Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 3 Months Ended | |
Mar. 29, 2017 | Apr. 26, 2017 | |
Document Information [Line Items] | ||
Document type | 10-Q | |
Amendment flag | false | |
Document period end date | Mar. 29, 2017 | |
Document fiscal year focus | 2,017 | |
Document fiscal period focus | Q1 | |
Entity registrant name | Shake Shack Inc. | |
Entity central index key | 1,620,533 | |
Current fiscal year end date | --12-27 | |
Entity filer category | Accelerated Filer | |
Entity current reporting status | Yes | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity common stock, shares outstanding (in shares) | 25,757,064 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity common stock, shares outstanding (in shares) | 10,879,592 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 29, 2017 | Dec. 28, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 15,711 | $ 11,607 |
Marketable Securities, Current | 57,840 | 62,040 |
Accounts receivable | 5,044 | 6,006 |
Inventories | 903 | 806 |
Prepaid expenses and other current assets | 4,302 | 3,485 |
Total current assets | 83,800 | 83,944 |
Property and equipment, net | 147,485 | 136,264 |
Deferred tax asset, non-current | 319,530 | 313,207 |
Other assets | 4,613 | 4,779 |
TOTAL ASSETS | 555,428 | 538,194 |
Current liabilities: | ||
Accounts payable | 5,663 | 6,921 |
Accrued expenses | 7,699 | 8,538 |
Accrued wages and related liabilities | 4,027 | 6,084 |
Other current liabilities | 11,427 | 10,173 |
Total current liabilities | 28,816 | 31,716 |
Deemed Landlord Financing Liability | 8,016 | 2,007 |
Deferred rent | 31,354 | 31,107 |
Liabilities under tax receivable agreement, net of current portion | 274,259 | 267,902 |
Other long-term liabilities | 1,512 | 4,109 |
Total liabilities | 343,957 | 336,841 |
Stockholders' equity: | ||
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of March 29, 2017 and December 28, 2016. | 0 | 0 |
Additional paid-in capital | 141,940 | 135,448 |
Retained earnings | 18,986 | 16,719 |
Accumulated other comprehensive loss | (19) | (15) |
Total stockholders' equity attributable to Shake Shack Inc. | 160,944 | 152,188 |
Non-controlling interests | 50,527 | 49,165 |
Total equity | 211,471 | 201,353 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 555,428 | 538,194 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 26 | 25 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 11 | $ 11 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 29, 2017 | Dec. 28, 2016 |
Preferred Stock, no par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (in shares) | 25,681,875 | 25,151,384 |
Common Stock, Shares, Outstanding | 25,681,875 | 25,151,384 |
Class B Common Stock | ||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 |
Common stock, shares, issued (in shares) | 10,929,592 | 11,253,592 |
Common Stock, Shares, Outstanding | 10,929,592 | 11,253,592 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Income Statement [Abstract] | ||
Shack sales | $ 74,155 | $ 52,153 |
Licensing revenue | 2,594 | 2,012 |
TOTAL REVENUE | 76,749 | 54,165 |
Shack-level operating expenses: | ||
Food and paper costs | 21,174 | 15,032 |
Labor and related expenses | 20,460 | 13,162 |
Other operating expenses | 7,665 | 4,919 |
Occupancy and related expenses | 6,176 | 4,323 |
General and administrative expenses | 8,470 | 6,884 |
Depreciation expense | 4,748 | 3,106 |
Pre-opening costs | 2,415 | 2,025 |
Loss on disposal of property and equipment | 13 | 0 |
TOTAL EXPENSES | 71,121 | 49,451 |
OPERATING INCOME | 5,628 | 4,714 |
Other income, net | 195 | 23 |
Interest Expense | 303 | 87 |
INCOME BEFORE INCOME TAXES | 5,520 | 4,650 |
Income tax expense | 1,658 | 1,299 |
NET INCOME | 3,862 | 3,351 |
Less: net income attributable to non-controlling interests | 1,595 | 1,889 |
NET INCOME ATTRIBUTABLE TO SHAKE SHACK INC. | $ 2,267 | $ 1,462 |
Earnings per share of Class A common stock: | ||
Basic (in dollars per share) | $ 0.09 | $ 0.07 |
Diluted (in dollars per share) | $ 0.09 | $ 0.07 |
Weighted-average shares of Class A common stock outstanding: | ||
Basic (in shares) | 25,376 | 20,353 |
Diluted (in shares) | 25,955 | 20,812 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 29, 2017 | Mar. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 3,862 | $ 3,351 | |
Available-for-sale securities: | |||
Change in net unrealized holding losses | [1] | (9) | (2) |
Less: reclassification adjustments for net realized losses included in net income | [1] | 3 | 0 |
OTHER COMPREHENSIVE LOSS | (6) | (2) | |
COMPREHENSIVE INCOME | 3,856 | 3,349 | |
Less: comprehensive income attributable to non-controlling interests | 1,593 | 1,888 | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO SHAKE SHACK INC. | $ 2,263 | $ 1,461 | |
[1] | Net of tax benefit of $0 for the thirteen weeks ended March 29, 2017 and March 30, 2016. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Income tax benefit | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - 3 months ended Mar. 29, 2017 - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common stockClass A Common Stock | Common stockClass B Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non- Controlling Interest |
Beginning balance (shares) at Dec. 28, 2016 | 25,151,384 | 11,253,592 | 25,151,384 | 11,253,592 | |||||
Beginning balance at Dec. 28, 2016 | $ 201,353 | $ 25 | $ 11 | $ 135,448 | $ 16,719 | $ (15) | $ 49,165 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 3,862 | 2,267 | 1,595 | ||||||
Other comprehensive loss: | |||||||||
Net unrealized losses related to available-for-sale securities | (6) | (4) | (2) | ||||||
Equity-based compensation | 1,289 | 1,289 | |||||||
Stock option exercises (in shares) | 206,491 | ||||||||
Activity under stock compensation plans | 4,317 | $ 1 | 2,870 | 1,446 | |||||
Redemption of LLC Interests (in shares) | 324,000 | (324,000) | |||||||
Redemption of LLC Interests | 0 | $ 0 | $ 0 | 1,322 | (1,322) | ||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 1,011 | 1,011 | |||||||
Distributions paid to non-controlling interest holders | (355) | 355 | |||||||
Ending balance (shares) at Mar. 29, 2017 | 25,681,875 | 10,929,592 | 25,681,875 | 10,929,592 | |||||
Ending balance at Mar. 29, 2017 | $ 211,471 | $ 26 | $ 11 | $ 141,940 | $ 18,986 | $ (19) | $ 50,527 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
OPERATING ACTIVITIES | ||
Net income (including amounts attributable to non-controlling interests) | $ 3,862,000 | $ 3,351,000 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation expense | 4,748,000 | 3,106,000 |
Equity-based compensation | 1,249,000 | 1,030,000 |
Deferred income taxes | (1,009,000) | 3,000 |
Non-cash interest expense | 71,000 | 70,000 |
Excess tax benefits on equity-based compensation | 0 | (28,000) |
Loss on sale of marketable securities | 3,000 | 0 |
Loss on disposal of property and equipment | (13,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,312,000 | 1,019,000 |
Inventories | (97,000) | (78,000) |
Prepaid expenses and other current assets | (505,000) | 345,000 |
Other assets | (520,000) | (234,000) |
Accounts payable | 400,000 | 561,000 |
Accrued expenses | 1,029,000 | (89,000) |
Accrued wages and related liabilities | (2,057,000) | (2,086,000) |
Other current liabilities | 62,000 | 202,000 |
Deferred rent | 164,000 | 1,354,000 |
Other long-term liabilities | (46,000) | (48,000) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 9,679,000 | 8,478,000 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (13,132,000) | (14,128,000) |
Purchases of marketable securities | (325,000) | 0 |
Sales of marketable securities | 5,155,000 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (8,302,000) | (14,128,000) |
FINANCING ACTIVITIES | ||
Proceeds from Deemed Landlord Financing | 293,000 | 0 |
Payments On Deemed Landlord Financing | (36,000) | 0 |
Distributions paid to non-controlling interest holders | (355,000) | 0 |
Tax Receivable Agreement Payments To Related Parties | (1,471,000) | 0 |
Proceeds from stock option exercises | 4,296,000 | 628,000 |
Excess tax benefits from equity-based compensation | 0 | 28,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,727,000 | 656,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,104,000 | $ (4,994,000) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 11,607,000 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 15,711,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 29, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Shake Shack Inc. ("we," "us," "our," "Shake Shack" and the "Company") was formed on September 23, 2014 as a Delaware corporation for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of SSE Holdings, LLC and its subsidiaries ("SSE Holdings"). 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. We used the net proceeds from the IPO to purchase newly-issued membership interests from SSE Holdings ("LLC Interests"). Following the organizational transactions completed in connection with the IPO, we became the sole managing member of SSE Holdings. As sole managing member, we operate and control all of the business and affairs of SSE Holdings and, as a result, consolidate the financial results of SSE Holdings. We report a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. As of March 29, 2017 we owned 70.1% of SSE Holdings. Unless the context otherwise requires, "we," "us," "our," "Shake Shack," the "Company," and other similar references, refer to Shake Shack Inc. and, unless otherwise stated, all of its subsidiaries, including SSE Holdings. 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 March 29, 2017 , there were 127 Shacks in operation, system-wide, of which 71 were domestic company-operated Shacks, seven were domestic licensed Shacks and 49 were international licensed Shacks. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 29, 2017 | |
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 28, 2016 ("2016 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 28, 2016 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 2016 Form 10-K. SSE Holdings is considered a VIE. Shake Shack Inc. is the primary beneficiary as we have the majority economic interest in SSE Holdings and, as the sole managing member, have decision making authority that significantly affects the economic performance of the entity, while the limited partners have no substantive kick-out or participating rights. As a result, we consolidate SSE Holdings. The assets and liabilities of SSE Holdings represent substantially all of our consolidated assets and liabilities with the exception of certain deferred taxes and liabilities under the Tax Receivable Agreement. As of March 29, 2017 and December 28, 2016 , the net assets of SSE Holdings were $169,267 and $158,845 , respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreements. See Note 7 for more information. Fiscal Year We operate on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal 2017 contains 52 weeks and ends on December 27, 2017 . Fiscal 2016 contained 52 weeks and ended on December 28, 2016 . 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 Adopted Accounting Pronouncements We adopted the Accounting Standards Updates (“ASUs”) summarized below in fiscal 2017. The effects of adoption did not have a material impact on our consolidated financial statements. Accounting Standards Update (“ASU”) Description Date Adopted Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) This standard simplifies certain aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, certain classifications on the statement of cash flows, and an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur. Upon adoption, we made such policy election. The adoption methodology applied varied based on each applicable provision of the standard, and none of the provisions had a material impact on our consolidated financial statements. December 29, 2016 Simplifying the Measurement of Inventory (ASU 2015-11) This standard applies to inventory measured using methods other than last-in, first-out (LIFO) or the retail method, and requires entities to measure such inventory at the lower of cost or net realizable value. It should be applied prospectively. December 29, 2016 Recently Issued Accounting Pronouncements Accounting Standards Update (“ASU”) Description Expected Impact Effective Date Statement of Cash Flows: Classification of Certain Cash Receipts and Payments (ASU 2016-15) This standard provides guidance on eight specific cash flow issues with the objective of reducing diversity in practice. It should be applied retrospectively to each period presented, subject to certain conditions. We are currently evaluating the impact this standard will have on our consolidated financial statements. December 28, 2017 Accounting Standards Update (“ASU”) Description Expected Impact Effective Date Recognition and Measurement of Financial Assets and Financial Liabilities For public business entities, this standard requires: (i) certain equity investments to be measured at fair value with changes in fair value recognized in net income; (ii) a qualitative assessment to identify impairment of equity investments without readily determinable fair values; (iii) elimination of the requirement to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet; (iv) use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (v) separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (vi) separate presentation of financial assets and liabilities by measurement category and form of financial asset in the financial statements; and (vii) an entity to evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The standard should be applied by means of a cumulative-effect adjustment to the balance sheet at the beginning of the fiscal year of adoption. Early adoption is permitted, subject to certain conditions resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value. We are currently evaluating the impact this standard will have on our consolidated financial statements. December 28, 2017 Revenue from Contracts with Customers and related standards This standard supersedes the existing revenue recognition guidance and provides a new framework for recognizing revenue. The core principle of the standard 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. The new standard also requires significantly more comprehensive disclosures than the existing standard. Guidance subsequent to ASU 2014-09 has been issued to clarify various provisions in the standard, including principal versus agent considerations, identifying performance obligations, licensing transactions, as well as various technical corrections and improvements. This standard may be adopted using either a retrospective or modified retrospective method. Early adoption is permitted. We are currently in the process of evaluating the impact this standard is expected to have on our consolidated financial statements. It is still too early in our process to determine the magnitude of the potential impact. However, based on our preliminary assessment, we believe that further evaluation of the initial territory fees associated with our licensing agreements may reveal differences in the timing of revenue recognition from current policy, but that it is likely that recognition of sales-based royalties will not significantly change. In addition to further evaluating each of our licensing agreements, we are in the process of assessing whether any sales promotions or discounts we currently offer related to our Shack sales could be considered separate performance obligations. As we continue our evaluation, we will further clarify the expected impact of the adoption of the standard. December 28, 2017 Leases (ASU 2016-02) This standard establishes a new lease accounting model, which introduces the recognition of lease assets and liabilities for those leases classified as operating leases under previous GAAP. It should be applied using a modified retrospective approach, with the option to elect various practical expedients. Early adoption is permitted. We are currently evaluating the impact this standard will have on our consolidated financial statements. December 27, 2018 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 29, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis as of March 29, 2017 and December 28, 2016 , and indicate the classification within the fair value hierarchy. Cash, Cash Equivalents and Marketable Securities The following tables summarize our cash, cash equivalents and marketable securities by significant investment categories as of March 29, 2017 and December 28, 2016 : March 29, 2017 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 10,683 $ — $ — $ 10,683 $ 10,683 $ — Level 1: Money market funds 5,028 — — 5,028 5,028 — Mutual funds 55,393 — — 55,393 — 55,393 Level 2: Corporate debt securities (1) 2,480 2 (35 ) 2,447 2,447 Total $ 73,584 $ 2 $ (35 ) $ 73,551 $ 15,711 $ 57,840 December 28, 2016 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 6,322 $ — $ — $ 6,322 $ 6,322 $ — Level 1: Money market funds 5,285 — — 5,285 5,285 — Mutual funds 60,232 — — 60,232 — 60,232 Level 2: Corporate debt securities (1) 2,473 3 (30 ) 2,446 — 2,446 Total $ 74,312 $ 3 $ (30 ) $ 74,285 $ 11,607 $ 62,678 (1) Corporate debt securities were measured at fair value using a market approach utilizing observable prices for identical securities or securities with similar characteristics and inputs that are observable or can be corroborated by observable market data. Net unrealized losses on available-for-sale securities totaling $33 and $27 were included in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheet as of March 29, 2017 and December 28, 2016 , respectively. The following tables summarize the gross unrealized losses and fair values for those investments that were in an unrealized loss position as of March 29, 2017 and December 28, 2016 , aggregated by investment category and the length of time that individual securities have been in a continuous loss position: March 29, 2017 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Money market funds $ — $ — $ — $ — $ — $ — Mutual funds — — — — — — Corporate debt securities 1,117 (6 ) 637 (29 ) 1,754 (35 ) Total $ 1,117 $ (6 ) $ 637 $ (29 ) $ 1,754 $ (35 ) December 28, 2016 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Money market funds $ — $ — $ — $ — $ — $ — Mutual funds — — — — — — Corporate debt securities 1,244 (10 ) 540 (20 ) 1,784 (30 ) Total $ 1,244 $ (10 ) $ 540 $ (20 ) $ 1,784 $ (30 ) A summary of other income from available-for-sale securities recognized during the thirteen weeks ended March 29, 2017 and March 30, 2016 is as follows: Thirteen Weeks Ended March 29 March 30 Available-for-sale securities: Dividend income $ 178 $ — Interest income 20 23 Loss on investments 3 — Total other income, net $ 201 $ 23 A summary of available-for-sale securities sold and gross realized gains and losses recognized during the thirteen weeks ended March 29, 2017 and March 30, 2016 is as follows: Thirteen Weeks Ended March 29 March 30 Available-for-sale securities: Gross proceeds from sales and redemptions $ 155 $ — Cost basis of sales and redemptions 158 — Gross realized gains included in net income — — Gross realized losses included in net income (3 ) — Amounts reclassified out of accumulated other comprehensive loss 3 — Realized gains and losses are determined on a specific identification method and are included in other income,net on the Condensed Consolidated Statements of Income . The estimated fair value of our investments in corporate debt securities that are accounted for as available-for-sale securities are all due within one year and are included within marketable securities on the Condensed Consolidated Balance Sheets. We periodically review our marketable securities for other-than-temporary impairment. We consider factors such as the duration, severity and the reason for the decline in value, the potential recovery period and our intent to sell. For our debt securities, we also consider whether (i) it is more likely than not that we will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses. As of March 29, 2017 and December 28, 2016 , the declines in the market value of our marketable securities investment portfolio were considered to be temporary in nature. Other Financial Instruments The carrying value of our other financial instruments, including accounts receivable, accounts payable, and accrued expenses as of March 29, 2017 and December 28, 2016 approximated their fair value due to the short-term nature of these financial instruments. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Assets and liabilities that are measured at fair value on a non-recurring basis include our long-lived assets and indefinite-lived intangible assets. There were no impairments recognized during the thirteen weeks ended March 29, 2017 and March 30, 2016 . |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 29, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories as of March 29, 2017 and December 28, 2016 consisted of the following: March 29 December 28 Food $ 577 $ 543 Wine 54 47 Beer 58 58 Beverages 91 79 Retail merchandise 123 79 Inventories $ 903 $ 806 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 29, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment as of March 29, 2017 and December 28, 2016 consisted of the following: March 29 December 28 Leasehold improvements $ 131,817 $ 120,629 Landlord funded assets 3,296 — Equipment 25,411 23,194 Furniture and fixtures 7,987 7,342 Computer equipment and software 9,582 8,710 Construction in progress (includes assets under construction from deemed landlord financing) 11,465 13,510 Property and equipment, gross 189,558 173,385 Less: accumulated depreciation 42,073 37,121 Property and equipment, net $ 147,485 $ 136,264 |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 3 Months Ended |
Mar. 29, 2017 | |
Supplemental Balance Sheet Disclosures [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | SUPPLEMENTAL BALANCE SHEET INFORMATION The components of other current liabilities as of March 29, 2017 and December 28, 2016 are as follows: March 29 December 28 Sales tax payable $ 1,498 $ 1,324 Current portion of liabilities under tax receivable agreement 3,110 4,580 Gift card liability 1,083 1,153 Deferred compensation 2,350 — Other 3,386 3,116 Other current liabilities $ 11,427 $ 10,173 |
DEBT
DEBT | 3 Months Ended |
Mar. 29, 2017 | |
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, and as further amended, 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 2.3% to 3.3% or (ii) the prime rate plus a percentage ranging from 0.0% to 0.8% , depending on the type of borrowing made under the Revolving Credit Facility. As of March 29, 2017 and December 28, 2016 , there were no amounts outstanding under the Revolving Credit Facility. As of March 29, 2017 , we had $19,920 of availability under the Revolving Credit Facility, 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 March 29, 2017 , we were in compliance with all covenants. As of March 29, 2017 and December 28, 2016 we had deemed landlord financing liabilities of $8,016 and $2,007 , respectively, for certain leases where we are involved in the construction of leased assets and are considered the accounting owner of the construction project. Total interest costs incurred were $324 and $87 for the thirteen weeks ended March 29, 2017 and March 30, 2016 , respectively. During the thirteen weeks ended March 29, 2017 we capitalized $21 into property and equipment. No amounts were capitalized for the thirteen weeks ended March 30, 2016 . |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 3 Months Ended |
Mar. 29, 2017 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTS We are the sole managing member of SSE Holdings and, as a result, consolidate the financial results of SSE Holdings. We report a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement, as further amended, (the "LLC Agreement") of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. Changes in our ownership interest in SSE Holdings while we retain our controlling interest in SSE Holdings will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Interests in SSE Holdings by the other members of SSE Holdings will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital. The following table summarizes the ownership interest in SSE Holdings as of March 29, 2017 and December 28, 2016 . March 29, 2017 December 28, 2016 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests held by Shake Shack Inc. 25,681,875 70.1 % 25,151,384 69.1 % Number of LLC Interests held by non-controlling interest holders 10,929,592 29.9 % 11,253,592 30.9 % Total LLC Interests outstanding 36,611,467 100.0 % 36,404,976 100.0 % The weighted average ownership percentages for the applicable reporting periods are used to attribute net income and other comprehensive loss to Shake Shack Inc. and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage for the thirteen weeks ended March 29, 2017 and March 30, 2016 was 30.4% and 43.9% , respectively. The following table summarizes the effects of changes in ownership in SSE Holdings on our equity during the thirteen weeks ended March 29, 2017 and March 30, 2016 . Thirteen Weeks Ended March 29 March 30 Net income attributable to Shake Shack Inc. $ 2,267 $ 1,462 Other comprehensive loss: Unrealized holding losses on available-for-sale securities (4 ) (1 ) Transfers (to) from non-controlling interests: Increase in additional paid-in capital as a result of the redemption of LLC Interests 1,322 4,642 Increase in additional paid-in capital as a result of activity under stock compensation plans 2,870 216 Total effect of changes in ownership interest on equity attributable to Shake Shack Inc. $ 6,455 $ 6,319 During thirteen weeks ended March 29, 2017 , an aggregate of 324,000 LLC Interests were redeemed by non-controlling interest holders for newly-issued shares of Class A common stock, and we received 324,000 LLC Interests in connection with these redemptions, increasing our total ownership interest in SSE Holdings. During the thirteen weeks ended March 30, 2016 an aggregate of 1,877,855 LLC Interests were redeemed by non-controlling interest holders for newly-issued shares of Class A common stock, and we received 1,877,855 LLC Interests in connection with these redemptions, increasing our total ownership interest in SSE Holdings. During thirteen weeks ended March 29, 2017 and March 30, 2016 , we received an aggregate of 206,491 and 33,070 LLC Interests, respectively, in connection with the activity under our stock compensation plan. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 3 Months Ended |
Mar. 29, 2017 | |
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 weeks ended March 29, 2017 and March 30, 2016 is as follows: Thirteen Weeks Ended March 29 March 30 Stock options $ 964 $ 1,030 Performance stock units 285 — Equity-based compensation expense $ 1,249 $ 1,030 Total income tax benefit recognized related to equity-based compensation $ 51 $ 31 Amounts are included in general and administrative expense and labor and related expenses on the Condensed Consolidated Statements of Income . |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 29, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We are the sole managing member of SSE Holdings, and as a result, consolidate the financial results of SSE Holdings. SSE Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, SSE Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of SSE Holdings, as well as any stand-alone income or loss generated by Shake Shack Inc. We are also subject to withholding taxes in foreign jurisdictions. Income Tax Expense A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense is as follows: Thirteen Weeks Ended March 29 March 30 Expected U.S. federal income taxes at statutory rate $ 1,932 35.0 % $ 1,581 34.0 % State and local income taxes, net of federal benefit 349 6.3 % 272 5.8 % Foreign withholding taxes 186 3.4 % 240 5.2 % Tax credits (130 ) (2.4 )% (39 ) (0.8 )% Non-controlling interest (679 ) (12.3 )% (755 ) (16.3 )% Income tax expense $ 1,658 30.0 % $ 1,299 27.9 % Our effective income tax rates for the thirteen weeks ended March 29, 2017 and March 30, 2016 were 30.0% and 27.9% , respectively. The increase in our effective income tax rate for the period is primarily due to an increase in our ownership interest in SSE Holdings, partially offset by higher tax credits. As our ownership interest in SSE Holdings increases, our share of the taxable income of SSE Holdings also increases. Our weighted-average ownership interest in SSE Holdings was 69.6% and 56.1% for the thirteen weeks ended March 29, 2017 and March 30, 2016 , respectively. Deferred Tax Assets and Liabilities During the thirteen weeks ended March 29, 2017 , we acquired an aggregate of 530,491 LLC Interests in connection with the redemption of LLC Interests and activity relating to our stock compensation plan. We recognized a deferred tax asset in the amount of $5,310 associated with the basis difference in our investment in SSE Holdings upon acquisition of these LLC Interests. As of March 29, 2017 , the total deferred tax asset related to the basis difference in our investment in SSE Holdings was $216,281 . However, a portion of the total basis difference will only reverse upon the eventual sale of our interest in SSE Holdings, which we expect would result in a capital loss. As of March 29, 2017 , we established a valuation allowance in the amount of $16,077 against the deferred tax asset to which this portion relates. During the thirteen weeks ended March 29, 2017 , we also recognized $2,567 of deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement and related deductions for imputed interest on such payments. See "—Tax Receivable Agreement" for more information. We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of March 29, 2017 , we concluded, based on the weight of all available positive and negative evidence, that all of our deferred tax assets (except for those deferred tax assets described above relating to basis differences that are expected to result in a capital loss upon the eventual sale of our interest in SSE Holdings) are more likely than not to be realized. As such, no additional valuation allowance was recognized. Uncertain Tax Positions No uncertain tax positions existed as of March 29, 2017 . Shake Shack Inc. was formed in September 2014 and did not engage in any operations prior to the IPO and related organizational transactions. Shake Shack Inc. first filed tax returns for tax year 2014, which is the first tax year subject to examination by taxing authorities for U.S. federal and state income tax purposes. Additionally, although SSE Holdings is treated as a partnership for U.S. federal and state income taxes purposes, it is still required to file an annual U.S. Return of Partnership Income, which is subject to examination by the Internal Revenue Service ("IRS"). The statute of limitations has expired for tax years through 2012 for SSE Holdings. Tax Receivable Agreement Pursuant to our election under Section 754 of the Internal Revenue Code (the "Code"), we expect to obtain an increase in our share of the tax basis in the net assets of SSE Holdings when LLC Interests are redeemed or exchanged by the other members of SSE Holdings. We plan to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. We intend to treat any redemptions and exchanges of LLC Interests as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that we would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On February 4, 2015, we entered into a tax receivable agreement with certain of the then-existing members of SSE Holdings (the "Tax Receivable Agreement") that provides for the payment by us of 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of SSE Holdings resulting from any redemptions or exchanges of LLC Interests, (ii) tax basis increases attributable to payments made under the Tax Receivable Agreement, and (iii) deductions attributable to imputed interest pursuant to the Tax Receivable Agreement (the "TRA Payments"). We expect to benefit from the remaining 15% of any tax benefits that we may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in SSE Holdings or us. The rights of each SSE Holdings member party under the Tax Receivable Agreement are assignable to transferees of its LLC Interests. During the thirteen weeks ended March 29, 2017 , we acquired an aggregate of 324,000 LLC Interests in connection with the redemption of LLC Interests, which resulted in an increase in the tax basis of our investment in SSE Holdings subject to the provisions of the Tax Receivable Agreement. We recognized an additional liability in the amount of $6,357 for the TRA Payments due to the redeeming members, representing 85% of the aggregate tax benefits we expect to realize from the tax basis increases related to the redemption of LLC Interests, after concluding it was probable that such TRA Payments would be paid based on our estimates of future taxable income. During the thirteen weeks ended March 29, 2017 , payments of $1,471 , inclusive of interest, were made to the members of SSE Holdings pursuant to the Tax Receivable Agreement. No amounts were paid to the members during the thirteen weeks ended March 30, 2016 . As of March 29, 2017 , the total amount of TRA Payments due under the Tax Receivable Agreement, was $277,370 , of which $3,110 was included in other current liabilities on the Condensed Consolidated Balance Sheet. See Note 13 for more information relating to our liabilities under the Tax Receivable Agreement. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 29, 2017 | |
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. 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 weeks ended March 29, 2017 and March 30, 2016 . Thirteen Weeks Ended March 29 March 30 Numerator: Net income $ 3,862 $ 3,351 Less: net income attributable to non-controlling interests 1,595 1,889 Net income attributable to Shake Shack Inc. $ 2,267 $ 1,462 Denominator: Weighted-average shares of Class A common stock outstanding—basic 25,376 20,353 Effect of dilutive securities: Stock options 552 459 Performance stock units 27 — Weighted-average shares of Class A common stock outstanding—diluted 25,955 20,812 Earnings (loss) per share of Class A common stock—basic $ 0.09 $ 0.07 Earnings (loss) per share of Class A common stock—diluted $ 0.09 $ 0.07 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 10,929,592 shares of Class B common stock outstanding as of March 29, 2017 and the 14,582,886 share of Class B common stock outstanding as of March 30, 2016 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 | 3 Months Ended |
Mar. 29, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information for the thirteen weeks ended March 29, 2017 and March 30, 2016 : Thirteen Weeks Ended March 29 March 30 Cash paid for: Income taxes, net of refunds $ 1,093 $ 475 Interest, net of amounts capitalized 19 15 Non-cash investing activities: Accrued purchases of property and equipment 4,415 3,133 Capitalized landlord assets for leases where we are deemed the accounting owner 4,545 — Capitalized equity-based compensation 40 30 Non-cash financing activities: Class A common stock issued in connection with the redemption of LLC Interests — 2 Cancellation of Class B common stock in connection with the redemption of LLC Interests — (2 ) Establishment of liabilities under tax receivable agreement 6,357 34,920 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 29, 2017 | |
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 2035. Under certain of these leases, we are liable for contingent rent based on a percentage of sales in excess of specified thresholds and are typically responsible for our proportionate share of real estate taxes, common area maintenance charges and utilities. As security under the terms of several of our leases, we are obligated under letters of credit totaling $160 as of March 29, 2017 . The letters of credit expire on April 23, 2018 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 2017 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. Legal Contingencies In November 2015, we participated in a voluntary mediation with counsel representing two former Shake Shack managers, who alleged that we improperly classified our restaurant managers as exempt from overtime protections. At the conclusion of the mediation, the parties mutually agreed to fully and finally resolve the matter by settling, rather than litigating. In connection with the settlement, the parties entered into a memorandum of understanding, pursuant to which we agreed to create a settlement fund in the amount of $750 and, in exchange for their participation in the settlement fund, all participating employees (current and former) will be required to release Shake Shack from all federal and/or state wage and hour claims that may exist through the settlement date. On March 11, 2016, as required by the memorandum of understanding, the parties entered into a settlement agreement in the amount of $750 million. To facilitate the resolution of the matter, the parties coordinated the filing by the plaintiff's counsel of a Complaint on March 17, 2016 with the Supreme Court of the State of New York (the “Court”). On October 25, 2016, the Court granted preliminary approval of the settlement agreement. On December 13, 2016, all eligible class members were mailed the notice of settlement, and the deadline to opt-out or object was January 27, 2017. On March 7, 2017, the Court held a fairness hearing, at which time it determined that the settlement agreement was fair, adequate and equitable, and subsequently issued its order granting final approval of the settlement. As of March 29, 2017, an accrual in the amount of $770 was recorded for this matter and the related expenses. On May 1, 2017, we paid to the claims administrator $774 in full satisfaction of the amounts owed by us under the settlement agreement. We are subject to various legal and regulatory 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 March 29, 2017 , the amount of ultimate liability with respect to these matters was not material. Liabilities under Tax Receivable Agreement As described in Note 10 , we are a party to the Tax Receivable Agreement under which we are contractually committed to pay certain of the members of SSE Holdings 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of certain transactions. We are not obligated to make any payments under the Tax Receivable Agreement until the tax benefits associated with the transactions that gave rise to the payments are realized. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then we would not be required to make the related TRA Payments. During the thirteen weeks ended March 29, 2017 and March 30, 2016 , we recognized liabilities totaling $6,357 and $34,920 , respectively, relating to our obligations under the Tax Receivable Agreement, after concluding that it was probable that we would have sufficient future taxable income to utilize the related tax benefits. As of March 29, 2017 and December 28, 2016 , our total obligations under the Tax Receivable Agreement, including accrued interest, were $277,370 and $272,482 , respectively. There were no transactions subject to the Tax Receivable Agreement for which we did not recognize the related liability, as we concluded that we would have sufficient future taxable income to utilize all of the related tax benefits. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 29, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Union Square Hospitality Group The Chairman of our Board of Directors serves as the Chief Executive Officer of Union Square Hospitality Group, LLC. As a result, Union Square Hospitality Group, LLC and its subsidiaries are considered related parties. USHG, LLC Effective January 2015, we entered into an Amended and Restated Management Services Agreement with USHG, LLC ("USHG"), in which USHG provides reduced management services to SSE Holdings comprised of executive leadership from members of its senior management, advisory and development services and limited leadership development and human resources services. The initial term of the Amended and Restated Management Services Agreement is through December 31, 2019, with renewal periods. Total amounts paid to USHG for general corporate expenses were $5 and $6 for the thirteen weeks ended March 29, 2017 and March 30, 2016 , respectively. These amounts are included in general and administrative expenses on the Condensed Consolidated Statements of Income . Total amounts payable to USHG as of March 29, 2017 and December 28, 2016 were $1 . These amounts are included in other current liabilities on the Condensed Consolidated Balance Sheets. No amounts were due from USHG as of March 29, 2017 and December 28, 2016 . Hudson Yards Sports and Entertainment In fiscal 2011, we entered into a Master License Agreement (as amended, "MLA") with Hudson Yards Sports and Entertainment LLC ("HYSE") to operate Shake Shack branded limited menu concession stands in sports and entertainment venues within the United States. 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 in the thirteen weeks ended March 29, 2017 were $20 . These amounts are included in licensing revenue on the Condensed Consolidated Statements of Income . No amounts were paid to us in the thirteen weeks ended March 30, 2016 . Total amounts due from HYSE as of March 29, 2017 and December 28, 2016 were $24 and $11 , which are included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets . Madison Square Park Conservancy The Chairman of our Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which we have a license agreement and pay license fees to operate our Madison Square Park Shack. Amounts paid to Madison Square Park Conservancy as rent amounted to $199 and $195 for the thirteen weeks ended March 29, 2017 and March 30, 2016 , respectively. These amounts are included in occupancy and related expenses on the Condensed Consolidated Statements of Income . No amounts were due to MSP Conservancy as of March 29, 2017 . Total amounts due to MSP Conservancy as of December 28, 2016 were $1 , which is included in accrued expenses on the Condensed Consolidated Balance Sheets. Additionally, we received tenant improvement allowances from MSP Conservatory related to a reconstruction project which ended in 2015. Total amounts due from MSP Conservancy as of December 28, 2016 were $200 , which are included in accounts receivable on the Condensed Consolidated Balance Sheets. Amounts paid to us during the thirteen weeks ended March 29, 2017 totaled $200 and no amounts were paid to us during the thirteen weeks ended March 30, 2016 . As of March 29, 2017 no amounts were due from MSP Conservancy. Share Our Strength The Chairman of our Board of Directors serves as a director of Share Our Strength, for which Shake Shack holds the "Great American Shake Sale" every year during the month of May to raise money and awareness for childhood hunger. During the Great American Shake Sale, we encourage guests to donate money to Share Our Strength's No Kid Hungry campaign in exchange for a coupon for a free cake-themed shake. All of the guest donations we collect go directly to Share Our Strength. No amounts have been raised for the thirteen weeks ended March 29, 2017 and March 30, 2016 . Mobo Systems, Inc. The Chairman of our Board of Directors serves as a director of Mobo Systems, Inc. (also known as "Olo"), a platform we use in connection with our mobile ordering application. Amounts paid to Olo during the thirteen weeks ended March 29, 2017 totaled $18 , which are included in other operating expenses on the Condensed Consolidated Statements of Income . No amounts were paid to Olo for the thirteen weeks ended March 30, 2016 . No amounts were payable to Olo as of March 29, 2017 and December 28, 2016 . Tax Receivable Agreement As described in Note 10 , we entered into a tax receivable agreement with certain members of SSE Holdings that provides for the payment by us of 85% of the amount of tax benefits, if any, that Shake Shack actually realizes or in some cases is deemed to realize as a result of certain transactions. During the thirteen weeks ended March 29, 2017 , payments of $1,471 , inclusive of interest, were made to the members of SSE Holdings pursuant to the Tax Receivable Agreement. No amounts were paid to the members during the thirteen weeks ended March 30, 2016 . As of March 29, 2017 and December 28, 2016 , total amounts due under the Tax Receivable Agreement were $277,370 and $272,482 , respectively. Distributions to Members of SSE Holdings Under the terms of the SSE Holdings LLC Agreement, SSE Holdings is obligated to make tax distributions to its members . During the thirteen weeks ended March 29, 2017 distributions paid to non-controlling interest holders were $355 . No tax distributions were paid to non-controlling interest holders during the thirteen weeks ended March 30, 2016 . As of March 29, 2017 and December 28, 2016 , tax distributions payable to non-controlling interest holders were $607 . |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 29, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 28, 2016 ("2016 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 28, 2016 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 2016 Form 10-K. SSE Holdings is considered a VIE. Shake Shack Inc. is the primary beneficiary as we have the majority economic interest in SSE Holdings and, as the sole managing member, have decision making authority that significantly affects the economic performance of the entity, while the limited partners have no substantive kick-out or participating rights. As a result, we consolidate SSE Holdings. The assets and liabilities of SSE Holdings represent substantially all of our consolidated assets and liabilities with the exception of certain deferred taxes and liabilities under the Tax Receivable Agreement. |
Fiscal Year | Fiscal Year We operate on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal 2017 contains 52 weeks and ends on December 27, 2017 . Fiscal 2016 contained 52 weeks and ended on December 28, 2016 . Unless otherwise stated, references to years in this report relate to fiscal years. |
Use of Estimates | 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 Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements We adopted the Accounting Standards Updates (“ASUs”) summarized below in fiscal 2017. The effects of adoption did not have a material impact on our consolidated financial statements. Accounting Standards Update (“ASU”) Description Date Adopted Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) This standard simplifies certain aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, certain classifications on the statement of cash flows, and an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur. Upon adoption, we made such policy election. The adoption methodology applied varied based on each applicable provision of the standard, and none of the provisions had a material impact on our consolidated financial statements. December 29, 2016 Simplifying the Measurement of Inventory (ASU 2015-11) This standard applies to inventory measured using methods other than last-in, first-out (LIFO) or the retail method, and requires entities to measure such inventory at the lower of cost or net realizable value. It should be applied prospectively. December 29, 2016 Recently Issued Accounting Pronouncements Accounting Standards Update (“ASU”) Description Expected Impact Effective Date Statement of Cash Flows: Classification of Certain Cash Receipts and Payments (ASU 2016-15) This standard provides guidance on eight specific cash flow issues with the objective of reducing diversity in practice. It should be applied retrospectively to each period presented, subject to certain conditions. We are currently evaluating the impact this standard will have on our consolidated financial statements. December 28, 2017 Accounting Standards Update (“ASU”) Description Expected Impact Effective Date Recognition and Measurement of Financial Assets and Financial Liabilities For public business entities, this standard requires: (i) certain equity investments to be measured at fair value with changes in fair value recognized in net income; (ii) a qualitative assessment to identify impairment of equity investments without readily determinable fair values; (iii) elimination of the requirement to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet; (iv) use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (v) separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (vi) separate presentation of financial assets and liabilities by measurement category and form of financial asset in the financial statements; and (vii) an entity to evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The standard should be applied by means of a cumulative-effect adjustment to the balance sheet at the beginning of the fiscal year of adoption. Early adoption is permitted, subject to certain conditions resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value. We are currently evaluating the impact this standard will have on our consolidated financial statements. December 28, 2017 Revenue from Contracts with Customers and related standards This standard supersedes the existing revenue recognition guidance and provides a new framework for recognizing revenue. The core principle of the standard 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. The new standard also requires significantly more comprehensive disclosures than the existing standard. Guidance subsequent to ASU 2014-09 has been issued to clarify various provisions in the standard, including principal versus agent considerations, identifying performance obligations, licensing transactions, as well as various technical corrections and improvements. This standard may be adopted using either a retrospective or modified retrospective method. Early adoption is permitted. We are currently in the process of evaluating the impact this standard is expected to have on our consolidated financial statements. It is still too early in our process to determine the magnitude of the potential impact. However, based on our preliminary assessment, we believe that further evaluation of the initial territory fees associated with our licensing agreements may reveal differences in the timing of revenue recognition from current policy, but that it is likely that recognition of sales-based royalties will not significantly change. In addition to further evaluating each of our licensing agreements, we are in the process of assessing whether any sales promotions or discounts we currently offer related to our Shack sales could be considered separate performance obligations. As we continue our evaluation, we will further clarify the expected impact of the adoption of the standard. December 28, 2017 Leases (ASU 2016-02) This standard establishes a new lease accounting model, which introduces the recognition of lease assets and liabilities for those leases classified as operating leases under previous GAAP. It should be applied using a modified retrospective approach, with the option to elect various practical expedients. Early adoption is permitted. We are currently evaluating the impact this standard will have on our consolidated financial statements. December 27, 2018 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash and Cash Equivalents | The following tables summarize our cash, cash equivalents and marketable securities by significant investment categories as of March 29, 2017 and December 28, 2016 : March 29, 2017 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 10,683 $ — $ — $ 10,683 $ 10,683 $ — Level 1: Money market funds 5,028 — — 5,028 5,028 — Mutual funds 55,393 — — 55,393 — 55,393 Level 2: Corporate debt securities (1) 2,480 2 (35 ) 2,447 2,447 Total $ 73,584 $ 2 $ (35 ) $ 73,551 $ 15,711 $ 57,840 December 28, 2016 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 6,322 $ — $ — $ 6,322 $ 6,322 $ — Level 1: Money market funds 5,285 — — 5,285 5,285 — Mutual funds 60,232 — — 60,232 — 60,232 Level 2: Corporate debt securities (1) 2,473 3 (30 ) 2,446 — 2,446 Total $ 74,312 $ 3 $ (30 ) $ 74,285 $ 11,607 $ 62,678 (1) Corporate debt securities were measured at fair value using a market approach utilizing observable prices for identical securities or securities with similar characteristics and inputs that are observable or can be corroborated by observable market data |
Schedule of Unrealized Loss on Investments | The following tables summarize the gross unrealized losses and fair values for those investments that were in an unrealized loss position as of March 29, 2017 and December 28, 2016 , aggregated by investment category and the length of time that individual securities have been in a continuous loss position: March 29, 2017 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Money market funds $ — $ — $ — $ — $ — $ — Mutual funds — — — — — — Corporate debt securities 1,117 (6 ) 637 (29 ) 1,754 (35 ) Total $ 1,117 $ (6 ) $ 637 $ (29 ) $ 1,754 $ (35 ) December 28, 2016 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Money market funds $ — $ — $ — $ — $ — $ — Mutual funds — — — — — — Corporate debt securities 1,244 (10 ) 540 (20 ) 1,784 (30 ) Total $ 1,244 $ (10 ) $ 540 $ (20 ) $ 1,784 $ (30 ) |
Schedule of Other Income From Available for Sale Securities | A summary of other income from available-for-sale securities recognized during the thirteen weeks ended March 29, 2017 and March 30, 2016 is as follows: Thirteen Weeks Ended March 29 March 30 Available-for-sale securities: Dividend income $ 178 $ — Interest income 20 23 Loss on investments 3 — Total other income, net $ 201 $ 23 |
Schedule of Available-for-sale Securities and Gross Realized Gains and Losses | A summary of available-for-sale securities sold and gross realized gains and losses recognized during the thirteen weeks ended March 29, 2017 and March 30, 2016 is as follows: Thirteen Weeks Ended March 29 March 30 Available-for-sale securities: Gross proceeds from sales and redemptions $ 155 $ — Cost basis of sales and redemptions 158 — Gross realized gains included in net income — — Gross realized losses included in net income (3 ) — Amounts reclassified out of accumulated other comprehensive loss 3 — |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories as of March 29, 2017 and December 28, 2016 consisted of the following: March 29 December 28 Food $ 577 $ 543 Wine 54 47 Beer 58 58 Beverages 91 79 Retail merchandise 123 79 Inventories $ 903 $ 806 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment as of March 29, 2017 and December 28, 2016 consisted of the following: March 29 December 28 Leasehold improvements $ 131,817 $ 120,629 Landlord funded assets 3,296 — Equipment 25,411 23,194 Furniture and fixtures 7,987 7,342 Computer equipment and software 9,582 8,710 Construction in progress (includes assets under construction from deemed landlord financing) 11,465 13,510 Property and equipment, gross 189,558 173,385 Less: accumulated depreciation 42,073 37,121 Property and equipment, net $ 147,485 $ 136,264 |
SUPPLEMENTAL BALANCE SHEET IN27
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
Supplemental Balance Sheet Disclosures [Abstract] | |
Supplemental Balance Sheet Information | The components of other current liabilities as of March 29, 2017 and December 28, 2016 are as follows: March 29 December 28 Sales tax payable $ 1,498 $ 1,324 Current portion of liabilities under tax receivable agreement 3,110 4,580 Gift card liability 1,083 1,153 Deferred compensation 2,350 — Other 3,386 3,116 Other current liabilities $ 11,427 $ 10,173 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule of ownership interests in SSE holdings | The following table summarizes the ownership interest in SSE Holdings as of March 29, 2017 and December 28, 2016 . March 29, 2017 December 28, 2016 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests held by Shake Shack Inc. 25,681,875 70.1 % 25,151,384 69.1 % Number of LLC Interests held by non-controlling interest holders 10,929,592 29.9 % 11,253,592 30.9 % Total LLC Interests outstanding 36,611,467 100.0 % 36,404,976 100.0 % |
Schedule of non-controlling interest | The following table summarizes the effects of changes in ownership in SSE Holdings on our equity during the thirteen weeks ended March 29, 2017 and March 30, 2016 . Thirteen Weeks Ended March 29 March 30 Net income attributable to Shake Shack Inc. $ 2,267 $ 1,462 Other comprehensive loss: Unrealized holding losses on available-for-sale securities (4 ) (1 ) Transfers (to) from non-controlling interests: Increase in additional paid-in capital as a result of the redemption of LLC Interests 1,322 4,642 Increase in additional paid-in capital as a result of activity under stock compensation plans 2,870 216 Total effect of changes in ownership interest on equity attributable to Shake Shack Inc. $ 6,455 $ 6,319 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
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 weeks ended March 29, 2017 and March 30, 2016 is as follows: Thirteen Weeks Ended March 29 March 30 Stock options $ 964 $ 1,030 Performance stock units 285 — Equity-based compensation expense $ 1,249 $ 1,030 Total income tax benefit recognized related to equity-based compensation $ 51 $ 31 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense is as follows: Thirteen Weeks Ended March 29 March 30 Expected U.S. federal income taxes at statutory rate $ 1,932 35.0 % $ 1,581 34.0 % State and local income taxes, net of federal benefit 349 6.3 % 272 5.8 % Foreign withholding taxes 186 3.4 % 240 5.2 % Tax credits (130 ) (2.4 )% (39 ) (0.8 )% Non-controlling interest (679 ) (12.3 )% (755 ) (16.3 )% Income tax expense $ 1,658 30.0 % $ 1,299 27.9 % |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
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 weeks ended March 29, 2017 and March 30, 2016 . Thirteen Weeks Ended March 29 March 30 Numerator: Net income $ 3,862 $ 3,351 Less: net income attributable to non-controlling interests 1,595 1,889 Net income attributable to Shake Shack Inc. $ 2,267 $ 1,462 Denominator: Weighted-average shares of Class A common stock outstanding—basic 25,376 20,353 Effect of dilutive securities: Stock options 552 459 Performance stock units 27 — Weighted-average shares of Class A common stock outstanding—diluted 25,955 20,812 Earnings (loss) per share of Class A common stock—basic $ 0.09 $ 0.07 Earnings (loss) per share of Class A common stock—diluted $ 0.09 $ 0.07 |
SUPPLEMENTAL CASH FLOW INFORM32
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 29, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow Information | The following table sets forth supplemental cash flow information for the thirteen weeks ended March 29, 2017 and March 30, 2016 : Thirteen Weeks Ended March 29 March 30 Cash paid for: Income taxes, net of refunds $ 1,093 $ 475 Interest, net of amounts capitalized 19 15 Non-cash investing activities: Accrued purchases of property and equipment 4,415 3,133 Capitalized landlord assets for leases where we are deemed the accounting owner 4,545 — Capitalized equity-based compensation 40 30 Non-cash financing activities: Class A common stock issued in connection with the redemption of LLC Interests — 2 Cancellation of Class B common stock in connection with the redemption of LLC Interests — (2 ) Establishment of liabilities under tax receivable agreement 6,357 34,920 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) | Feb. 04, 2015$ / sharesshares | Mar. 29, 2017Restaurant | Dec. 28, 2016 |
Class of Stock [Line Items] | |||
Ownership percent of noncontrolling interest | 70.10% | 69.10% | |
Number of restaurants | 127 | ||
IPO | Common stock | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued during the period (in shares) | shares | 5,750,000 | ||
Shares issued, share price (in dollars per share) | $ / shares | $ 21 | ||
United States | Company-operated | |||
Class of Stock [Line Items] | |||
Number of restaurants | 71 | ||
United States | Licensed | |||
Class of Stock [Line Items] | |||
Number of restaurants | 7 | ||
Non-United States | Licensed | |||
Class of Stock [Line Items] | |||
Number of restaurants | 49 |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 29, 2017 | Dec. 28, 2016 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Net assets held by SSE holders | $ 169,267 | $ 158,845 |
FAIR VALUE MEASUREMENTS - Cash,
FAIR VALUE MEASUREMENTS - Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 29, 2017 | Dec. 28, 2016 | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||||
Cost Basis | $ 15,711 | $ 11,607 | $ 65,855 | $ 70,849 |
Cash and cash equivalents fair value | 15,711 | 11,607 | ||
Gross Unrealized Gains | 2 | 3 | ||
Gross Unrealized Losses | (35) | (30) | ||
Fair Value Including Mutual Funds | 73,551 | |||
Fair Value | 74,285 | |||
Fair value of marketable securities | 57,840 | 62,678 | ||
Total cost basis including Mutual Funds | 73,584 | |||
Total cost basis | 74,312 | |||
Level 1 | Mutual funds | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Mutual funds | 55,393 | 60,232 | ||
Fair value of marketable securities | 55,393 | 60,232 | ||
Level 2 | Corporate debt securities | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Corporate debt securities | 2,480 | 2,473 | ||
Gross Unrealized Gains | 2 | 3 | ||
Gross Unrealized Losses | (35) | (30) | ||
Fair value of marketable securities | 2,447 | 2,446 | ||
Cash | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cost Basis | 10,683 | 6,322 | ||
Cash and cash equivalents fair value | 10,683 | 6,322 | ||
Money market funds | Level 1 | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cost Basis | 5,028 | 5,285 | ||
Cash and cash equivalents fair value | $ 5,028 | $ 5,285 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 29, 2017 | Mar. 30, 2016 | Dec. 28, 2016 | ||
Fair Value Disclosures [Abstract] | ||||
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | $ 33 | $ 27 | ||
Fair value of investments with unrealized losses | 35 | $ 30 | ||
Change in net unrealized holding losses | [1] | (9) | $ (2) | |
Asset impairment charges | $ 0 | $ 0 | ||
[1] | Net of tax benefit of $0 for the thirteen weeks ended March 29, 2017 and March 30, 2016. |
FAIR VALUE MEASUREMENTS - Other
FAIR VALUE MEASUREMENTS - Other Income From Available For Sale Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Available-for-sale securities | ||
Other Income | $ 195 | $ 23 |
Available-for-sale Securities | ||
Available-for-sale securities | ||
Dividend income | 178 | 0 |
Interest income | 20 | 23 |
Loss on investments | 3 | 0 |
Other Income | $ 201 | $ 23 |
FAIR VALUE MEASUREMENTS - Avail
FAIR VALUE MEASUREMENTS - Available for Sale Securities and Gross Realized Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 29, 2017 | Mar. 30, 2016 | ||
Available-for-sale securities: | |||
Gross proceeds from sales and redemptions | $ 155 | $ 0 | |
Cost basis of sales and redemptions | 158 | 0 | |
Gross realized gains included in net income | 0 | 0 | |
Gross realized losses included in net income | (3) | 0 | |
Amounts reclassified out of accumulated other comprehensive loss | [1] | $ 3 | $ 0 |
[1] | Net of tax benefit of $0 for the thirteen weeks ended March 29, 2017 and March 30, 2016. |
FAIR VALUE MEASUREMENTS FAIR VA
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS - Unrealized Loss on Investments (Details) - USD ($) $ in Thousands | Mar. 29, 2017 | Dec. 28, 2016 |
Gain (Loss) on Investments [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $ 1,117 | $ 1,244 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (35) | (30) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (6) | (10) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 637 | 540 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (29) | (20) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 1,754 | 1,784 |
Corporate debt securities | ||
Gain (Loss) on Investments [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 1,117 | 1,244 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (35) | (30) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (6) | (10) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 637 | 540 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (29) | (20) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | $ 1,754 | $ 1,784 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 29, 2017 | Dec. 28, 2016 |
Inventory [Line Items] | ||
Inventories | $ 903 | $ 806 |
Food | ||
Inventory [Line Items] | ||
Inventories | 577 | 543 |
Wine | ||
Inventory [Line Items] | ||
Inventories | 54 | 47 |
Beer | ||
Inventory [Line Items] | ||
Inventories | 58 | 58 |
Beverages | ||
Inventory [Line Items] | ||
Inventories | 91 | 79 |
Retail merchandise | ||
Inventory [Line Items] | ||
Inventories | $ 123 | $ 79 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 29, 2017 | Dec. 28, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 189,558 | $ 173,385 |
Less: accumulated depreciation | 42,073 | 37,121 |
Property and equipment, net | 147,485 | 136,264 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 131,817 | 120,629 |
Buildings, Deemed Landlord Financing [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,296 | 0 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25,411 | 23,194 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,987 | 7,342 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,582 | 8,710 |
Construction in progress (includes assets under construction from deemed landlord financing) | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,465 | $ 13,510 |
SUPPLEMENTAL BALANCE SHEET IN42
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Mar. 29, 2017 | Dec. 28, 2016 |
Other Liabilities, Current | ||
Sales tax payable | $ 1,498 | $ 1,324 |
Current portion of liabilities under tax receivable agreement | 3,110 | 4,580 |
Gift card liability | 1,083 | 1,153 |
Deferred Compensation Liability, Current | 2,350 | 0 |
Other | 3,386 | 3,116 |
Other current liabilities | $ 11,427 | $ 10,173 |
DEBT (Details)
DEBT (Details) - USD ($) | Feb. 04, 2015 | May 31, 2016 | Mar. 29, 2017 | Mar. 30, 2016 | Dec. 28, 2016 |
Debt Instrument [Line Items] | |||||
Deemed Landlord Financing Liability | $ 8,016,000 | $ 2,007,000 | |||
Interest costs incurred | (324,000) | ||||
Interest Expense | 303,000 | $ 87,000 | |||
Interest costs capitalized | 21,000 | $ 0 | |||
Notes payable | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 0 | ||||
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 | ||||
Amount available under revolving credit facility | $ 19,920,000 | ||||
Notes payable | $ 0 | ||||
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 | Minimum | Line of credit | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
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 | 3.25% | ||||
Revolving Credit Facility | Maximum | Line of credit | Prime rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.75% |
NON-CONTROLLING INTERESTS - Own
NON-CONTROLLING INTERESTS - Ownership Interest in SSE Holdings (Details) - shares | Mar. 29, 2017 | Dec. 28, 2016 |
Noncontrolling Interest [Abstract] | ||
Number of LLC Interests held by Shake Shack Inc. (in shares) | 25,681,875 | 25,151,384 |
Number of LLC Interests held by Shake Shack Inc. (as a percentage) | 70.10% | 69.10% |
Number of LLC Interests held by non-controlling interest holders (in shares) | 10,929,592 | 11,253,592 |
Number of LLC Interests held by non-controlling interest holders (as a percentage) | 29.90% | 30.90% |
Total LLC Interests outstanding (in shares) | 36,611,467 | 36,404,976 |
Total LLC Interests outstanding (as a percentage) | 100.00% | 100.00% |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) - shares | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Noncontrolling Interest [Line Items] | ||
Non-controlling interest holders' weighted average ownership percentage | 30.40% | 43.90% |
Units acquired during the period (in shares) | 530,491 | |
Redemption or Exchange of Units | ||
Noncontrolling Interest [Line Items] | ||
Units acquired during the period (in shares) | 324,000 | 1,877,855 |
Employee Stock Option | ||
Noncontrolling Interest [Line Items] | ||
Units acquired during the period (in shares) | 206,491 | 33,070 |
Limited Liability Company | ||
Noncontrolling Interest [Line Items] | ||
Number of units redeemed (in shares) | 324,000 | 1,877,855 |
NON-CONTROLLING INTERESTS - Ch
NON-CONTROLLING INTERESTS - Changes in Ownership Interests in SSE Holdings (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Noncontrolling Interest [Line Items] | ||
Net Income (Loss) Attributable to Parent | $ 2,267 | $ 1,462 |
Net unrealized losses related to available-for-sale securities | (6) | (2) |
Total effect of changes in ownership interest on equity attributable to Shake Shack Inc. | 6,455 | 6,319 |
Redemption or Exchange of Units | ||
Noncontrolling Interest [Line Items] | ||
Increase (decrease) in additional paid-in capital | 1,322 | 4,642 |
Employee Stock Option | ||
Noncontrolling Interest [Line Items] | ||
Increase (decrease) in additional paid-in capital | 2,870 | 216 |
Accumulated Other Comprehensive Loss | ||
Noncontrolling Interest [Line Items] | ||
Net unrealized losses related to available-for-sale securities | $ (4) | $ (1) |
EQUITY-BASED COMPENSATION - Sch
EQUITY-BASED COMPENSATION - Schedule of compensation expense recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 1,249 | $ 1,030 |
Total income tax benefit recognized related to equity-based compensation | 51 | 31 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 964 | 1,030 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 285 | $ 0 |
EQUITY-BASED COMPENSATION (Narr
EQUITY-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 1,249 | $ 1,030 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 964 | 1,030 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 285 | $ 0 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation (in percentage) | 35.00% | 34.00% |
Expected U.S. federal income taxes at statutory rate | $ 1,932 | $ 1,581 |
State and local income taxes, net of federal benefit | $ 349 | $ 272 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 6.30% | 5.80% |
Foreign withholding taxes | $ 186 | $ 240 |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 3.40% | 5.20% |
Tax credits | $ (130) | $ (39) |
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | (2.40%) | (0.80%) |
Non-controlling interest | $ (679) | $ (755) |
Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Percent | (12.30%) | (16.30%) |
Income tax expense | $ 1,658 | $ 1,299 |
Effective income tax rate reconciliation (in percentage) | 30.00% | 27.90% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 29, 2017 | Mar. 30, 2016 | Dec. 28, 2016 | |
Income Tax Contingency [Line Items] | |||
Effective income tax rate reconciliation (in percentage) | 30.00% | 27.90% | |
Noncontrolling Interest, Ownership Percentage by Parent, Weighted Average | 69.60% | 56.10% | |
Units acquired during the period (in shares) | 530,491 | ||
Deferred tax asset recognized as a result of investment in partnership | $ 5,310,000 | ||
Deferred Tax Asset, Investment in Partnership | 216,281,000 | ||
Valuation allowance, deferred tax asset | 16,077,000 | ||
Deferred tax asset related to additional tax basis | 2,567,000 | ||
Uncertain tax positions | $ 0 | ||
Percentage of tax benefits due to equity owners | 85.00% | ||
Tax Receivable Agreement Payments To Related Parties | $ 1,471,000 | $ 0 | |
Percentage of tax benefits expected to be realized | 15.00% | ||
Establishment of liabilities under tax receivable agreement | $ 6,357,000 | $ 34,920,000 | |
Liabilities under tax receivable agreement | 277,370,000 | $ 272,482,000 | |
Current portion of liabilities under tax receivable agreement | $ 3,110,000 | $ 4,580,000 | |
Redemption or Exchange of Units | |||
Income Tax Contingency [Line Items] | |||
Units acquired during the period (in shares) | 324,000 | 1,877,855 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Numerator: | ||
Net income | $ 3,862 | $ 3,351 |
Less: net income attributable to non-controlling interests | 1,595 | 1,889 |
NET INCOME ATTRIBUTABLE TO SHAKE SHACK INC. | $ 2,267 | $ 1,462 |
Denominator: | ||
Weighted-average shares of Class A common stock outstanding—basic (in shares) | 25,376 | 20,353 |
Effect of dilutive securities: | ||
Weighted-average shares of Class A common stock outstanding—diluted (in shares) | 25,955 | 20,812 |
Earnings (loss) per share of Class A common stock—basic (in dollars per share) | $ 0.09 | $ 0.07 |
Earnings (loss) per share of Class A common stock—diluted (in dollars per share) | $ 0.09 | $ 0.07 |
Stock options | ||
Effect of dilutive securities: | ||
Stock options (in shares) | 552 | 459 |
Performance stock units | ||
Effect of dilutive securities: | ||
Stock options (in shares) | 27 | 0 |
EARNINGS PER SHARE - Antidilut
EARNINGS PER SHARE - Antidilutive Securities (Details) - Class B Common Stock - shares | Mar. 29, 2017 | Dec. 28, 2016 | Mar. 30, 2016 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common Stock, Shares, Outstanding | 10,929,592 | 11,253,592 | |
Common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common Stock, Shares, Outstanding | 10,929,592 | 11,253,592 | 14,582,886 |
SUPPLEMENTAL CASH FLOW INFORM53
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2017 | Mar. 30, 2016 | |
Cash paid for: | ||
Income taxes, net of refunds | $ 1,093 | $ 475 |
Interest, net of amounts capitalized | 19 | 15 |
Non-cash investing activities: | ||
Accrued purchases of property and equipment | 4,415 | 3,133 |
Noncash Deemed Landlord Financing | 4,545 | 0 |
Capitalized equity-based compensation | 40 | 30 |
Non-cash financing activities: | ||
Establishment of liabilities under tax receivable agreement | 6,357 | 34,920 |
Redemption or Exchange of Units | Class A Common Stock | ||
Non-cash investing activities: | ||
Class A common stock issued | 0 | 2 |
Redemption or Exchange of Units | Class B Common Stock | ||
Non-cash financing activities: | ||
Cancellation of Class B common stock | $ 0 | $ (2) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | May 01, 2017USD ($) | Nov. 30, 2015USD ($)manager | Mar. 29, 2017USD ($) | Mar. 30, 2016USD ($) | Dec. 28, 2016USD ($) | Dec. 31, 2013USD ($) |
Loss Contingencies [Line Items] | ||||||
Percentage of tax benefits due to equity owners | 85.00% | |||||
Establishment of liabilities under tax receivable agreement | $ 6,357 | $ 34,920 | ||||
Tax receivable agreement liability | 277,370 | $ 272,482 | ||||
Exempt Classification Matter | ||||||
Loss Contingencies [Line Items] | ||||||
Number of former Shake Shack managers | manager | 2 | |||||
Settlement amount | $ 750 | |||||
Amount of loss accrued | $ 770 | |||||
Letter of credit | ||||||
Loss Contingencies [Line Items] | ||||||
Renewal term | 1 year | |||||
Retail site | ||||||
Loss Contingencies [Line Items] | ||||||
Letters of credit outstanding | $ 160 | |||||
Office building | ||||||
Loss Contingencies [Line Items] | ||||||
Letters of credit outstanding | $ 80 | |||||
Subsequent Event [Member] | Exempt Classification Matter | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency Accrual, Payments | $ 774 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | ||
Mar. 29, 2017USD ($)renewal_option | Mar. 30, 2016USD ($) | Dec. 28, 2016USD ($) | |
Related Party Transaction [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% | ||
Tax Receivable Agreement Payments To Related Parties | $ 1,471,000 | $ 0 | |
Tax receivable agreement liability | 277,370,000 | $ 272,482,000 | |
Distributions paid to non-controlling interest holders | 355,000 | 0 | |
Tax distributions payable to non-controlling interest holders | 607,000 | 607,000 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Amount paid to USHG for general corporate expenses | 5,000 | 6,000 | |
Amounts due to related parties | 1,000 | 1,000 | |
Due from related parties, current | $ 0 | ||
Charitable campaign flow through | 0 | ||
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] | |||
Due from related parties, current | $ 24,000 | 11,000 | |
Revenue from related parties | 20,000 | 0 | |
Madison Square Park Conservancy | Rent expense | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 199,000 | 195,000 | |
Due to MSP conservancy | 0 | 1,000 | |
Madison Square Park Conservancy | Tenant Improvement Allowance [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Receivable, Related Parties, Current | 200,000 | ||
Related Party Transaction, Other Revenues from Transactions with Related Party | 200,000 | 0 | |
Board of Directors Chairman | Mobo Systems, Inc. | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 18,000 | $ 0 | |
Due to MSP conservancy | $ 0 | $ 0 |