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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 30, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission file number: 001-36823
SHAKE SHACK INC.
(Exact name of registrant as specified in its charter)
Delaware
47-1941186
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
24 Union Square East, 5th Floor, New York, New York
10003
(Address of principal
executive offices)
(Zip Code)
(646) 747-7200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of exchange on which registered
Class A Common Stock, par value $0.001
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. oYes þNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. oYes þNo
Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes oNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule-405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þYes oNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company) Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). oYes þNo
The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of July 1, 2015, the last business day of the Registrant’s most recently completed
second fiscal quarter, was approximately $355,714,785 , computed using the closing price on that day of $60.04 . Solely for purposes of this disclosure, shares of common stock held by named
executive officers, directors and 5% or greater shareholders of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates. This determination of
executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.
As of March 16, 2016 , there were 20,982,881 shares of Class A common stock outstanding and 15,272,474 shares of Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2016 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

Table of contents

  • Page 1
    ... _____ Commission file number: 001-36823 SHAKE SHACK INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 47-1941186 (I.R.S. Employer Identification No.) 24 Union Square East, 5th Floor, New York, New York (Address of...

  • Page 2
    ... Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes...

  • Page 3
    ... fiscal year 2016, expected Shack openings, expected same-Shack sales growth and trends in our business. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can...

  • Page 4
    ...from SSE Holdings at a price per interest equal to the initial public offering price of our Class A common stock of $21.00 . Shake Shack is a holding company with no direct operations and our principal asset is our equity interest in SSE Holdings. In connection with the IPO, we completed a series of...

  • Page 5
    ...modern day "roadside" burger stand serving a classic American menu of premium burgers, hot dogs, crispy chicken, frozen custard, crinkle cut fries, shakes, beer, wine and more. Originally, founded by Danny Meyer's Union Square Hospitality Group ("USHG"), which owns and operates some of New York City...

  • Page 6
    ... on larger roles, travel the world and competitively earn Shackowledgments. Leaders Training Future Leaders We invest in our team through extensive leadership development programs to ensure that Shake Shack remains a great place to work and a real career choice for team members at every level. We...

  • Page 7
    ... best ingredients and the best culinary partners in order to exceed our guests' expectations in every aspect of their experience. Our signature items are our all-natural, hormone and antibiotic-free burgers, hot dogs, crispy chicken, crinkle cut fries, shakes and frozen custard. We cook our burgers...

  • Page 8
    ... cut fries topped with a proprietary blend of cheddar and American cheese sauce. We believe the tactile pleasure and emotional attachment that our guests have to the crispiness and ridges of our crinkle cut fries is a nostalgic ode to the roadside burger stand of yesteryear. Hot Dogs Shake Shack...

  • Page 9
    ... Shake Shack. Shack-Wide Limited Time Offerings In fiscal 2015, we began a new LTO program where we featured a new premium burger for approximately six months. We will continue to supplement our core menu with targeted innovation inspired by the best versions of the classic American roadside burger...

  • Page 10
    ... Burger is a butter-grilled double cheeseburger made with 100% all-natural Angus beef and topped with smoked and caramelized onions, house-made pickles, Comeback sauce and a crispy fried oyster. wastED Juice Pulp Cheeseburger - To commemorate the reopening of our Madison Square Park Shack...

  • Page 11
    ... Brand In our 12-year history, we have become a globally recognized brand with outsized consumer awareness relative to our current footprint of 84 Shacks, opening our first international Shack after only 7 domestic Shacks. Shake Shack has become a New York City institution, a vibrant and authentic...

  • Page 12
    ... in which special sausages, beers and desserts are added to the menu for a 10-day period in the fall. Since 2012, Shake Shack has held The Great American Shake Sale during the month of May to raise money and awareness for childhood hunger. During The Great American Shake Sale, we encourage...

  • Page 13
    ...total revenue is limited to Shack sales from domestic company-operated Shacks and licensing revenue from our domestic and international licensed Shacks. COMPETITION The restaurant industry is highly competitive and fragmented, with restaurants competing on factors such as taste, price, food quality...

  • Page 14
    ...are well-positioned to achieve significant, sustainable financial growth. We plan to continue to expand our business, drive Shack sales and enhance our competitive positioning by executing on the following strategies: Opening New Domestic Company-Operated Shacks This is where our greatest immediate...

  • Page 15
    ... opportunities to expand our licensing footprint in existing and new international markets as our team, development opportunities and supply chain matures. OPERATIONS Sourcing and Supply Chain Shake Shack has always been committed to working with best-in-class suppliers, artisanal purveyors and...

  • Page 16
    ... in order to ensure the best value and highest quality construction. Management Information Systems Our domestic company-operated Shacks use computerized point-of-sale and back-office systems created by NCR Corporation, which we believe are scalable to support our growth plans. These point-of-sale...

  • Page 17
    ...Burger, chicken breast, chicken breader and buttermilk herb mayo, cheese sauce, unflavored custard base, chocolate custard base, and certain toppings and custard mix-ins. We also have exclusive arrangements with our suppliers of ShackMeister Ale, Shack Red wine, Shack White wine, all-natural hot dog...

  • Page 18
    ... role in our development and growth and because he possesses particular knowledge and experience in strategic planning and leadership in the hospitality business. Jeff Uttz has served as Shake Shack's Chief Financial Officer since its formation and as Chief Financial Officer of SSE Holdings...

  • Page 19
    ... regarding our financial performance, including SEC filings, investor events, press and earnings releases as part of our investor relations website. Investors and other others can receive notifications of new information posted on our investor relations website in real time by subscribing...

  • Page 20
    ... to identify, develop and execute appropriate business strategies within this environment. Our current strategies include opening new domestic company-operated Shacks; capitalizing on our outsized brand awareness; growing same-Shack sales; and opportunistically increasing our licensed Shacks, both...

  • Page 21
    ..., many of our current domestic company-operated Shacks are located in urban markets. As we expand, this percentage will decline and as a result we may not be able to maintain our current average unit volumes ("AUVs") and Shack-level operating profit margins and our business, financial condition and...

  • Page 22
    ...Shacks, our financial performance could be adversely affected. The level of same-Shack sales growth, which represents the change in year-over-year revenues for domestic company-operated Shacks open for 24 months or longer, could affect our Shack sales growth. Our ability to increase same-Shack sales...

  • Page 23
    Table of Contents Our failure to manage our growth effectively could harm our business and operating results. Our growth plan includes opening a significant number of new Shacks. Our existing personnel, management systems, financial and management controls and information systems may not be adequate...

  • Page 24
    ...promotion includes public relations, digital and social media, promotions, and in-store messaging, which require less marketing spend as compared to traditional marketing programs. Currently, the amount of discounted promotions and advertising we do is nominal. As the number of Shacks increases, and...

  • Page 25
    ... our growth from licensing operations and reduce our licensing revenues. RISKS RELATED TO OPERATING IN THE RESTAURANT INDUSTRY Incidents involving food safety and food-borne illnesses could adversely affect guests' perception of our brand, result in lower sales and increase operating costs. Food...

  • Page 26
    ... also enact minimum wage increases. In response, we implemented a company-wide increase in the starting wage of all our hourly team members, effective January 1, 2016, which will cause an increase to our labor and related expenses and could cause Shack-level operating profit margins to decline. As...

  • Page 27
    ... and/or raw materials for beef patties originate from the United States and the EU as well as Australia. In addition, our potato buns are exclusively from the United States, and other key items such as crinkle cut fries and American cheese originate within the United States or the EU. While we...

  • Page 28
    ... license agreement for our Madison Square Park Shack can be terminated by the New York City Commissioner of Parks for any reason on 25 days' written notice. Generally, our leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses...

  • Page 29
    ... for any claims or any adverse publicity resulting from claims could adversely affect our business and results of operations. Our business is subject to risks related to our sale of alcoholic beverages. We serve beer and wine at most of our Shacks. Alcoholic beverage control regulations generally...

  • Page 30
    ..., in these areas. Our financial performance is highly dependent on Shacks located in the Northeast and the New York City metropolitan area, which comprised approximately 50% (or 22 out of 44 ) of our total domestic company-operated Shacks as of December 30, 2015 . As a result, adverse economic...

  • Page 31
    ...in our operations. If our information technology systems fail and our redundant systems or disaster recovery plans are not adequate to address such failures, or if our business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could...

  • Page 32
    ... of our strategy is to continue to grow our licensed business internationally, the risks of doing business internationally could lower our revenues, increase our costs, reduce our profits or disrupt our business. Thirty-five of our 40 licensed Shacks as of December 30, 2015 are located outside the...

  • Page 33
    ... Shack sales and licensing revenue, as well as a decline in our profitability as we spread fixed costs across a lower level of Shack sales. Prolonged negative trends in sales could cause us and our licensees to, among other things, reduce the number and frequency of new Shack openings, close Shacks...

  • Page 34
    ..., the PPACA amended the Federal Food, Drug and Cosmetic Act to require certain chain restaurants to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context Shake Shack Inc. Form 10-K | 32

  • Page 35
    ... operations and reduce our revenues, and resolution of disputes may increase our costs. Further, if we enter into a new market with unionized construction companies, or the construction companies in our current markets become unionized, construction and build out costs for new Shacks in such markets...

  • Page 36
    ... number of factors, including changes in the valuation of our deferred tax assets and liabilities; expected timing and amount of the release of any tax valuation allowance; tax effects of stock-based compensation; changes in tax laws, regulations or interpretations thereof; or future earnings being...

  • Page 37
    ...some or all of the tax benefits that are the subject of the Tax Receivable Agreement. Payments under the Tax Receivable Agreement are not conditioned on any Continuing SSE Equity Owner's continued ownership of LLC Interests or our Class A common stock after the IPO. 35 | Shake Shack Inc. Form 10-K

  • Page 38
    ... Class A common stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline. We are a "controlled company" within the meaning of the New York Stock Exchange listing...

  • Page 39
    ... and related rules implemented by the Securities and Exchange Commission ("SEC"). The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and...

  • Page 40
    ... continued operation and expansion of our business will require substantial funding. Accordingly, we do not currently expect to pay any cash dividends on shares of our Class A common stock. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will...

  • Page 41
    ...have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. 39 | Shake Shack Inc. Form 10-K

  • Page 42
    ... required to make to such Continuing SSE Equity Owner under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a Continuing SSE Equity Owner for a number of years following the initial time of such payment and, if any of...

  • Page 43
    ... 24 Union Square East, 5th Floor, New York, NY 10003. We lease our home office, which is approximately 10,500 square feet and all of our domestic company-operated Shacks. We do not own any real property, nor do we own or lease any property related to our licensed operations. The following table sets...

  • Page 44
    ...and current), including the two former managers, will release Shake Shack from all federal and/or state wage and hour claims that may exist through the settlement date. As part of the settlement process, the law firm filed a Complaint on March 17, 2016 with the Supreme Court of the State of New York...

  • Page 45
    ... 30, 2015, our Class A common stock began trading on the New York Stock Exchange under the symbol "SHAK." Prior to that time, there was no public market for our stock. The table below sets forth the high and low sales prices of our common stock as reported on the New York Stock Exchange during each...

  • Page 46
    ...PLANS The following table provides information about our compensation plans under which our Class A common stock is authorized for issuance, as of December 30, 2015: Number of securities remaining available for future issuances under equity compensation plans Plan Category Equity compensation plans...

  • Page 47
    ...issuance). Our Board of Directors, which include directors who hold LLC Interests or are affiliated with holders of LLC Interests, may, at its option, instead direct Shake Shack to make a cash payment equal to the volume weighted average market price of one share of our Class A common stock for each...

  • Page 48
    Table of Contents Secondary Offering In August 2015, we completed a secondary offering of 4,000,000 shares of our Class A common stock at a price of $60.00 per share. All of the shares sold in the offering were offered by affiliates of the Former SSE Equity Owners and certain of the Continuing SSE ...

  • Page 49
    ...2015 2014 (1) 2013 Selected statement of income data: Shack sales Licensing revenue Shack-level operating expenses General and administrative expenses Pre-opening costs Operating income Net income Net income (loss) attributable to Shake Shack Inc. Per share data: Earnings per share-basic Earnings...

  • Page 50
    ...) 2015 2014 (1) 2013 Selected operating data: System-wide sales (2) Same-Shack sales growth Average weekly sales (4) : Domestic company-operated Average unit volumes (5) : Domestic company-operated International licensed Shack-level operating profit (6) Shack-level operating profit margin...

  • Page 51
    ... by law. OVERVIEW Shake Shack is a modern day "roadside" burger stand serving a classic American menu of premium burgers, hot dogs, crispy chicken, crinkle-cut fries, shakes, frozen custard, beer and wine. Our fine dining heritage and commitment to community building, hospitality and the sourcing...

  • Page 52
    ... company-operated Shack growth is expected to occur outside of New York City. Because our historical average unit volumes ("AUVs") have been higher, due in large part to our concentration in urban markets, historical domestic company-operated AUVs are not a good measure of expected sales at new...

  • Page 53
    ...-operated Shacks, one was opened on the last day of fiscal 2015), with these new Shacks expected to have average annual sales volumes of at least $3.3 million and Shack-level operating profit margins of at least 22%. Seven licensed Shacks to be opened under the Company's current license agreements...

  • Page 54
    ... 0.6% 1.8% -% 1.8% Shack sales Licensing revenue TOTAL REVENUE Shack-level operating expenses (2) : Food and paper costs Labor and related expenses Other operating expenses Occupancy and related expenses General and administrative expenses Depreciation expense Pre-opening costs Loss on disposal of...

  • Page 55
    ... due to the opening of 13 new domestic company-operated Shacks during fiscal 2015 . As a percentage of Shack sales, food and paper costs decrease d to 29.5% for fiscal 2015 compared to 31.2% for fiscal 2014 . This decrease was primarily the result of menu price increases implemented in September...

  • Page 56
    ... to an increase in the cost of certain food items, primarily beef, which was partially offset by menu price increases and purchasing efficiencies of other items. Labor and Related Expenses Labor and related expenses include domestic company-operated Shack-level hourly and management wages, bonuses...

  • Page 57
    ...of an increase in the number of new domestic company-operated Shacks opened in fiscal 2014 as well as an increase in the number of new domestic company-operated Shacks opened in new geographic markets during fiscal 2014 and planned openings in the first quarter of fiscal 2015 . 55 | Shake Shack Inc...

  • Page 58
    ... 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...

  • Page 59
    ... totaled $11.9 million , which represents the Continuing SSE Equity Owners' pro rata share of the net income of SSE Holdings subsequent to the IPO and Organizational Transactions. As the non-recurring compensation expenses and other IPO-related expenses were incurred in the period prior to the...

  • Page 60
    ...2015 2014 (1) 2013 Shack-level operating profit Add: Licensing revenue Less: General and administrative expenses Depreciation expense Pre-opening costs Loss on disposal of property and equipment Operating income Total revenue Less: Licensing revenue Shack sales Shack-level operating profit margin...

  • Page 61
    ... our Unit Appreciation Rights Plan, the related employer withholding taxes and the accelerated vesting of outstanding restricted Class B units. See Note 13 to the consolidated financial statements included in Item 8 of this Form 10-K. (8) Costs incurred in connection with our initial public offering...

  • Page 62
    ... exchanged weighted-average shares of Class A common stock outstanding-diluted Adjusted pro forma earnings per fully exchanged share-diluted (1) The Company operates on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal year 2014 was a 53-week year. Fiscal 2015...

  • Page 63
    ... for fiscal 2014 , an increase of $6.0 million . This increase was primarily due to an increase in capital expenditures to construct new domestic company-operated Shacks in such period compared to fiscal 2014 , as well as $2.4 million of purchases of marketable securities. 61 | Shake Shack Inc...

  • Page 64
    Table of Contents For fiscal 2014 , net cash used in investing activities was $28.5 million compared to $16.2 million for fiscal 2013 , an increase of $12.3 million . The increase was due to an increase in capital expenditures to construct new domestic company-operated Shacks in the period. ...

  • Page 65
    ...under non-cancelable operating leases without a possession date, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. Liabilities under Tax Receivable Agreement include amounts to be paid to the Continuing SSE Equity Owners, estimated over...

  • Page 66
    ... the sales volume target. It is our policy to record straight-line rent expense from possession date through the opening date as pre-opening expense. Once a domestic company-operated Shack opens, we record the straight-line rent plus contingent rent, if applicable, as occupancy and related expenses...

  • Page 67
    ... projected Shack openings, revenue growth, and operating margins, among others. During fiscal 2015 , as a result of the Special Distribution and redemptions of LLC Interests, we recognized liabilities totaling $173.1 million relating to our obligations under the Tax Receivable Agreement, after...

  • Page 68
    ... through fluctuations of interest rates on our investments. Our available-for-sale securities primarily consist of a fixedincome instruments. Changes in interest rates affect the interest income we earn, and therefore impact our cash flows and results of operations. Shake Shack Inc. Form 10-K | 66

  • Page 69
    Table of Contents Item 8. Financial Statements and Supplementary Data. INDEX TO FINANCIAL STATEMENTS Page Management's Report Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income (Loss) Consolidated Statements of Comprehensive Income ...

  • Page 70
    ... our internal control over financial reporting for so long as we are an emerging growth company. Randy Garutti Chief Executive Officer and Director (duly authorized and principal executive officer) Jeff Uttz Chief Financial Officer (duly authorized and principal financial officer) Shake Shack Inc...

  • Page 71
    ...principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. New York, New York March 30, 2016 69 | Shake Shack Inc. Form 10-K

  • Page 72
    ... tax receivable agreement, net of current portion Other long-term liabilities Total liabilities Commitments and contingencies Stockholders' / members' equity: Members' equity Preferred stock, no par value-10,000,000 shares authorized; none issued and outstanding as of December 30, 2015 Common stock...

  • Page 73
    ... SHAKE SHACK INC. CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in thousands, except per share amounts) Fiscal Year Ended December 30 2015 December 31 2014 December 25 2013 Shack sales Licensing revenue TOTAL REVENUE Shack-level operating expenses: Food and paper costs Labor and related expenses...

  • Page 74
    Table of Contents SHAKE SHACK INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Fiscal Year Ended December 30 2015 December 31 2014 December 25 2013 Net income Other comprehensive loss Unrealized holding losses on available-for-sale securities Income tax benefit OTHER ...

  • Page 75
    ... Member distributions Equity-based compensation recognized prior to the Organizational Transactions Issuance of Class A common stock sold in initial public offering, net of underwriting discounts, commissions and offering costs Issuance of Class A common stock in settlement of unit appreciation...

  • Page 76
    ... Deferred financing costs Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts, commissions and offering costs Proceeds from issuance of Class B common stock Member distributions Employee withholding taxes related to net settled equity awards...

  • Page 77
    ... Equity-Based Compensation Income Taxes Earnings Per Share Supplemental Cash Flow Information Commitments and Contingencies Related Party Transactions Geographic Information Quarterly Financial Information (Unaudited) 76 77 82 84 84 85 85 85 86 87 87 89 90 93 96 98 98 99 101 101 75 | Shake Shack...

  • Page 78
    ... dogs, crinkle-cut fries, shakes, frozen custard, beer, wine and more. As of December 30, 2015 , there were 84 Shacks in operation, system-wide, of which 44 were domestic company-operated Shacks, five were domestic licensed Shacks and 35 were international licensed Shacks. Initial Public Offering...

  • Page 79
    ... cause all of the stock of Union Square Cafe Corp. ("USC") and Gramercy Tavern Corp. ('GT') to be converted into and exchanged for shares of our Class A common stock pursuant to a tax-free reorganization (each, a "Reorganization"). In December 2015, the Meyer Group exercised their right with respect...

  • Page 80
    Table of Contents Segment Reporting We own and operate Shacks in the United States. We also have domestic and international licensed operations. Our chief operating decision maker (the "CODM") is our Chief Executive Officer. As the CODM reviews financial performance and allocates resources at a ...

  • Page 81
    ... on the Consolidated Statements of Income (Loss). Leases We lease all of our domestic company-operated Shacks, our home office and certain equipment under various non-cancelable lease agreements that expire on various dates through 2032. Generally, our real estate leases have initial terms ranging...

  • Page 82
    Table of Contents Once a domestic company-operated Shack opens, we record the straight-line rent expense and any contingent rent, if applicable, in occupancy and related expenses on the Consolidated Statements of Income (Loss). Many of our leases also require us to pay real estate taxes, common area...

  • Page 83
    ...to the financial statements; and (vii) clarification that an entity should 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. ASU 2016-01 is effective for reporting periods beginning...

  • Page 84
    ... to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued an update to ASU 2014-09 deferring the effective date for public entities, on a retrospective basis, to annual reporting periods beginning after December 15, 2017. Early adoption is...

  • Page 85
    ... for less than 12 months. There were no investments in marketable securities as of December 31, 2014 . Interest income related to our available-for-sale securities of $7 was included in interest expense, net on the Consolidated Statement of Income (Loss) for fiscal 2015 . There were no realized...

  • Page 86
    ... was recorded based on our evaluation of collectibility. NOTE 5 : INVENTORIES Inventories consisted of the following: December 30 2015 December 31 2014 Food Wine Beer Beverages Retail merchandise Inventories $ 328 30 46 57 82 $ 354 28 33 42 72 $ 543 $ 529 Shake Shack Inc. Form 10-K | 84

  • Page 87
    ...NOTE 7 : SUPPLEMENTAL BALANCE SHEET INFORMATION The components of other current liabilities as of December 30, 2015 and December 31, 2014 are as follows: December 30 2015 December 31 2014 Sales tax payable Current portion of liabilities under tax receivable agreement Gift card liability Other Other...

  • Page 88
    ... common area maintenance costs, real estate taxes and other occupancy costs, which were $2,119 , $1,111 and $758 in fiscal 2015, 2014 and 2013, respectively. As of December 30, 2015 , future minimum lease payments under non-cancelable operating leases consisted of the following: 2016 2017 2018 2019...

  • Page 89
    ..., at all times, maintain a one -to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). 87 | Shake Shack Inc...

  • Page 90
    ... the initial public offering price of our Class A common stock. In connection with our IPO, we issued 30,160,694 shares of Class B common stock to the Original SSE Equity Owners. SSE Holdings Recapitalization As described in Note 1 , on February 4, 2015, we amended the SSE Holdings LLC Agreement to...

  • Page 91
    ... an equivalent number of newly-issued shares of Class A common stock. See Note 1 for more information. As of December 30, 2015 , there were 36,250,000 LLC Interests outstanding, of which we owned 19,789,259 LLC Interests, representing a 54.6% ownership interest in SSE Holdings. 89 | Shake Shack Inc...

  • Page 92
    ... as follows: 2015 2014 2013 Unit appreciation rights Restricted Class B units Stock options Equity-based compensation expense Total income tax benefit recognized related to equity-based compensation Amounts are included in general and administrative expense on the Consolidated Statements of Income...

  • Page 93
    ... occurrence of a change in control event or (ii) upon the occurrence of an initial public offering, each as defined in the grant agreement, and any unrecognized compensation expense related to these non-vested units would be subject to acceleration. A summary of restricted Class B unit activity for...

  • Page 94
    ...(the "2015 Plan") under which we may grant up to 5,865,522 stock options and other types of equitybased awards to employees, directors and officers. We do not use cash to settle any of our equity-based awards, and we issue new shares upon the exercise of stock options. In connection with the IPO, we...

  • Page 95
    ... 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 The components of income before income taxes are follows: 2015 2014 2013...

  • Page 96
    ...taxes resulting from increased licensing revenue. Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities are as follows: December 30 2015 December 31 2014 Deferred tax assets: Investment in partnership Tax Receivable Agreement Deferred rent Deferred revenue Stock...

  • Page 97
    ... 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 Continuing SSE Equity Owners...

  • Page 98
    ...Shake Shack Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. As described in Note 1, on February 4, 2015, the SSE Holdings LLC Agreement was amended and restated to, among other things, (i) provide for a new...

  • Page 99
    ... and diluted earnings per share of Class A common stock for fiscal 2015 , 2014 and 2013 . 2015 Numerator: Net income Less: net income attributable to non-controlling interests Net income (loss) attributable to Shake Shack Inc. Denominator: Weighted-average shares of Class A common stock outstanding...

  • Page 100
    ... operating leases for Shacks and our home office space, expiring in various years through 2032. Under certain of these leases, we are liable for contingent rent based on a percentage of sales in excess of a specified threshold and are responsible for our proportionate share of real estate taxes...

  • Page 101
    ...Group, LLC. As a result, Union Square Hospitality Group, LLC and its subsidiaries (collectively, "USHG") are considered related parties. Under the terms of the management agreement with USHG, as amended, in fiscal 2014, we paid a 2.5% management fee to USHG based on Shack sales and licensing revenue...

  • Page 102
    ...as of December 31, 2014 as our Madison Square Park Shack was closed for renovations. Share Our Strength The Chairman of our Board of Directors serves as a director of Share Our Strength, for which Shake Shack hold the "Great American Shake Sale" every year during the month of May to raise money and...

  • Page 103
    ...to the Continuing SSE Equity Owners under the Tax Receivable Agreement as of December 31, 2014 , and no amounts were paid in fiscal 2014 and 2013. NOTE 19 : GEOGRAPHIC INFORMATION Revenue by geographic area for fiscal 2015 , 2014 and 2013 is as follows: 2015 2014 2013 United States Other countries...

  • Page 104
    ... equal annual basic and diluted earnings per share amounts. (2) We operate on a 52/53 week fiscal year that ends on the last Wednesday of the calendar year. Fiscal 2014 was a 53-week year with the extra operating week falling in our fiscal fourth quarter. Fiscal 2015 contained 52 weeks. Shake Shack...

  • Page 105
    Table of Contents Schedule I: Condensed Financial Information of Registrant SHAKE SHACK INC. CONDENSED BALANCE SHEETS (PARENT COMPANY ONLY) (in thousands, except share and per share amounts) December 30 2015 December 31 2014 ASSETS Current assets: Cash Prepaid expenses Total current assets Due ...

  • Page 106
    ... Financial Information of Registrant (continued) SHAKE SHACK INC. CONDENSED STATEMENTS OF INCOME (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 30 2015 December 31 2014 Intercompany revenue TOTAL REVENUE General and administrative expenses TOTAL EXPENSES OPERATING INCOME Equity...

  • Page 107
    ... Information of Registrant (continued) SHAKE SHACK INC. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 30 2015 December 31 2014 Net income Other comprehensive loss: Unrealized holding losses on available-for-sale securities Income tax...

  • Page 108
    Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) SHAKE SHACK INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 30 2015 December 31 2014 OPERATING ACTIVITIES Net income Adjustments to reconcile net income ...

  • Page 109
    ... equity interest in SSE Holdings, LLC ("SSE Holdings") and certain deferred tax assets. On February 4, 2015, the Parent Company completed an initial public offering ("IPO") of 5,750,000 shares of its Class A common stock at a public offering price of $21.00 per share, which includes 750,000 shares...

  • Page 110
    ... year ended December 25, 2013 Fiscal year ended December 31, 2014 Fiscal year ended December 30, 2015 16,545) $ $ $ - - 23,155 39,700 (1) $ (1) Amount relates to a valuation allowance established on deferred tax assets related to our investment in SSE Holdings. Shake Shack Inc. Form 10-K | 108

  • Page 111
    ... Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING For the Management's Report on Internal Control over Financial Reporting, see Item 8, Financial Statements and Supplementary Data. CHANGES...

  • Page 112
    ... information required by this item with respect to transactions with related persons and director independence is incorporated by reference to the sections entitled "Certain Relationships and Related Party Transactions" and "Composition of our Board of Directors" in our Proxy Statement. Shake Shack...

  • Page 113
    ... Accounting Fees and Services. The information required by this item with respect to principal accountant's fees and services is incorporated by reference to the sections entitled "Audit and Related Fees" and "Audit Committee Report" in our Proxy Statement. 111 | Shake Shack Inc. Form 10-K

  • Page 114
    ... required information is included in the consolidated financial statements or notes thereto. (1) Exhibits The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein by reference. Shake Shack Inc...

  • Page 115
    ..., 2016 /s/ Jeff Uttz Jeff Uttz Chief Financial Officer Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature /s/ Randy Garutti Randy...

  • Page 116
    ... 5, 2015 Amended and Restated Management Services Agreement, to be effective as of January 15, 2015, by and between SSE Holdings, LLC and USHG, LLC. Tax Receivable Agreement, dated February 4, 2015, by and among Shake Shack Inc., SSE Holdings, LLC and each of the Members from time to time party...

  • Page 117
    ... 30, 2014, among Union Square Hospitality Group, LLC, Randall Garutti and SSE Holdings, LLC Assignment and Assumption Agreement, dated as of January 15, 2015, by and among SSE Holdings, LLC and Shake Shack Inc. Subsidiaries of Shake Shack Inc. Consent of Independent Registered Public Accounting Firm...

  • Page 118
    ... International, LLC SSE IP, LLC Shake Shack Domestic Licensing LLC Shake Shack Texas Management Company LLC Shake Shack Texas Holding Company LLC Shake Shack Texas Beverage Company LLC State of Incorporation Delaware New York New York Delaware Delaware Texas Texas Texas (1) The subsidiaries listed...

  • Page 119
    ...Rights Plan of Shake Shack Inc.; of our report dated March 30, 2016, with respect to the consolidated financial statements and schedules of Shake Shack Inc., included in this Annual Report (Form 10-K) of Shake Shack Inc. for the year ended December 30, 2015. /s/ Ernst & Young LLP New York, New York...

  • Page 120
    ...summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 30, 2016 /s/ Randy Garutti Randy Garutti Chief Executive Officer

  • Page 121
    ..., summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 30, 2016 /s/ Jeff Uttz Jeff Uttz Chief Financial Officer

  • Page 122
    ... of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 30, 2016 /s/ Randy Garutti Randy Garutti Chief Executive Officer and Director Date: March 30...