSE Holdings, LLC, which we refer to as " SSE Holdings ." We operate and license Shake Shack restaurants (" Shacks "), which serve hamburgers, hot dogs, crinkle-cut fries, shakes, frozen custard, beer, wine and more. As of July 1, 2015 , there were 71 Shacks in operation, system-wide, of which 37 were domestic company-operated Shacks, five were domestic licensed Shacks and 29 were international licensed Shacks. Initial Public Offering On February 4, 2015, we completed an initial public offering (" IPO ") of 5,750,000 shares of our Class A common stock at a public offering price of $21.00 per share, which includes 750,000 shares issued pursuant to the underwriters' over-allotment option. We received $112,298 in proceeds, net of underwriting discounts and commissions, which we used to purchase newly-issued membership interests from SSE Holdings at a price per interest equal to the initial public offering price of our Class A common stock. Organizational Transactions In connection with the IPO, we completed the following transactions (the " Organizational Transactions "): ▪ We amended and restated the limited liability company agreement of SSE Holdings (" LLC Agreement ") to, among other things, (i) provide for a new single class of common membership interests in SSE Holdings (" LLC Interests "), (ii) exchange all of the membership interests of the then-existing holders of SSE Holdings' membership interests (" Original SSE Equity Owners ") for LLC Interests and (iii) appoint Shake Shack as the sole managing member of SSE Holdings. See Note 7 . ▪ We amended and restated our certificate of incorporation to, among other things, (i) provide for Class B common stock with voting rights but no economic rights (where "economic interests" means the right to receive any distributions or dividends, whether cash or stock, in connection with common stock) and (ii) issue shares of Class B common stock to the Original SSE Equity Owners on a one -to-one basis with the number of LLC Interests they own. See Note 7 . ▪ We acquired, by merger, two entities that were owned by former indirect members of SSE Holdings (" Former SSE Equity Owners "), for which we issued 5,968,841 shares of Class A common stock as merger consideration (the " Mergers "). The only assets held by the two merged entities prior to the merger were 5,968,841 LLC Interests and a corresponding number of shares of Class B common stock. Upon consummation of the Mergers, we canceled the 5,968,841 shares of Class B common stock and recognized the 5,968,841 of LLC Interests at carrying value, as the Mergers are considered to be transactions between entities under common control. Following the completion of the Organizational Transactions, we own 33.3% of SSE Holdings. The SSE Holdings members subsequent to the Merger (the " Continuing SSE Equity Owners ") own the remaining 66.7% of SSE Holdings. We are the sole managing member of SSE Holdings and, although we have a minority economic interest in SSE Holdings, we have the sole voting power in, and control the management of, SSE Holdings. Accordingly, we consolidated the financial results of SSE Holdings and reported a non-controlling interest in our condensed consolidated financial statements. As the Organizational Transactions are considered transactions between entities under common control, the financial statements for periods prior to the IPO and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 01, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Shake Shack Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (" GAAP ") and on a basis consistent in all material respects with the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (" 2014 Form 10-K "). In our opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of our financial position and results of operation have been included. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our 2014 Form 10-K. We do not have any components of other comprehensive income recorded within our condensed consolidated financial statements, and, therefore, do not separately present a statement of comprehensive income in our condensed consolidated financial statements. Fiscal Year We operate on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal 2015 contains 52 weeks and ends on December 30, 2015 . Fiscal 2014 contained 53 weeks and ended on December 31, 2014 . Unless otherwise stated, references to years in this report relate to fiscal years. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (" FASB ") issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (" ASU 2015-11 "). Under ASU 2015-11 entities should measure inventory that is not measured using last-in, first-out (LIFO) or the retail inventory method, including inventory that is measured using first-in, first-out (FIFO) or average cost, at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is to be applied prospectively. The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Customers' Accounting for Fees Paid in a Cloud Computing Arrangement (" ASU 2015-05 "). ASU 2015-05 provides guidance in evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for as an acquisition of a software license. If the arrangement does not contain a software license, it should be accounted for as a service contract. ASU 2015-05 is effective for reporting periods beginning after December 15, 2015 and may be adopted either retrospectively or prospectively. We are currently evaluating the impact ASU 2015-05 will have on our consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (" ASU 2015-03 "). ASU 2015-03 requires that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2015-03 is not expected to have a material effect our consolidated financial position, results of operations or cash flows. In February 2015, the FASB issued Accounting Standards Update No. 2015-02, Consolidation (" ASU 2015-02 "). ASU 2015-02 amends the existing guidance to: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (ii) eliminate the presumption that a general partner should consolidate a limited partnership; (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU 2015-02 is effective for reporting periods beginning after December 15, 2015. We are currently evaluating the impact ASU 2015-02 will have on our consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (" ASU 2014-09 "). ASU 2014-09 supersedes the existing revenue recognition guidance and clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective, on a retrospective basis, for reporting periods beginning after December 15, 2016. Early adoption is permitted, subject to certain conditions. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 01, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The carrying value of our financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses as of July 1, 2015 and December 31, 2014 approximated their fair value due to the short-term nature of these financial instruments. Assets and liabilities that are measured at fair value on a non-recurring basis include our long-lived assets. There were no impairments recognized during the thirteen and twenty-six weeks ended July 1, 2015 and June 25, 2014 . |
Inventories
Inventories | 6 Months Ended |
Jul. 01, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories as of July 1, 2015 and December 31, 2014 consisted of the following: July 1, December 31, Food $ 288 $ 354 Wine 32 28 Beer 40 33 Beverages 44 42 Retail merchandise 78 72 Inventories $ 482 $ 529 |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 6 Months Ended |
Jul. 01, 2015 | |
Supplemental Balance Sheet Disclosures [Abstract] | |
Supplemental Balance Sheet Information | SUPPLEMENTAL BALANCE SHEET INFORMATION The components of other current liabilities as of July 1, 2015 and December 31, 2014 are as follows: July 1, December 31, Sales tax payable $ 1,187 $ 736 Gift card liability 604 625 Other 641 388 Other current liabilities $ 2,432 $ 1,749 The components of other long-term liabilities as of July 1, 2015 and December 31, 2014 are as follows: July 1, December 31, Deferred compensation $ 2,186 $ 2,141 Liability under tax receivable agreement 5,004 — Other 1,572 1,878 Other long-term liabilities $ 8,762 $ 4,019 |
Debt
Debt | 6 Months Ended |
Jul. 01, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT In January 2015, we executed a Third Amended and Restated Credit Agreement, which became effective on February 4, 2015 (together with the prior agreements and amendments, the " Revolving Credit Facility "), which provides for a revolving total commitment amount of $50,000 , of which $20,000 is available immediately. The Revolving Credit Facility will mature and all amounts outstanding will be due and payable five years from the effective date. The Revolving Credit Facility permits the issuance of letters of credit upon our request of up to $10,000 . Borrowings under the Revolving Credit Facility bear interest at either: (i) LIBOR plus a percentage ranging from 2.5% to 3.5% or (ii) the prime rate plus a percentage ranging from 0.0% to 1.0% , depending on the type of borrowing made under the Revolving Credit Facility. As of December 31, 2014 , amounts outstanding under the Revolving Credit Facility totaled $32,000 , and were classified as short-term borrowings on the Condensed Consolidated Balance Sheets. During the twenty-six weeks ended July 1, 2015 , we borrowed an additional $4,000 in principal under the Revolving Credit Facility. In February 2015, we repaid the entire outstanding balance of $36,000 using a portion of the proceeds we received from our IPO and, as of July 1, 2015 , there were no amounts outstanding under the Revolving Credit Facility. We had $19,920 of availability as of July 1, 2015 , after giving effect to $80 in outstanding letters of credit. The Revolving Credit Facility is 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' wholly-owned domestic subsidiaries (with certain exceptions). The Revolving Credit Facility contains a number of covenants that, among other things, limit our ability to, subject to specified exceptions, incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves; pay dividends or make distributions; engage in businesses that are not in a related line of business; make loans, advances or guarantees; engage in transactions with affiliates; and make investments. In addition, the Revolving Credit Facility contains certain cross-default provisions. We are required to maintain a specified consolidated fixed-charge coverage ratio and a specified funded net debt to adjusted EBITDA ratio, both as defined under the Revolving Credit Facility. As of July 1, 2015 , we were in compliance with all covenants. In March 2013, we entered into a promissory note in the amount of $313 in connection with the purchase of a liquor license. Interest on the outstanding principal balance of this note is due and payable on a monthly basis from the effective date at a rate of 5.0% per year. The entire principal balance and interest is due and payable on the earlier of the maturity date, which is the expiration of the lease in June 2023 , or the date of the sale of the license. As of July 1, 2015 and December 31, 2014 , the outstanding balance of the promissory note was $313 . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 01, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY Amendment and Restatement of Certificate of Incorporation On February 4, 2015, we amended and restated our certificate of incorporation to, among other things, provide for the (i) authorization of 200,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) authorization of 35,000,000 shares of Class B common stock with a par value of $0.001 per share; (iii) authorization of 10,000,000 shares of undesignated preferred stock that may be issued from time to time by our Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered three -year terms. Holders of our Class A and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of our Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one -to-one ratio between the number of LLC Interests held by the Continuing SSE Equity Owners and the number of shares of Class B common stock held by the Continuing SSE Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one -for-one basis if we, at the election of a Continuing SSE Equity Owner, redeem or exchange any of the outstanding LLC Interests. We must, at all times, maintain a one -to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Initial Public Offering As described in Note 1, on February 4, 2015, we completed an initial public offering (" IPO ") of 5,750,000 shares of our Class A common stock at a public offering price of $21.00 per share, which includes 750,000 shares issued pursuant to the underwriters' over-allotment option. We received $112,298 in proceeds, net of underwriting discounts and commissions, which we used to purchase LLC Interests from SSE Holdings at a price per interest equal to the initial public offering price of our Class A common stock. In connection with our IPO, we issued 30,160,694 shares of Class B common stock to the Original SSE Equity Owners. SSE Holdings Recapitalization As described in Note 1, on February 4, 2015, we amended the SSE Holdings LLC Agreement to, among other things, (i) provide for a new single class of common membership interests in SSE Holdings, the LLC Interests, and (ii) exchange all of the then-existing membership interests of the Original SSE Equity Owners for LLC Interests. Subsequent to the amendment and Organizational Transactions, 36,250,000 LLC Interests were outstanding, of which 33.3% were held by Shake Shack and the remaining 66.7% were held by the Continuing SSE Equity Owners. The amendment also requires that SSE Holdings, at all times, maintain (i) a one -to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by us and (ii) a one -to-one ratio between the number of shares of Class B common stock owned by the Continuing SSE Equity Owners and the number of LLC Interests owned by the Continuing SSE Equity Owners. Member Distributions On December 15, 2014, the Board of Directors of SSE Holdings approved a special distribution to its members, to the extent the gross proceeds from the IPO exceeded the anticipated gross proceeds (including as a result of the exercise by the underwriters of their option to purchase additional shares of Class A common stock), in an amount equal to the product of (i) the increased gross proceeds and (ii) 0.273 , to be paid from the proceeds of the IPO (the " Additional Distribution "). On February 4, 2015, SSE Holdings paid the Additional Distribution to certain of the Original SSE Equity Owners in the amount of $11,125 . |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jul. 01, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | NON-CONTROLLING INTERESTS On February 4, 2015, we used the net proceeds from our IPO to purchase 5,750,000 newly-issued LLC Interests. Additionally, in connection with the Organizational Transactions, we acquired 5,968,841 LLC Interests. Pursuant to the LLC Agreement, we received 339,306 LLC Interests as a result of the issuance of 339,306 shares of Class A common stock in settlement of the outstanding UARs. As of July 1, 2015 , we owned 33.3% of SSE Holdings. The following table summarizes the effects of changes in ownership in SSE Holdings on our equity: July 1, 2015 Thirteen Weeks Ended Twenty-Six Weeks Ended Net income (loss) attributable to Shake Shack Inc. $ 1,118 $ (11,550 ) Transfers to non-controlling interests — — Decrease in retained earnings as a result of the Organizational Transactions — (1,278 ) Change from net income (loss) attributable to Shake Shack Inc. and transfers to non-controlling interest $ 1,118 $ (12,828 ) |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jul. 01, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based compensation | EQUITY-BASED COMPENSATION A summary of equity-based compensation expense recognized during the thirteen and twenty-six weeks ended July 1, 2015 and June 25, 2014 is as follows: Thirteen Weeks Ended Twenty-Six Weeks Ended July 1, June 25, July 1, June 25, Unit appreciation rights $ — $ — $ 11,762 $ — Restricted Class B units — 42 605 83 Stock options 1,178 — 1,970 — Equity-based compensation expense $ 1,178 $ 42 $ 14,337 $ 83 Amounts are included in general and administrative expense on the Condensed Consolidated Statements of Income (Loss) . No income tax benefits were recognized related to equity-based compensation during the thirteen and twenty-six weeks ended July 1, 2015 and June 25, 2014 . Unit Appreciation Rights Prior to the IPO, we maintained a Unit Appreciation Rights Plan (the " UAR Plan "), effective in fiscal year 2012, and as amended, whereby we had the authority to grant up to 31,303 unit appreciation rights (" UARs ") to employees. The UARs granted were subject to continued employment and were only exercisable upon a qualifying transaction, which was either a change of control or an initial public offering, each as defined in the UAR Plan. Upon the occurrence of a qualifying transaction, each UAR entitled the holder to receive a payment from us. Such payment and related compensation expense was determined by multiplying (i) the excess, if any, of the qualifying transaction price over the base amount of the UAR, by (ii) the stated number of Class B units deemed covered by the UAR. Effective October 30, 2014, the UAR Plan was amended to provide that the payment to which UAR holders were entitled upon the occurrence of a qualifying transaction would be in the form of securities of the Company or one of its affiliates or such other form of payment as we determined in our sole discretion. The UARs would have terminated on the ten th anniversary of the grant date or upon termination of employment, if earlier. A summary of UAR activity for the twenty-six weeks ended July 1, 2015 is as follows: UARs Weighted Average Base Price Outstanding at beginning of period 22,554 $ 193.51 Granted — — Forfeited — — Vested and settled (22,554 ) (193.51 ) Outstanding at end of period — $ — No compensation expense was recorded during the thirteen and twenty-six weeks ended June 25, 2014 related to the outstanding UARs as we determined that, as of the period end, it was not probable that a qualifying transaction would occur. As described in Note 1, on February 4, 2015, we amended and restated the SSE Holdings LLC Agreement to, among other things, (i) provide for a new single class of common membership interests, the LLC Interests, and (ii) exchange all of the then-existing membership interests of the Original SSE Equity Owners for LLC Interests (together, the " Recapitalization Transaction "). The 22,554 o utstanding UARs that were settled in connection with the IPO equate to 767,947 LLC Interests with a weighted average base price of $5.68 , after giving effect to the Recapitalization Transaction. Our IPO constituted a qualifying transaction under the terms of the UAR Plan, resulting in a qualifying transaction price of $715.02 . 339,306 shares of Class A common stock were issued upon the settlement of the 22,554 outstanding UARs, net of employee withholding taxes. We recognized compensation expense of $11,762 during the twenty-six weeks ended July 1, 2015 upon settlement of the outstanding UARs. Restricted Class B Units Prior to the IPO, we granted restricted Class B units to certain of our executive officers. These awards were to vest in equal installments over periods ranging from three to five years. If not already fully vested, these units would fully vest (i) upon the occurrence of a change in control event or (ii) upon the occurrence of an initial public offering, each as defined in the grant agreement, and any unrecognized compensation expense related to these non-vested units would be subject to acceleration. A summary of restricted Class B unit activity for twenty-six weeks ended July 1, 2015 is as follows: Units Weighted Average Grant Date Fair Value Outstanding at beginning of period 7,227 $ 92.31 Granted — — Vested (7,227 ) (92.31 ) Forfeited — — Outstanding at end of period — $ — The IPO constituted a transaction under the terms of the restricted Class B unit awards that resulted in the accelerated vesting of all then-outstanding awards, and recognition of the unrecognized compensation expense related to those awards. During the twenty-six weeks ended July 1, 2015 , we recognized $605 of equity-based compensation expense upon the vesting of these awards. The total fair value of restricted Class B units that vested during the twenty-six weeks ended July 1, 2015 was $667 . After giving effect to the Recapitalization Transaction, the 7,227 restricted Class B units that vested in connection with our IPO equate to 158,251 LLC Interests with a weighted-average grant date fair value of $4.22 . Stock Options In January 2015, we adopted the 2015 Incentive Award Plan (the " 2015 Plan ") under which we may grant up to 5,865,522 stock options and other equity-based awards to employees, directors and officers. In connection with the IPO, we granted 2,622,281 stock options to our directors and certain employees. The stock options were granted with an exercise price of $21.00 per share and vest equally over periods ranging from one to five years. The fair value of stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: Twenty-Six Weeks Ended July 1, 2015 Expected term (years) (1) 7.5 Expected volatility (2) 35.1 % Risk-free interest rate (3) 1.6 % Dividend yield (4) — % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as we have no plans to declare dividends in the foreseeable future. A summary of stock option activity for twenty-six weeks ended July 1, 2015 is as follows: Stock Options Weighted Average Exercise Price Outstanding at beginning of period — $ — Granted 2,622,281 21.00 Exercised — — Forfeited (22,000 ) (21.00 ) Outstanding at end of period 2,600,281 $ 21.00 The weighted-average grant date fair value of stock options granted during the twenty-six weeks ended July 1, 2015 was $8.53 . As of July 1, 2015 , there were 2,600,281 stock options outstanding, of which none were exercisable. As of July 1, 2015 , total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $20,281 , which is expected to be recognized over a weighted-average period of 4.5 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 01, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES As a result of the IPO and Organizational Transactions, we became the sole managing member of SSE Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, SSE Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of SSE Holdings. We are also subject to withholding taxes in foreign jurisdictions. A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: Thirteen Weeks Ended Twenty-Six Weeks Ended July 1, June 25, July 1, June 25, Income (loss) before income taxes $ 6,160 $ 2,086 $ (4,867 ) $ 3,280 Less: net loss prior to the Organizational Transactions — — (13,049 ) — Less: net income attributable to non-controlling interests 4,027 — 5,435 — Income attributable to Shake Shack Inc. before income taxes 2,133 2,086 2,747 3,280 Income taxes at U.S. federal statutory rate 746 730 961 1,148 State and local income taxes, net of federal benefit 150 48 65 80 Foreign withholding taxes 69 89 144 159 Non-deductible expenses 50 — 78 — LLC flow-through structure — (730 ) — (1,148 ) Income tax expense $ 1,015 $ 137 $ 1,248 $ 239 Pro Forma Financial Information For periods prior to the IPO and Organizational Transactions, our income taxes represent those of SSE Holdings, our predecessor, and relate solely to foreign withholding taxes and certain LLC entity-level taxes. As a result of the IPO and Organizational Transactions that occurred on February 4, 2015, we are subject to U.S. federal and certain state and local income taxes with respect to our allocable share of any taxable income or loss generated by SSE Holdings. The pro forma financial information presented on the Condensed Consolidated Statements of Loss for the twenty-six weeks ended July 1, 2015 has been computed to reflect a benefit from income taxes at an effective tax rate of 20.8% . The amounts were calculated assuming the Organizational Transactions occurred on January 1, 2015 and were based on the statutory rates in effect during the period. Tax Receivable Agreement We expect to obtain an increase in our share of the tax basis of our share of the assets of SSE Holdings when LLC Interests are redeemed or exchanged by the Continuing SSE Equity Owners and other qualifying transactions. This increase in tax basis may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On February 4, 2015, we entered into a tax receivable agreement with the Continuing SSE Equity Owners (the " Tax Receivable Agreement ") that provides for the payment by us to the Continuing SSE Equity Owners of 85% of the amount of tax benefits, if any, that Shake Shack actually realizes or in some cases are deemed to realize as a result of (i) increases in the tax basis of the assets of SSE Holdings resulting from any redemptions or exchanges of LLC Interests or any prior sales of interests in SSE Holdings and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. During the twenty-six weeks ended July 1, 2015 , SSE Holdings paid a distribution in the amount of $11,125 to certain of the Original SSE Equity Owners. This distribution triggered an increase in the tax basis of SSE Holdings subject to the provisions of the Tax Receivable Agreement. We recognized a deferred tax asset in the amount of $6,006 and a corresponding liability of $5,105 , representing 85% of the tax benefits due to the Continuing SSE Equity Owners. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 01, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share of Class A common stock is computed by dividing net income available to Shake Shack Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to Shake Shack Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. As described in Note 1, on February 4, 2015, the SSE Holdings LLC Agreement was amended and restated to, among other things, (i) provide for a new single class of common membership interests, the LLC Interests, and (ii) exchange all of the then-existing membership interests of the Original SSE Equity Owners for LLC Interests. For purposes of calculating earnings per share, the prior period amounts have been retroactively adjusted to give effect to the above-mentioned amendment and resulting recapitalization. The computation does not consider the 5,750,000 shares of Class A common stock issued to investors in our IPO or the 339,306 shares of Class A common stock issued upon settlement of outstanding UARs in connection with the IPO. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock for the thirteen and twenty-six weeks ended July 1, 2015 and June 25, 2014 . Thirteen Weeks Ended Twenty-Six Weeks Ended July 1, June 25, July 1, June 25, Numerator: Net income $ 5,145 $ 1,949 $ (6,115 ) $ 3,041 Less: net loss attributable to non-controlling interests 4,027 — 5,435 — Net income attributable to Shake Shack Inc. $ 1,118 $ 1,949 $ (11,550 ) $ 3,041 Denominator: Weighted-average shares of Class A common stock outstanding—basic 12,058 29,963 12,006 29,963 Effect of dilutive securities: Restricted Class B units — 164 — 163 Stock options 1,281 — — — Weighted-average shares of Class A common stock outstanding—diluted 13,339 30,127 12,006 30,126 Earnings per share of Class A common stock—basic $ 0.09 $ 0.07 $ (0.96 ) $ 0.10 Earnings per share of Class A common stock—diluted $ 0.08 $ 0.06 $ (0.96 ) $ 0.10 2,600,281 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the twenty-six weeks ended July 1, 2015 because the effect would have been anti-dilutive as we recorded a net loss for the period. Shares of our Class B common stock do not share in the earnings or losses of Shake Shack and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of our Class B common stock are, however, considered potentially dilutive shares of Class A common stock. After evaluating the potential dilutive effect under the if-converted and two-class methods, the 24,191,853 shares of Class B common stock outstanding as of July 1, 2015 were determined to be anti-dilutive and have therefore been excluded from the computations of diluted earnings per share of Class A common stock. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jul. 01, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information for the twenty-six weeks ended July 1, 2015 and June 25, 2014 : Twenty-Six Weeks Ended July 1, June 25, Cash paid for: Income taxes, net of refunds $ 121 $ 445 Interest 171 49 Non-cash investing activities: Accrued purchases of property and equipment 2,537 1,397 Class A common stock issued connection with the acquisition of the Former SSE Equity Owners 6 — Non-cash financing activities: Cancellation of Class B common stock in connection with the Organizational Transactions (6 ) — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 01, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | COMMITMENTS AND CONTINGENCIES Lease Commitments We are obligated under various operating leases for Shacks and our home office space, expiring in various years through 2031. Under certain of these leases, we are liable for contingent rent based on a percentage of sales in excess of a specified threshold and are responsible for our proportionate share of real estate taxes and utilities. As security under the terms of several of our leases, we are obligated under letters of credit totaling $160 as of July 1, 2015 . The letters of credit expire on April 23, 2016 and February 28, 2026. In addition, in December 2013, we entered into an irrevocable standby letter of credit in conjunction with our home office lease in the amount of $80 . The letter of credit expires in September 2015 and renews automatically for one -year periods through September 30, 2019. Purchase Commitments Purchase obligations include legally binding contracts, including commitments for the purchase, construction or remodeling of real estate and facilities, firm minimum commitments for inventory purchases, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. These obligations are generally short-term in nature and are recorded as liabilities when the related goods are received or services rendered. We also enter into long-term, exclusive contracts with certain vendors to supply us with food, beverages and paper goods, obligating us to purchase specified quantities. These volume commitments are not subject to any time limit and there are no material financial penalties associated with these agreements in the event of early termination. Legal Contingencies We are subject to various legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. As of July 1, 2015 , the amount of ultimate liability with respect to these matters was not material. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 01, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Union Square Hospitality Group Union Square Hospitality Group, LLC and its subsidiaries (" USHG ") is considered a related party under common control. Under the terms of the management agreement with USHG, as amended, in fiscal 2014, we paid a 2.5% management fee to USHG based on Shack sales and licensing revenue generated from license agreements with unaffiliated entities. Total management fees, which are included in general and administrative expenses, amounted to $697 and $1,289 for the thirteen and twenty-six weeks ended June 25, 2014 , respectively. Effective January 1, 2015, the management agreement was amended and restated. As a result, we are no longer obligated to pay management fees to USHG. Therefore, no management fees were paid to USHG for the thirteen and twenty-six weeks ended July 1, 2015 . Previously, we sub-leased office space from USHG on a month-to-month basis. Amounts paid to USHG as rent totaled $38 for the twenty-six weeks ended June 25, 2014 . These amounts are included in general and administrative expense on the Condensed Consolidated Statements of Income (Loss) . No amounts were paid during the thirteen weeks ended June 25, 2014 . Previously, our employees were included in USHG's self-insurance health plan and we paid our portion of the plan costs on a monthly basis to USHG. Amounts paid to the USHG for these health insurance costs were $451 and $602 for the thirteen and twenty-six weeks ended June 25, 2014 , respectively. In February 2015, we established our own self-funded health insurance plan for our employees and ceased payments to USHG. The total amount paid to USHG for these health insurance costs for the twenty-six weeks ended July 1, 2015 was $188 . No amounts were paid to USHG for health insurance costs for the thirteen weeks ended July 1, 2015 . These amounts are included in labor and related expenses and general and administrative expenses on the Condensed Consolidated Statements of Income (Loss) . Additionally, our employees are eligible participants under USHG's 401(k) plan. We pay our share of the employer's matching contributions directly to the third-party plan trustee. Total amounts payable to the USHG as of July 1, 2015 and December 31, 2014 were $11 and $238 , respectively, and are included in other current liabilities on the Condensed Consolidated Balance Sheets. Amounts due from USHG for expenses paid by us on behalf of USHG totaled $29 as of July 1, 2015 , which is included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. No amounts were due from USHG as of December 31, 2014 . Hudson Yards Sports and Entertainment In fiscal 2011, we entered into a Master License Agreement (an " MLA ") with Hudson Yards Sports and Entertainment LLC (" HYSE "), a subsidiary of USHG and a related party, to operate Shake Shack branded limited menu concession stands in certain 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 the thirteen and twenty-six weeks ended July 1, 2015 were $95 and $95 , respectively, and $84 and $84 for the thirteen and twenty-six weeks ended June 25, 2014 , respectively. Total amounts due from HYSE as of July 1, 2015 were $40 . No amounts were due from HYSE as of December 31, 2014 due to the seasonal nature of the concession stands. Madison Square Park Conservancy The Chairman of our Board of Directors is 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 $111 and $111 for the thirteen and twenty-six weeks ended July 1, 2015 , respectively, and $186 and $283 for the thirteen and twenty-six weeks ended June 25, 2014 , respectively. These amounts are included in occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss) . Total amounts due to the MSP Conservancy as of July 1, 2015 were $48 . No amounts were due to the MSP Conservancy as of December 31, 2014 as our Madison Square Park Shack was closed for renovations. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 01, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying unaudited condensed consolidated financial statements include the accounts of Shake Shack Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (" GAAP ") and on a basis consistent in all material respects with the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (" 2014 Form 10-K "). In our opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of our financial position and results of operation have been included. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our 2014 Form 10-K. We do not have any components of other comprehensive income recorded within our condensed consolidated financial statements, and, therefore, do not separately present a statement of comprehensive income in our condensed consolidated financial statements. |
Fiscal year | We operate on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal 2015 contains 52 weeks and ends on December 30, 2015 . Fiscal 2014 contained 53 weeks and ended on December 31, 2014 . Unless otherwise stated, references to years in this report relate to fiscal years. |
Use of estimates | The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. |
Recently issued accounting pronouncements | In July 2015, the Financial Accounting Standards Board (" FASB ") issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (" ASU 2015-11 "). Under ASU 2015-11 entities should measure inventory that is not measured using last-in, first-out (LIFO) or the retail inventory method, including inventory that is measured using first-in, first-out (FIFO) or average cost, at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is to be applied prospectively. The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Customers' Accounting for Fees Paid in a Cloud Computing Arrangement (" ASU 2015-05 "). ASU 2015-05 provides guidance in evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for as an acquisition of a software license. If the arrangement does not contain a software license, it should be accounted for as a service contract. ASU 2015-05 is effective for reporting periods beginning after December 15, 2015 and may be adopted either retrospectively or prospectively. We are currently evaluating the impact ASU 2015-05 will have on our consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (" ASU 2015-03 "). ASU 2015-03 requires that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2015-03 is not expected to have a material effect our consolidated financial position, results of operations or cash flows. In February 2015, the FASB issued Accounting Standards Update No. 2015-02, Consolidation (" ASU 2015-02 "). ASU 2015-02 amends the existing guidance to: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (ii) eliminate the presumption that a general partner should consolidate a limited partnership; (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU 2015-02 is effective for reporting periods beginning after December 15, 2015. We are currently evaluating the impact ASU 2015-02 will have on our consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (" ASU 2014-09 "). ASU 2014-09 supersedes the existing revenue recognition guidance and clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective, on a retrospective basis, for reporting periods beginning after December 15, 2016. Early adoption is permitted, subject to certain conditions. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 01, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories as of July 1, 2015 and December 31, 2014 consisted of the following: July 1, December 31, Food $ 288 $ 354 Wine 32 28 Beer 40 33 Beverages 44 42 Retail merchandise 78 72 Inventories $ 482 $ 529 |
Supplemental Balance Sheet In24
Supplemental Balance Sheet Information (Tables) | 6 Months Ended |
Jul. 01, 2015 | |
Supplemental Balance Sheet Disclosures [Abstract] | |
Supplemental Balance Sheet Information | The components of other current liabilities as of July 1, 2015 and December 31, 2014 are as follows: July 1, December 31, Sales tax payable $ 1,187 $ 736 Gift card liability 604 625 Other 641 388 Other current liabilities $ 2,432 $ 1,749 The components of other long-term liabilities as of July 1, 2015 and December 31, 2014 are as follows: July 1, December 31, Deferred compensation $ 2,186 $ 2,141 Liability under tax receivable agreement 5,004 — Other 1,572 1,878 Other long-term liabilities $ 8,762 $ 4,019 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 6 Months Ended |
Jul. 01, 2015 | |
Noncontrolling Interest [Abstract] | |
Schedule of non-controlling interest | The following table summarizes the effects of changes in ownership in SSE Holdings on our equity: July 1, 2015 Thirteen Weeks Ended Twenty-Six Weeks Ended Net income (loss) attributable to Shake Shack Inc. $ 1,118 $ (11,550 ) Transfers to non-controlling interests — — Decrease in retained earnings as a result of the Organizational Transactions — (1,278 ) Change from net income (loss) attributable to Shake Shack Inc. and transfers to non-controlling interest $ 1,118 $ (12,828 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jul. 01, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of equity-based compensation expense recognized | A summary of equity-based compensation expense recognized during the thirteen and twenty-six weeks ended July 1, 2015 and June 25, 2014 is as follows: Thirteen Weeks Ended Twenty-Six Weeks Ended July 1, June 25, July 1, June 25, Unit appreciation rights $ — $ — $ 11,762 $ — Restricted Class B units — 42 605 83 Stock options 1,178 — 1,970 — Equity-based compensation expense $ 1,178 $ 42 $ 14,337 $ 83 |
Schedule of unit appreciation rights activity | A summary of UAR activity for the twenty-six weeks ended July 1, 2015 is as follows: UARs Weighted Average Base Price Outstanding at beginning of period 22,554 $ 193.51 Granted — — Forfeited — — Vested and settled (22,554 ) (193.51 ) Outstanding at end of period — $ — |
Schedule of restricted class B activity | A summary of restricted Class B unit activity for twenty-six weeks ended July 1, 2015 is as follows: Units Weighted Average Grant Date Fair Value Outstanding at beginning of period 7,227 $ 92.31 Granted — — Vested (7,227 ) (92.31 ) Forfeited — — Outstanding at end of period — $ — |
Schedule of fair value of stock options | The fair value of stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: Twenty-Six Weeks Ended July 1, 2015 Expected term (years) (1) 7.5 Expected volatility (2) 35.1 % Risk-free interest rate (3) 1.6 % Dividend yield (4) — % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as we have no plans to declare dividends in the foreseeable future. |
Schedule of stock options, activity | A summary of stock option activity for twenty-six weeks ended July 1, 2015 is as follows: Stock Options Weighted Average Exercise Price Outstanding at beginning of period — $ — Granted 2,622,281 21.00 Exercised — — Forfeited (22,000 ) (21.00 ) Outstanding at end of period 2,600,281 $ 21.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jul. 01, 2015 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of income tax expense, US income tax rate | A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: Thirteen Weeks Ended Twenty-Six Weeks Ended July 1, June 25, July 1, June 25, Income (loss) before income taxes $ 6,160 $ 2,086 $ (4,867 ) $ 3,280 Less: net loss prior to the Organizational Transactions — — (13,049 ) — Less: net income attributable to non-controlling interests 4,027 — 5,435 — Income attributable to Shake Shack Inc. before income taxes 2,133 2,086 2,747 3,280 Income taxes at U.S. federal statutory rate 746 730 961 1,148 State and local income taxes, net of federal benefit 150 48 65 80 Foreign withholding taxes 69 89 144 159 Non-deductible expenses 50 — 78 — LLC flow-through structure — (730 ) — (1,148 ) Income tax expense $ 1,015 $ 137 $ 1,248 $ 239 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jul. 01, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock for the thirteen and twenty-six weeks ended July 1, 2015 and June 25, 2014 . Thirteen Weeks Ended Twenty-Six Weeks Ended July 1, June 25, July 1, June 25, Numerator: Net income $ 5,145 $ 1,949 $ (6,115 ) $ 3,041 Less: net loss attributable to non-controlling interests 4,027 — 5,435 — Net income attributable to Shake Shack Inc. $ 1,118 $ 1,949 $ (11,550 ) $ 3,041 Denominator: Weighted-average shares of Class A common stock outstanding—basic 12,058 29,963 12,006 29,963 Effect of dilutive securities: Restricted Class B units — 164 — 163 Stock options 1,281 — — — Weighted-average shares of Class A common stock outstanding—diluted 13,339 30,127 12,006 30,126 Earnings per share of Class A common stock—basic $ 0.09 $ 0.07 $ (0.96 ) $ 0.10 Earnings per share of Class A common stock—diluted $ 0.08 $ 0.06 $ (0.96 ) $ 0.10 |
Supplemental Cash Flow Inform29
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jul. 01, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow Information | The following table sets forth supplemental cash flow information for the twenty-six weeks ended July 1, 2015 and June 25, 2014 : Twenty-Six Weeks Ended July 1, June 25, Cash paid for: Income taxes, net of refunds $ 121 $ 445 Interest 171 49 Non-cash investing activities: Accrued purchases of property and equipment 2,537 1,397 Class A common stock issued connection with the acquisition of the Former SSE Equity Owners 6 — Non-cash financing activities: Cancellation of Class B common stock in connection with the Organizational Transactions (6 ) — |
Organization and Nature of Op30
Organization and Nature of Operations - Franchiser (Details) | Jul. 01, 2015Restaurant |
Franchisor Disclosure [Line Items] | |
Number of restaurants | 71 |
Company-operated | United States | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | 37 |
Licensed | United States | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | 5 |
Licensed | Non-United States | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | 29 |
Organization and Nature of Op31
Organization and Nature of Operations - Initial Public Offering (Details) - Common stock - Class A Common Stock - USD ($) $ / shares in Units, $ in Thousands | Feb. 04, 2015 | Jul. 01, 2015 |
Class of Stock [Line Items] | ||
Shares issued during the period | 5,968,841 | 5,750,000 |
Initial public offering | ||
Class of Stock [Line Items] | ||
Shares issued during the period | 5,750,000 | |
Proceeds of issuance of initial public offering net of underwriting discounts and commissions | $ 112,298 | |
Shares issued, share price | $ 21 | |
Over-allotment option | ||
Class of Stock [Line Items] | ||
Shares issued during the period | 750,000 |
Organization and Nature of Op32
Organization and Nature of Operations - Organizational Transactions (Details) | Feb. 04, 2015businessshares | Jul. 01, 2015shares |
Class of Stock [Line Items] | ||
Number of entities acquired | business | 2 | |
Number of LLC interests | 5,968,841 | |
Ownership percent of noncontrolling interest | 33.30% | 33.30% |
Noncontrolling owners ownership percentage | 66.70% | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Ratio of common stock to limited liability company interest | 1 | |
Class A Common Stock | Common stock | ||
Class of Stock [Line Items] | ||
Shares issued during the period | 5,968,841 | 5,750,000 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Ratio of common stock to limited liability company interest | 1 | |
Class B Common Stock | Common stock | ||
Class of Stock [Line Items] | ||
Shares issued during the period | 30,160,694 | |
Shares cancelled during the period | 5,968,841 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) | 6 Months Ended | 12 Months Ended |
Jul. 01, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Fiscal period duration | 364 days | 371 days |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jul. 01, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Inventories | $ 482 | $ 529 |
Food | ||
Inventory [Line Items] | ||
Inventories | 288 | 354 |
Wine | ||
Inventory [Line Items] | ||
Inventories | 32 | 28 |
Beer | ||
Inventory [Line Items] | ||
Inventories | 40 | 33 |
Beverages | ||
Inventory [Line Items] | ||
Inventories | 44 | 42 |
Retail merchandise | ||
Inventory [Line Items] | ||
Inventories | $ 78 | $ 72 |
Supplemental Balance Sheet In35
Supplemental Balance Sheet Information - (Details) - USD ($) $ in Thousands | Jul. 01, 2015 | Dec. 31, 2014 |
Other Liabilities, Current | ||
Sales tax payable | $ 1,187 | $ 736 |
Gift card liability | 604 | 625 |
Other | 641 | 388 |
Other current liabilities | 2,432 | 1,749 |
Other Liabilities, Noncurrent | ||
Deferred compensation | 2,186 | 2,141 |
Liability under tax receivable agreement | 5,004 | 0 |
Other | 1,572 | 1,878 |
Other long-term liabilities | $ 8,762 | $ 4,019 |
Debt (Details)
Debt (Details) - USD ($) | Feb. 04, 2015 | Feb. 28, 2015 | Jul. 01, 2015 | Jun. 25, 2014 | Dec. 31, 2014 | Mar. 31, 2013 |
Debt Instrument [Line Items] | ||||||
Short-term borrowings | $ 0 | $ 32,000,000 | ||||
Proceeds from revolving credit facility | 4,000,000 | $ 0 | ||||
Payments on revolving credit facility | 36,000,000 | $ 0 | ||||
Notes payable | 313,000 | 313,000 | ||||
Notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable face amount | $ 313,000 | |||||
Stated interest rate | 5.00% | |||||
Notes payable | $ 313,000 | 313,000 | ||||
Letter of credit | ||||||
Debt Instrument [Line Items] | ||||||
Term to maturity | 1 year | |||||
Revolving Credit Facility | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Current borrowing capacity | $ 20,000,000 | |||||
Term to maturity | 5 years | |||||
Short-term borrowings | $ 0 | $ 32,000,000 | ||||
Proceeds from revolving credit facility | 4,000,000 | |||||
Payments on revolving credit facility | $ 36,000,000 | |||||
Revolving Credit Facility | Letter of credit | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 10,000,000 | |||||
Current borrowing capacity | 80,000 | |||||
Revolving Credit Facility | Revolving credit facility | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Current borrowing capacity | $ 19,920,000 | |||||
Revolving Credit Facility | Minimum | Line of credit | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.50% | |||||
Revolving Credit Facility | Minimum | Line of credit | Prime rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.00% | |||||
Revolving Credit Facility | Maximum | Line of credit | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Revolving Credit Facility | Maximum | Line of credit | Prime rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Feb. 04, 2015USD ($)board_of_director_classVote$ / sharesshares | Dec. 15, 2014 | Jul. 01, 2015$ / sharesshares | Jul. 01, 2015USD ($)$ / sharesshares | Jun. 25, 2014USD ($) | Dec. 31, 2014$ / sharesshares |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 100 | |||||
Common stock par value (in usd per share) | $ / shares | $ 0.01 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Number of Classes of Directors | board_of_director_class | 3 | |||||
Board of Directors, Term | 3 years | |||||
Number of Votes per Share | Vote | 1 | |||||
Limited liability company interests outstanding | 36,250,000 | |||||
Ownership percentage of controlling interest | 33.30% | 33.30% | 33.30% | |||
Noncontrolling owners ownership percentage | 66.70% | |||||
Member distribution threshold, percentage | 27.30% | |||||
Member distributions | $ | $ 11,125 | $ 11,125 | $ 3,819 | |||
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Ratio of common stock to limited liability company interest | 1 | |||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 35,000,000 | 35,000,000 | 35,000,000 | |||
Common stock par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Ratio of common stock to limited liability company interest | 1 | |||||
Common stock | Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued during the period | 5,968,841 | 5,750,000 | ||||
Common stock | Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued during the period | 30,160,694 | |||||
Common stock | Initial public offering | Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued during the period | 5,750,000 | |||||
Shares issued, share price | $ / shares | $ 21 | |||||
Proceeds of issuance of initial public offering net of underwriting discounts and commissions | $ | $ 112,298 | |||||
Common stock | Over-allotment option | Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued during the period | 750,000 |
Non-Controlling Interests (Narr
Non-Controlling Interests (Narrative) (Details) - shares | Feb. 04, 2015 | Jul. 01, 2015 | Jul. 01, 2015 |
Noncontrolling Interest [Line Items] | |||
Units purchased during the period | 5,750,000 | ||
Units acquired during the period | 5,968,841 | ||
LLC interests issued for share-based compensation | 339,306 | ||
Ownership percent of noncontrolling interest | 33.30% | 33.30% | 33.30% |
Class A Common Stock | Common stock | |||
Noncontrolling Interest [Line Items] | |||
Issuance of class A common stock in settlement of unit appreciation rights (shares) | 339,306 | 339,306 | 339,306 |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of non-controlling interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2015 | Jun. 25, 2014 | Jul. 01, 2015 | Jun. 25, 2014 | |
Noncontrolling Interest [Abstract] | ||||
Net income (loss) attributable to Shake Shack Inc. | $ 1,118 | $ 1,949 | $ (11,550) | $ 3,041 |
Decrease in retained earnings as a result of the Organizational Transactions | 0 | (1,278) | ||
Change from net income (loss) attributable to Shake Shack Inc. and transfers to non-controlling interest | $ 1,118 | $ (12,828) |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of compensation expense recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2015 | Jun. 25, 2014 | Jul. 01, 2015 | Jun. 25, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 1,178 | $ 42 | $ 14,337 | $ 83 |
Unit appreciation rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 0 | 0 | 11,762 | 0 |
Restricted Class B units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 0 | 42 | 605 | 83 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 1,178 | $ 0 | $ 1,970 | $ 0 |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 04, 2015 | Feb. 03, 2015 | Jul. 01, 2015 | Jun. 25, 2014 | Jul. 01, 2015 | Jul. 01, 2015 | Jun. 25, 2014 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity-based compensation expense | $ 1,178 | $ 42 | $ 14,337 | $ 83 | ||||
LLC interests | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
IPO qualifying transaction price (in USD per share) | $ 715.02 | |||||||
Unit appreciation rights | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity-based compensation expense | 0 | 0 | $ 11,762 | 0 | ||||
Restricted Class B units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity-based compensation expense | 0 | 42 | $ 605 | 83 | ||||
Restricted class B units vested | 7,227 | |||||||
Restricted class B units weighted average grant date fair value vested (in USD per share) | $ 92.31 | |||||||
Fair value of restricted Class B units vested in the period | $ 667 | |||||||
Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity-based compensation expense | $ 1,178 | $ 0 | $ 1,970 | $ 0 | ||||
Minimum | Restricted Class B units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Maximum | Restricted Class B units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 5 years | |||||||
2015 Incentive Award Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant | 5,865,522 | 5,865,522 | 5,865,522 | |||||
Stock options granted in the period | 2,622,281 | |||||||
2015 Incentive Award Plan | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average exercise price for stock options granted (in USD per share) | $ 21 | |||||||
2015 Incentive Award Plan | Minimum | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 1 year | |||||||
2015 Incentive Award Plan | Maximum | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 5 years | |||||||
Common stock | Class A Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of class A common stock in settlement of unit appreciation rights (shares) | 339,306 | 339,306 | 339,306 | |||||
Pro forma | LLC interests | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted class B units vested | 158,251 | |||||||
Restricted class B units weighted average grant date fair value vested (in USD per share) | $ 4.22 | |||||||
Unit Appreciation Rights Plan | Unit appreciation rights | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant | 31,303 | |||||||
Contractual term | 10 years | |||||||
Unit appreciation rights vested and settled | 22,554 | |||||||
Weighted average base price of unit appreciation rights vested and settled | $ 193.51 | |||||||
Unit Appreciation Rights Plan | Pro forma | LLC interests | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit appreciation rights vested and settled | 767,947 | |||||||
Weighted average base price of unit appreciation rights vested and settled | $ 5.68 | |||||||
2015 Incentive Award Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options granted in the period | 2,622,281 | |||||||
Weighted average exercise price for stock options granted (in USD per share) | $ 21 | |||||||
Weighted average grant date fair value of stock options (in USD per share) | $ 8.53 | |||||||
Stock options outstanding | 2,600,281 | 2,600,281 | 2,600,281 | 0 | ||||
Stock options exercisable | 0 | 0 | 0 | |||||
Unrecognized compensation expense (USD) | $ 20,281 | $ 20,281 | $ 20,281 | |||||
2015 Incentive Award Plan | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted-average period for recognition compensation expense | 4 years 6 months |
Equity-Based Compensation - S42
Equity-Based Compensation - Schedule of Unit Appreciation Rights (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2015 | Jun. 25, 2014 | Jul. 01, 2015 | Jun. 25, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 1,178 | $ 42 | $ 14,337 | $ 83 |
Unit appreciation rights vested and settled | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 0 | $ 0 | $ 11,762 | $ 0 |
Unit Appreciation Rights Plan | Unit appreciation rights vested and settled | ||||
UARs | ||||
Outstanding at beginning of period | 22,554 | |||
Granted | 0 | |||
Forfeited | 0 | |||
Vested and settled | (22,554) | |||
Outstanding at end of period | 0 | 0 | ||
Weighted Average Base Price | ||||
Outstanding at beginning of period | $ 193.51 | |||
Granted | 0 | |||
Forfeited | 0 | |||
Vested and settled | (193.51) | |||
Outstanding at end of period | $ 0 | $ 0 |
Equity-Based Compensation - S43
Equity-Based Compensation - Schedule of Restricted Class B Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2015 | Jun. 25, 2014 | Jul. 01, 2015 | Jun. 25, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 1,178 | $ 42 | $ 14,337 | $ 83 |
Restricted Class B units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 0 | $ 42 | $ 605 | $ 83 |
Units | ||||
Outstanding at beginning of period | 7,227 | |||
Granted | 0 | |||
Vested | (7,227) | |||
Forfeited | 0 | |||
Outstanding at end of period | $ 0 | $ 0 | ||
Weighted Average Grant Date Fair Value | ||||
Outstanding at beginning of period | 92.31 | |||
Granted | 0 | |||
Vested | (92.31) | |||
Forfeited | 0 | |||
Outstanding at end of period | $ 0 | $ 0 |
Equity-Based Compensation - S44
Equity-Based Compensation - Schedule of Fair Value of Stock Options (Details) - 6 months ended Jul. 01, 2015 - 2015 Incentive Award Plan - Stock options | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 7 years 6 months |
Expected volatility | 35.10% |
Risk-free interest rate | 1.60% |
Dividend yield | 0.00% |
Equity-Based Compensation - S45
Equity-Based Compensation - Schedule of Stock Options (Details) - 6 months ended Jul. 01, 2015 - 2015 Incentive Award Plan - $ / shares | Total |
Stock Options | |
Outstanding at beginning of period | 0 |
Granted | 2,622,281 |
Exercised | 0 |
Forfeited | (22,000) |
Outstanding at end of period | 2,600,281 |
Weighted Average Exercise Price | |
Outstanding at beginning of period | $ 0 |
Granted | 21 |
Exercised | 0 |
Forfeited | (21) |
Outstanding at end of period | $ 21 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Feb. 03, 2015 | Jul. 01, 2015 | Jun. 25, 2014 | Jul. 01, 2015 | Jul. 01, 2015 | Jun. 25, 2014 | |
Income Tax Disclosure [Abstract] | ||||||
Income (loss) before income taxes | $ 6,160 | $ 2,086 | $ (4,867) | $ 3,280 | ||
Less: net loss prior to the Organizational Transactions | $ (13,049) | 5,145 | 1,949 | $ 6,934 | (6,115) | 3,041 |
Less: net income attributable to non-controlling interests | 4,027 | 0 | 5,435 | 0 | ||
Income attributable to Shake Shack Inc. before income taxes | 2,133 | 2,086 | 2,747 | 3,280 | ||
Income taxes at U.S. federal statutory rate | 746 | 730 | 961 | 1,148 | ||
State and local income taxes, net of federal benefit | 150 | 48 | 65 | 80 | ||
Foreign withholding taxes | 69 | 89 | 144 | 159 | ||
Non-deductible expenses | 50 | 0 | 78 | 0 | ||
LLC flow-through structure | 0 | (730) | 0 | (1,148) | ||
Income tax expense | $ 1,015 | $ 137 | $ 1,248 | $ 239 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | Feb. 04, 2015 | Jul. 01, 2015 | Jun. 25, 2014 |
Income Tax Contingency [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% | ||
Member distributions | $ 11,125 | $ 11,125 | $ 3,819 |
Deferred tax asset, tax receivable agreement | 6,006 | ||
Tax receivable agreement liability | $ 5,105 | ||
Pro forma | |||
Income Tax Contingency [Line Items] | |||
Effective income tax rate, percent | 20.80% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Feb. 03, 2015 | Jul. 01, 2015 | Jun. 25, 2014 | Jul. 01, 2015 | Jul. 01, 2015 | Jun. 25, 2014 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Less: net loss prior to the Organizational Transactions | $ (13,049) | $ 5,145 | $ 1,949 | $ 6,934 | $ (6,115) | $ 3,041 | |
Less: net loss attributable to non-controlling interests | (4,027) | 0 | (5,435) | 0 | |||
Net income attributable to Shake Shack Inc. | $ 1,118 | $ 1,949 | $ (11,550) | $ 3,041 | |||
Denominator: | |||||||
Weighted-average shares of Class A common stock outstanding/weighted-average units outstanding—basic (shares) | [1] | 12,058 | 29,963 | 12,006 | 29,963 | ||
Effect of dilutive securities: | |||||||
Weighted-average shares of Class A common stock outstanding/weighted-average units outstanding—diluted (shares) | [1] | 13,339 | 30,127 | 12,006 | 30,126 | ||
Earnings per share of Class A common stock/earnings per unit—basic (in USD per share) | [1] | $ 0.09 | $ 0.07 | $ (0.96) | $ 0.10 | ||
Earnings per share of Class A common stock/earnings per unit—diluted (in USD per share) | [1] | $ 0.08 | $ 0.06 | $ (0.96) | $ 0.10 | ||
Restricted Stock | |||||||
Effect of dilutive securities: | |||||||
Incremental common shares | 0 | 164 | 0 | 163 | |||
Stock options | |||||||
Effect of dilutive securities: | |||||||
Incremental common shares | 1,281 | 0 | 0 | 0 | |||
[1] | Amounts for the thirteen and twenty-six weeks ended June 25, 2014 have been retroactively adjusted to give effect to the recapitalization transactions that occurred in connection with our initial public offering, including the amendment and restatement of the limited liability company agreement of SSE Holdings, LLC to, among other things, (i) provide for a new single class of common membership interests and (ii) exchange all of the then-existing members’ ownership interests for the newly-created membership interests. The computation does not consider the 5,750,000 shares of Class A common stock issued to investors in our initial public offering or the 339,306 shares of Class A common stock issued upon settlement of outstanding unit appreciation rights. See Note 11. |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | Feb. 04, 2015 | Jul. 01, 2015 | Jul. 01, 2015 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 2,600,281 | ||
Class B Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 24,191,853 | ||
Common stock | Class A Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares issued during the period | 5,968,841 | 5,750,000 | |
Issuance of class A common stock in settlement of unit appreciation rights (shares) | 339,306 | 339,306 | 339,306 |
IPO | Common stock | Class A Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares issued during the period | 5,750,000 |
Supplemental Cash Flow Inform50
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2015 | Jun. 25, 2014 | |
Cash paid for: | ||
Income taxes, net of refunds | $ 121 | $ 445 |
Interest | 171 | 49 |
Non-cash investing activities: | ||
Accrued purchases of property and equipment | 2,537 | 1,397 |
Class A Common Stock | ||
Non-cash investing activities: | ||
Class A common stock issued connection with the acquisition of the Former SSE Equity Owners | 6 | 0 |
Class B Common Stock | ||
Non-cash financing activities: | ||
Cancellation of Class B common stock in connection with the Organizational Transactions | $ (6) | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2015 | Dec. 31, 2013 | |
Retail site | ||
Loss Contingencies [Line Items] | ||
Letters of credit outstanding | $ 160 | |
Office building | ||
Loss Contingencies [Line Items] | ||
Letters of credit outstanding | $ 80 | |
Letter of credit | ||
Loss Contingencies [Line Items] | ||
Renewal term | 1 year |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 01, 2015USD ($) | Jun. 25, 2014USD ($) | Jul. 01, 2015USD ($)renewal_option | Jun. 25, 2014USD ($) | Dec. 31, 2014USD ($) | |
USHG | |||||
Related Party Transaction [Line Items] | |||||
Management fee | 2.50% | ||||
Amounts due to related parties | $ 11,000 | $ 11,000 | $ 238,000 | ||
Due from Related Parties, Current | 29,000 | 29,000 | 0 | ||
USHG | Management fee | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 0 | $ 697,000 | 0 | $ 1,289,000 | |
USHG | Rent expense | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 0 | 38,000 | |||
USHG | Self insurance health care expense | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 0 | 451,000 | $ 188,000 | 602,000 | |
Hudson Yards Sports and Entertainment | |||||
Related Party Transaction [Line Items] | |||||
Number of renewal terms | renewal_option | 5 | ||||
Renewal option period | 5 years | ||||
Hudson Yards Sports and Entertainment | Concession income | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 95,000 | 84,000 | $ 95,000 | 84,000 | |
Due from Related Parties, Current | 40,000 | 40,000 | 0 | ||
Madison Square Park Conservancy | Rent expense | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 111,000 | $ 186,000 | 111,000 | $ 283,000 | |
Due to MSP Conservancy, Current | $ 48,000 | $ 48,000 | $ 0 |
Uncategorized Items - shak-2015
Label | Element | Value |
Limited Liability Company (LLC) Members' Equity, Unit-based Compensation | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | $ 7,731 |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 11,125 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 109,362 |
Gain (Loss) on Disposition of Property Plant Equipment | us-gaap_GainLossOnSaleOfPropertyPlantEquipment | (13) |
Gain (Loss) on Disposition of Property Plant Equipment | us-gaap_GainLossOnSaleOfPropertyPlantEquipment | 0 |
Stockholders' Equity, Change in Reporting Entity | us-gaap_StockholdersEquityChangeInReportingEntity | 30 |
Depreciation | us-gaap_Depreciation | 1,334 |
Depreciation | us-gaap_Depreciation | 2,447 |
Adjustments to Additional Paid in Capital, Tax Receivable Agreement | shak_AdjustmentstoAdditionalPaidinCapitalTaxReceivableAgreement | 901 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition | 1,970 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 109,356 |
Adjustments to Additional Paid in Capital, Tax Receivable Agreement | shak_AdjustmentstoAdditionalPaidinCapitalTaxReceivableAgreement | 901 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition | 1,970 |
Member Units [Member] | ||
Limited Liability Company (LLC) Members' Equity, Unit-based Compensation | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 7,731 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 11,125 |
Stockholders' Equity, Change in Reporting Entity | us-gaap_StockholdersEquityChangeInReportingEntity | 3,843 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (13,049) |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Change in Reporting Entity | us-gaap_StockholdersEquityChangeInReportingEntity | (2,565) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 5,435 |
Retained Earnings [Member] | ||
Stockholders' Equity, Change in Reporting Entity | us-gaap_StockholdersEquityChangeInReportingEntity | (1,278) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 1,499 |
Common Class A [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 6 |
Stockholders' Equity, Change in Reporting Entity | us-gaap_StockholdersEquityChangeInReportingEntity | $ 6 |
Stockholders Equity, Change in Reporting Entity, Shares | shak_StockholdersEquityChangeinReportingEntityShares | 5,968,841 |
Common Class B [Member] | Common Stock [Member] | ||
Stockholders' Equity, Change in Reporting Entity | us-gaap_StockholdersEquityChangeInReportingEntity | $ 24 |
Stockholders Equity, Change in Reporting Entity, Shares | shak_StockholdersEquityChangeinReportingEntityShares | 24,191,853 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 0 |