COVER PAGE
COVER PAGE - USD ($) | 12 Months Ended | ||
Dec. 25, 2019 | Feb. 12, 2020 | Jun. 26, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 25, 2019 | ||
Entity File Number | 001-36823 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | SHAKE SHACK INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-1941186 | ||
Entity Address, Address Line One | 225 Varick Street | ||
Entity Address, Address Line Two | Suite 301 | ||
Entity Address, City or Town | New York, | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10014 | ||
City Area Code | 646 | ||
Local Phone Number | 747-7200 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.001 | ||
Trading Symbol | SHAK | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,972,057,482 | ||
Documents Incorporated by Reference | A | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001620533 | ||
Current Fiscal Year End Date | --12-25 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 34,422,261 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,145,197 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 37,099 | $ 24,750 |
Marketable securities | 36,508 | 62,113 |
Accounts receivable | 9,970 | 10,523 |
Inventories | 2,221 | 1,749 |
Prepaid expenses and other current assets | 1,877 | 1,984 |
Total current assets | 87,675 | 101,119 |
Property and equipment, net | 314,862 | 261,854 |
Operating lease assets | 274,426 | 0 |
Deferred income taxes, net | 279,817 | 242,533 |
Other assets | 11,488 | 5,026 |
TOTAL ASSETS | 968,268 | 610,532 |
Current liabilities: | ||
Accounts payable | 14,300 | 12,467 |
Accrued expenses | 24,140 | 22,799 |
Accrued wages and related liabilities | 11,451 | 10,652 |
Operating lease liabilities, current | 30,002 | 0 |
Other current liabilities | 19,499 | 14,030 |
Total current liabilities | 99,392 | 59,948 |
Deemed landlord financing | 0 | 20,846 |
Deferred rent | 0 | 47,864 |
Long-term operating lease liabilities | 304,914 | |
Liabilities under tax receivable agreement, net of current portion | 226,649 | 197,921 |
Other long-term liabilities | 15,328 | 10,498 |
Total liabilities | 646,283 | 337,077 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. | 0 | 0 |
Additional paid-in capital | 244,410 | 195,633 |
Retained earnings | 54,367 | 30,404 |
Accumulated other comprehensive income | 2 | 0 |
Total stockholders' equity attributable to Shake Shack Inc. / members' equity | 298,817 | 226,075 |
Non-controlling interests | 23,168 | 47,380 |
Total equity | 321,985 | 273,455 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 968,268 | 610,532 |
Class A common stock, $0.001 par value—200,000,000 shares authorized; 34,417,302 and 29,520,833 shares issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. | ||
Stockholders' equity: | ||
Common stock | 35 | 30 |
Class B common stock, $0.001 par value—35,000,000 shares authorized; 3,145,197 and 7,557,347 shares issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. | ||
Stockholders' equity: | ||
Common stock | $ 3 | $ 8 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 25, 2019 | Dec. 26, 2018 |
Preferred stock, 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) | 34,417,302 | 29,520,833 |
Common stock, shares, outstanding (in shares) | 34,417,302 | 29,520,833 |
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) | 3,145,197 | 7,557,347 |
Common stock, shares, outstanding (in shares) | 3,145,197 | 7,557,347 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
TOTAL REVENUE | $ 594,519 | $ 459,310 | $ 358,810 |
Shack-level operating expenses: | |||
Food and paper costs | 168,176 | 126,096 | 98,337 |
Labor and related expenses | 160,811 | 122,094 | 91,740 |
Other operating expenses | 69,169 | 51,783 | 35,805 |
Occupancy and related expenses | 48,451 | 32,710 | 28,197 |
General and administrative expenses | 65,649 | 52,720 | 39,003 |
Depreciation expense | 40,392 | 29,000 | 21,704 |
Pre-opening costs | 14,834 | 12,279 | 9,603 |
Loss on disposal of property and equipment | 1,352 | 917 | 608 |
TOTAL EXPENSES | 568,834 | 427,599 | 324,997 |
OPERATING INCOME | 25,685 | 31,711 | 33,813 |
Other income, net | 2,263 | 1,514 | 128,123 |
Interest expense | (434) | (2,415) | (1,643) |
INCOME BEFORE INCOME TAXES | 27,514 | 30,810 | 160,293 |
Income tax expense | 3,386 | 8,862 | 151,409 |
NET INCOME | 24,128 | 21,948 | 8,884 |
Less: net income attributable to non-controlling interests | 4,301 | 6,769 | 9,204 |
Net income (loss) attributable to Shake Shack Inc. | $ 19,827 | $ 15,179 | $ (320) |
Earnings (loss) per share of Class A common stock | |||
Basic (in dollars per share) | $ 0.63 | $ 0.54 | $ (0.01) |
Diluted (in dollars per share) | $ 0.61 | $ 0.52 | $ (0.01) |
Weighted-average shares of Class A common stock outstanding | |||
Basic (shares) | 31,381 | 28,299 | 25,876 |
Diluted (shares) | 32,251 | 29,179 | 25,876 |
Shack sales | |||
TOTAL REVENUE | $ 574,625 | $ 445,589 | $ 346,388 |
Licensing revenue | |||
TOTAL REVENUE | $ 19,894 | $ 13,721 | $ 12,422 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 24,128 | $ 21,948 | $ 8,884 | |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation adjustment | 2 | 0 | 0 | |
Available-for-sale Securities: | ||||
Change in net unrealized holding losses | [1] | 0 | (3) | (94) |
Less: reclassification adjustments for net realized losses included in net income | [1] | 0 | 16 | 47 |
Net change | [1] | 2 | 13 | (47) |
OTHER COMPREHENSIVE LOSS, NET OF TAX | 2 | 13 | (47) | |
COMPREHENSIVE INCOME | 24,130 | 21,961 | 8,837 | |
Less: comprehensive income attributable to non-controlling interests | 4,301 | 6,772 | 9,191 | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO SHAKE SHACK INC. | $ 19,829 | $ 15,189 | $ (354) | |
[1] | Net of tax benefit of $0 for fiscal years ended December 25, 2019 , December 26, 2018 and December 27, 2017 . |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Comprehensive income net of tax benefit | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY - 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 Income (Loss) | Non- Controlling Interest | Secondary Offering and Redemption of Units | Secondary Offering and Redemption of UnitsCommon stockClass A Common Stock | Secondary Offering and Redemption of UnitsCommon stockClass B Common Stock | Secondary Offering and Redemption of UnitsAdditional Paid-In Capital |
Beginning balance at Dec. 28, 2016 | $ 201,353 | $ 25 | $ 11 | $ 135,448 | $ 16,719 | $ (15) | $ 49,165 | ||||||
Beginning balance (in shares) at Dec. 28, 2016 | 25,151,384 | 11,253,592 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 8,884 | (320) | 9,204 | ||||||||||
Other comprehensive loss: | |||||||||||||
Net unrealized losses related to available-for-sale securities | (47) | (34) | (13) | ||||||||||
Net change in foreign currency translation adjustment | 0 | 0 | |||||||||||
Equity-based compensation | 5,732 | 5,732 | |||||||||||
Activity under stock compensation plans | 7,270 | $ 1 | 4,451 | 2,818 | |||||||||
Activity under stock compensation (in shares) | 372,508 | ||||||||||||
Redemptions | (4,415) | $ 0 | $ (1) | $ (1) | $ (4,415) | ||||||||
Redemptions (in shares) | (1,003,585) | (1,003,585) | (1,003,585) | ||||||||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 3,059 | 3,059 | |||||||||||
Distributions paid to non-controlling interest holders | (1,772) | (1,772) | |||||||||||
Ending balance at Dec. 27, 2017 | 224,479 | $ 27 | $ 10 | 153,105 | 16,399 | (49) | 54,987 | ||||||
Ending balance (in shares) at Dec. 27, 2017 | 26,527,477 | 10,250,007 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 21,948 | 15,179 | 6,769 | ||||||||||
Other comprehensive loss: | |||||||||||||
Net unrealized losses related to available-for-sale securities | 13 | 10 | 3 | ||||||||||
Net change in foreign currency translation adjustment | 0 | 0 | |||||||||||
Equity-based compensation | 6,250 | 6,250 | |||||||||||
Activity under stock compensation plans | 4,523 | $ 1 | 2,509 | 2,013 | |||||||||
Activity under stock compensation (in shares) | 300,696 | ||||||||||||
Redemptions | (15,202) | 0 | $ (2) | $ (2) | (15,202) | ||||||||
Redemptions (in shares) | (2,692,660) | (2,692,660) | (2,692,660) | ||||||||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 18,567 | 18,567 | |||||||||||
Distributions paid to non-controlling interest holders | (751) | (751) | |||||||||||
Ending balance at Dec. 26, 2018 | 273,455 | $ 30 | $ 8 | 195,633 | 30,404 | 0 | 47,380 | ||||||
Ending balance (in shares) at Dec. 26, 2018 | 29,520,833 | 7,557,347 | 29,520,833 | 7,557,347 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 24,128 | 19,827 | 4,301 | ||||||||||
Other comprehensive loss: | |||||||||||||
Net unrealized losses related to available-for-sale securities | 2 | 0 | |||||||||||
Net change in foreign currency translation adjustment | 2 | 2 | |||||||||||
Equity-based compensation | 7,700 | 7,700 | |||||||||||
Activity under stock compensation plans | 7,805 | 4,517 | 3,288 | ||||||||||
Activity under stock compensation (in shares) | 484,319 | ||||||||||||
Redemptions | 0 | (11,934) | $ 0 | $ (2) | $ (2) | $ (11,934) | |||||||
Redemptions (in shares) | (1,721,887) | (1,721,887) | (1,721,887) | ||||||||||
Effect of GTC Merger | $ (3) | $ (3) | (19,218) | (19,218) | |||||||||
Effect of GTC Merger (in shares) | (2,690,263) | (2,690,263) | |||||||||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 5,408 | 5,408 | |||||||||||
Distributions paid to non-controlling interest holders | (1,708) | (1,708) | |||||||||||
Ending balance at Dec. 25, 2019 | $ 321,985 | $ 35 | $ 3 | $ 244,410 | $ 54,367 | $ 2 | $ 23,168 | ||||||
Ending balance (in shares) at Dec. 25, 2019 | 34,417,302 | 3,145,197 | 34,417,302 | 3,145,197 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
OPERATING ACTIVITIES | |||
Net income (including amounts attributable to non-controlling interests) | $ 24,128 | $ 21,948 | $ 8,884 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation expense | 40,392 | 29,000 | 21,704 |
Amortization of cloud computing asset | 312 | 0 | 0 |
Non-cash operating lease cost | 40,068 | 0 | 0 |
Equity-based compensation | 7,505 | 6,143 | 5,623 |
Deferred income taxes | (6,064) | 788 | 146,334 |
Non-cash interest expense | 170 | 72 | 317 |
Loss on sale of marketable securities | (22) | 16 | 5 |
Loss on disposal of property and equipment | 1,352 | 917 | 608 |
Other non-cash expense (income) | (338) | (78) | (127,221) |
Unrealized gain on available-for-sale securities | (194) | 61 | 0 |
Unrealized Gain (Loss) on Investments | 0 | ||
Net loss on sublease | 0 | 672 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 10,726 | 5,530 | 6,421 |
Inventories | (472) | (491) | (452) |
Prepaid expenses and other current assets | 134 | (270) | 2,244 |
Other assets | (8,245) | (2,726) | (446) |
Accounts payable | 4,248 | 3,156 | 1,235 |
Accrued expenses | 9,856 | 7,979 | 4,388 |
Accrued wages and related liabilities | 799 | 4,424 | 144 |
Other current liabilities | 1,438 | 860 | (988) |
Deferred rent | 0 | 1,247 | 1,008 |
Long-term operating lease liabilities | (37,308) | 0 | 0 |
Other long-term liabilities | 1,372 | 6,208 | 1,070 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 89,857 | 85,395 | 70,878 |
INVESTING ACTIVITIES | |||
Purchases of property and equipment | (106,507) | (87,525) | (61,533) |
Purchases of marketable securities | (1,179) | (1,223) | (7,861) |
Sales of marketable securities | 27,000 | 2,144 | 7,451 |
NET CASH USED IN INVESTING ACTIVITIES | (80,686) | (86,604) | (61,943) |
FINANCING ACTIVITIES | |||
Proceeds from deemed landlord financing | 0 | 1,382 | 1,183 |
Payments on deemed landlord financing | 0 | (702) | (266) |
Deferred financing costs | (286) | 0 | 0 |
Payments on principal of finance leases | (1,926) | 0 | 0 |
Distributions paid to non-controlling interest holders | (1,708) | (751) | (2,379) |
Payments under tax receivable agreement | (707) | 0 | (4,844) |
Proceeds from stock option exercises | 9,201 | 5,472 | 7,585 |
Employee withholding taxes related to net settled equity awards | (1,396) | (949) | (314) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,178 | 4,452 | 965 |
INCREASE IN CASH AND CASH EQUIVALENTS | 12,349 | 3,243 | 9,900 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 24,750 | 21,507 | 11,607 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 37,099 | $ 24,750 | $ 21,507 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 25, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Sha ke Shack Inc. was formed on September 23, 2014 as a Delaware corporation for the purpose of facilitating an initial public offering and other related tran sactions in order to carry on the business of SSE Holdings, LLC and its subsidiaries. Unless the context otherwise requires, references to "we," "us," "our," "Shake Shack" and the "Company" refer to Shake Shack Inc. and its subsidiaries, including SSE Holdings, LLC, which we refer to as "SSE Holdings." We operate and license Shake Shack restaurants ("Shacks"), which serve hamburgers, hot dogs, chicken, crinkle cut fries, shakes, frozen custard, beer, wine and more. As of December 25, 2019 , there were 275 Shacks in operation, system-wide, of which 163 were domestic company-operated Shacks, 22 were domestic licensed Shacks and 90 were international licensed Shacks. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 25, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include our accounts and the accounts of our subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. SSE Holdings is considered a variable interest entity. 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 will continue to 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 December 25, 2019 and December 26, 2018 , the net assets of SSE Holdings were $270,542 and $232,711 , respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreements. See Note 9 for more information. Fiscal Year We operate on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal years 2019 , 2018 and 2017 each contained 52 weeks and ended on December 25, 2019 , December 26, 2018 and December 27, 2017 , respectively. Unless otherwise stated, references to years in this report relate to fiscal years. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management 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. Segment Reporting We own and operate Shacks in the United States. We also have domestic and international licensed operations. Our chief operating decision makers (the "CODMs") are our Chief Executive Officer and our President and Chief Financial Officer. As the CODMs review financial performance and allocate resources at a consolidated level on a recurring basis, we have one operating segment and one reportable segment. Fair Value Measurements We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, we assume the highest and best use of the asset by market participants in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. Assets and liabilities are classified using a fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: ▪ Level 1 - Quoted prices in active markets for identical assets or liabilities ▪ Level 2 - Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities ▪ Level 3 - Inputs that are both unobservable and significant to the overall fair value measurements reflecting an entity's estimates of assumptions that market participants would use in pricing the asset or liability Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash on hand, deposits with banks, and short-term, highly liquid investments that have original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash equivalents consist primarily of money market funds. Accounts Receivable Accounts receivable consist primarily of receivables from our licensees for licensing revenue and related reimbursements, credit card receivables and vendor rebates. We evaluate the collectibility of our accounts receivable based on a variety of factors, including historical experience, current economic conditions and other factors. Inventories Inventories, which consist of food, beer, wine, other beverages and retail merchandise, are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis. No adjustment is deemed necessary to reduce inventory to net realizable value due to the rapid turnover and high utilization of inventory. Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Property and equipment is depreciated based on the straight-line method over the estimated useful lives of the assets, generally ranging from two to seven years for equipment, furniture and fixtures, and computer equipment and software. Costs incurred when constructing Shacks are capitalized. The cost of repairs and maintenance are expensed when incurred. Costs for refurbishments and improvements that significantly increase the productive capacity or extend the useful life of the asset are capitalized. When assets are disposed of, the resulting gain or loss is recognized on the Consolidated Statements of Income (Loss). We assess potential impairments to our long-lived assets, which includes property and equipment and operating lease assets, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by a comparison of the carrying amount of an asset group to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment charges recorded in fiscal 2019 , 2018 and 2017 . Deferred Financing Costs Deferred financing costs incurred in connection with the issuance of long-term debt and establishing credit facilities are capitalized and amortized to interest expense based on the related debt agreements. Deferred financing costs are included in other assets on the Consolidated Balance Sheets. Other Assets Other assets consist primarily of capitalized implementation costs from cloud computing arrangements, long-term marketable securities, security deposits, transferable liquor licenses and certain custom furniture pre-ordered for future Shacks and yet to be placed in service. The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets. Annual liquor license renewal fees are expensed over the renewal term. As of December 25, 2019 and December 26, 2018 , indefinite-lived intangible assets relating to transferable liquor licenses totaled $1,437 and $1,159 , respectively. We evaluate our indefinite-lived intangible assets for impairment annually during our fiscal fourth quarter, and whenever events or changes in circumstances indicate that an impairment may exist. When evaluating intangible assets for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that an intangible asset group is impaired. If we do not perform the qualitative assessment, or if we determine that it is not more likely than not that the fair value of the intangible asset group exceeds its carrying amount, we calculate the estimated fair value of the intangible asset group. If the carrying amount of the intangible asset group exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. In addition, we continuously monitor and may revise our intangible asset useful lives if and when facts and circumstances change. Equity-based Compensation Equity-based compensation expense is measured based on fair value. For awards with graded-vesting features and service conditions only, compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award. For awards with graded-vesting features and a combination of service and performance conditions, compensation expense is recognized using a graded-vesting attribution method over the vesting period based on the most probable outcome of the performance conditions. Forfeitures are recognized as they occur for all equity awards. Equity-based compensation expense is included within general and administrative expenses and labor and related expenses on the Consolidated Statements of Income (Loss) . Leases On December 27, 2018 we adopted ASU 2016-02, Leases (Topic 842) , using a modified retrospective approach. Refer to Note 10 Leases for further details. We currently 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 2036. Upon the possession of a leased asset, we determine its classification as an operating or financing lease. All of our real estate leases are classified as operating leases and most of our equipment leases are classified as finance leases. Generally, our real estate leases have initial terms ranging from 10 to 15 years and typically include two five -year renewal options. Renewal options are typically not included in the lease term as it is not reasonably certain at commencement date that we would exercise the options to extend the lease. Our real estate leases typically provide for fixed minimum rent payments and/or contingent rent payments based upon sales in excess of specified thresholds. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. Fixed minimum rent payments are recognized on a straight-line basis over the lease term starting on the date we take possession of the leased property. Lease expense incurred before a Shack opens is recorded in pre-opening costs. Once a Shack opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy and related expenses on the Consolidated Statements of Income. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy and related expenses on the Consolidated Statements of Income (Loss) . We measure the lease liability by discounting the future fixed contractual payments included in the lease agreement, using our incremental borrowing rate (“IBR”). There are no explicit rates provided in our leases. The IBR is derived from the average of the yield curves obtained from using the notching method and the recovery rate method. The most significant assumption in calculating the incremental borrowing rate is our credit rating. We determined our credit rating based on a comparison of the financial information of SSE Holdings to other public companies and then used their respective credit ratings to develop our own. We expend cash for leasehold improvements to build out and equip our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of up-front cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, landlord incentives are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset. Revenue Recognition Revenue consists of Shack sales and licensing revenue. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. Revenue from Shack sales is presented net of discounts and recognized when food, beverage and retail products are sold. Sales tax collected from customers is excluded from Shack sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing authorities. Revenue from our gift cards is deferred and recognized upon redemption. Licensing revenues include initial territory fees, Shack opening fees, and ongoing sales-based royalty fees from licensed Shacks. Income Taxes We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. Pre-Opening Costs Pre-opening costs are expensed as incurred and consist primarily of legal fees, marketing expenses, occupancy, manager and employee wages, travel and related training costs incurred prior to the opening of a Shack. Advertising The cost of advertising is expensed as incurred. Advertising costs amounted to $857 , $399 and $357 in fiscal 2019 , 2018 and 2017 , respectively, and are included in general and administrative expense and other operating expenses on the Consolidated Statements of Income (Loss) . Recently Adopted Accounting Pronouncements We adopted the Accounting Standards Updates (“ASUs”) summarized below in fiscal 2019. Accounting Standards Update (“ASU”) Description Date Adopted Leases (ASU's 2016-02, 2018-01, 2018-10, 2018-11) 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. We adopted this standard using a modified retrospective approach as of the adoption date, to those lease contracts for which the Company had taken possession of on or prior to December 26, 2018. See Note 10 Leases for more information. December 27, 2018 Recently Issued Accounting Pronouncements Accounting Standards Update (“ASU”) Description Expected Impact Effective Date Simplifying the Accounting for Income Taxes (ASU 2019-12) This standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance in certain areas, including the recognition of franchise taxes, recognition of deferred taxes for tax goodwill, allocation of taxes to members of a consolidated group, computation of annual effective tax rates related to enacted changes in tax laws, and minor improvements related to emloyee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. We are currently evaluating the impact of ASU 2019-12 on our consolidated financial statements and related disclosures. December 31, 2020 Early adoption is permitted. |
REVENUE (Notes)
REVENUE (Notes) | 12 Months Ended |
Dec. 25, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE On December 28, 2017 we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , using the modified retrospective method applied to those contracts which were not completed as of December 28, 2017. Results for reporting periods beginning on or after December 28, 2017 are presented under Accounting Standards Codification Topic 606 ("ASC 606"). Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 605 ("ASC 605"), the accounting standard then in effect. Revenue Recognition Revenue consists of Shack sales and licensing revenue. Generally, revenue is recognized as promised goods or services transferred to the guest or customer in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. Revenue from Shack sales is presented net of discounts and recognized when food, beverage and retail products are sold. Sales tax collected from customers is excluded from Shack sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing authorities. Revenue from our gift cards is deferred and recognized upon redemption. Licensing revenues include initial territory fees, Shack opening fees and ongoing sales-based royalty fees from licensed Shacks. Generally, the licenses granted to develop, open and operate each Shack in a specified territory are the predominant goods or services transferred to the licensee in our contracts, and represent distinct performance obligations. Ancillary promised services, such as training and assistance during the initial opening of a Shack, are typically combined with the licenses and considered as one performance obligation per Shack. We determine the transaction price for each contract, which is comprised of the initial territory fee and an estimate of the total Shack opening fees we expect to be entitled to. The calculation of total Shack opening fees included in the transaction price requires judgment, as it is based on an estimate of the number of Shacks we expect the licensee to open. The transaction price is then allocated equally to each Shack expected to open. The performance obligations are satisfied over time, starting when a Shack opens, through the end of the term of the license granted to the Shack. Because we are transferring licenses to access our intellectual property during a contractual term, revenue is recognized on a straight-line basis over the license term. Generally, payment for the initial territory fee is received upon execution of the licensing agreement and payment for the Shack opening fees are received either in advance of or upon opening the related restaurant. These payments are initially deferred and recognized as revenue as the performance obligations are satisfied, which occurs over a long-term period. Revenue from sales-based royalties is recognized as the related sales occur. Revenue recognized during fiscal 2019 and 2018 (under ASC 606) and 2017 (under ASC 605) disaggregated by type is as follows: 2019 2018 2017 Shack sales $ 574,625 $ 445,589 $ 346,388 Licensing revenue: Sales-based royalties 19,318 13,422 11,633 Initial territory and opening fees 576 299 789 Total revenue $ 594,519 $ 459,310 $ 358,810 The aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of December 25, 2019 is $16,082 . We expect to recognize this amount as revenue over a long-term period, as the license term for each Shack ranges from 5 to 20 years. These amounts exclude any variable consideration related to sales-based royalties. Contract Balances Opening and closing balances of contract liabilities and receivables from contracts with customers is as follows: December 25 December 27 Shack sales receivables $ 4,265 $ 2,550 Licensing receivables 4,510 2,616 Gift card liability 2,258 1,796 Deferred revenue, current 511 307 Deferred revenue, long-term 11,310 10,026 Revenue recognized during fiscal 2019 and 2018 that was included in their respective liability balances at the beginning of the period is as follows: 2019 2018 Gift card liability $ 524 $ 506 Deferred revenue 536 523 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 25, 2019 | |
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 December 25, 2019 and December 26, 2018 , and indicate the classification within the fair value hierarchy. Refer to Note 2 for further information. Cash, Cash Equivalents and Marketable Securities The following tables summarize our cash, cash equivalents and marketable securities by significant investment categories as of December 25, 2019 and December 26, 2018 : December 25, 2019 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 32,094 $ — $ — $ 32,094 $ 32,094 $ — Level 1: Money market funds 5,005 — — 5,005 5,005 — Mutual funds 36,436 72 36,508 — 36,508 Total $ 73,535 $ 72 $ — $ 73,607 $ 37,099 $ 36,508 December 26, 2018 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 19,746 $ — $ — $ 19,746 $ 19,746 $ — Level 1: Money market funds 5,004 — — 5,004 5,004 — Mutual funds 62,235 — (122 ) 62,113 — 62,113 Total $ 86,985 $ — $ (122 ) $ 86,863 $ 24,750 $ 62,113 On December 28, 2017, we adopted ASU 2016-01, which requires certain equity investments to be measured at fair value with changes in fair value recognized in net income. Net un realized gains on equity securities totaling $194 were included on the Consolidated Statements of Income during fiscal 2019 . Net un realized losses on equity securities totaling $61 were included on the Consolidated Statements of Income during fiscal 2018 . A summary of other income from equity securities recognized during fiscal 2019 , 2018 and 2017 is as follows: 2019 2018 2017 Equity securities: Dividend income $ 1,244 $ 1,392 $ 830 Interest income — 9 77 Realized gain (loss) on sale of investments 22 (3 ) (5 ) Unrealized gain (loss) on available-for-sale equity securities 194 (61 ) — Total other income, net $ 1,460 $ 1,337 $ 902 A summary of equity securities sold and gross realized gains and losses recognized during fiscal 2019 , 2018 and 2017 is as follows: 2019 2018 2017 Equity securities: Gross proceeds from sales and redemptions $ 27,000 $ 2,144 $ 2,223 Cost basis of sales and redemptions 26,978 2,160 2,271 Gross realized gains included in net income 36 2 1 Gross realized losses included in net income (14 ) (18 ) (49 ) Amounts reclassified out of accumulated other comprehensive loss — 16 47 Realized gains and losses are determined on a specific identification method and are included in other income, net on the Consolidated Statements of Income (Loss) . 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. As of December 25, 2019 and December 26, 2018 , the declines in the market value of our marketable securities investment portfolio are considered to be temporary in nature. Other Financial Instruments The carrying value of our financial instruments, including accounts receivable, accounts payable, and accrued expenses as of December 25, 2019 and December 26, 2018 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 fiscal 2019 , 2018 and 2017 . |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 25, 2019 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The components of accounts receivable as of December 25, 2019 and December 26, 2018 are as follows: December 25 December 26 Landlord receivables $ — $ 4,494 Licensing receivables 4,510 2,579 Credit card receivables 3,417 2,446 Other receivables 2,043 1,004 Accounts receivable $ 9,970 $ 10,523 As of December 25, 2019 and December 26, 2018 , no allowance for doubtful accounts was recorded based on our evaluation of collectibility. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 25, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: December 25 December 26 Food $ 1,738 $ 1,291 Wine 107 83 Beer 114 95 Beverages 233 203 Retail merchandise 29 77 Inventories $ 2,221 $ 1,749 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 25, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 25 December 26 Leasehold improvements $ 302,204 $ 228,453 Landlord funded assets — 15,595 Equipment 54,404 40,716 Furniture and fixtures 18,082 14,055 Computer equipment and software 24,226 19,008 Financing equipment lease assets 7,442 — Construction in progress (1) 30,290 29,474 Property and equipment, gross 436,648 347,301 Less: accumulated depreciation (121,786 ) (85,447 ) Property and equipment, net $ 314,862 $ 261,854 ( 1) Construction in progress as of December 26, 2018 includes landlord funded assets under construction. Depreciation expense was $40,392 , $29,000 and $21,704 for fiscal 2019 , 2018 and 2017 , respectively. |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Dec. 25, 2019 | |
Supplemental Balance Sheet Disclosures [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | SUPPLEMENTAL BALANCE SHEET INFORMATION The components of other current liabilities as of December 25, 2019 and December 26, 2018 are as follows: December 25 December 26 Sales tax payable $ 4,086 $ 3,143 Current portion of liabilities under tax receivable agreement 7,777 5,804 Gift card liability 2,258 1,796 Current portion of financing equipment lease liabilities 1,873 — Other 3,505 3,287 Other current liabilities $ 19,499 $ 14,030 The components of other long-term liabilities as of December 25, 2019 and December 26, 2018 are as follows: December 25 December 26 Deferred licensing revenue $ 11,310 $ 10,026 Long-term portion of financing equipment lease liabilities 3,643 — Other 375 472 Other long-term liabilities $ 15,328 $ 10,498 |
DEBT
DEBT | 12 Months Ended |
Dec. 25, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT In August 2019, we terminated our previous revolving credit facility and entered into a new revolving credit facility pursuant to a Credit Agreement. Our Credit Agreement provides for a revolving credit facility of $50,000 , of which the entire commitment is available immediately, with the ability to increase available borrowings up to an additional $100,000 , to be made available subject to satisfaction of certain conditions. The Credit Agreement will mature and all amounts outstanding will be due and payable in August 2024 and permits the issuance of letters of credit upon our request of up to $15,000 . Borrowings under the facility will bear interest at either: (i) LIBOR plus a percentage ranging from 1.0% to 1.5% or (ii) the base rate plus a percentage ranging from 0.0% to 0.5% , in each case depending on our net lease adjusted leverage ratio. To the extent the LIBOR reference rate is no longer available, the administrative agent, in consultation with us, will determine a replacement rate which will be generally in accordance with similar transactions in which it serves as administrative agent. As of December 25, 2019 , no amounts were outstanding under the revolving credit facility. As of December 26, 2018 , no amounts were outstanding under the previous facility. The obligations under the Credit Agreement are secured by a first-priority security interest in substantially all of the assets of SSE Holdings and the guarantors. The obligations under the Credit Agreement were guaranteed by each of SSE Holdings' direct and indirect subsidiaries (with certain exceptions). The Credit Agreement requires us to comply with maximum net lease adjusted leverage and minimum fixed charge coverage ratios. In addition, the Credit Agreement contains other customary affirmative and negative covenants, including those which (subject to certain exceptions and dollar thresholds) limit our ability to incur debt; incur liens; make investments; engage in mergers, consolidations, liquidations or acquisitions; dispose of assets; make distributions on or repurchase equity securities; engage in transactions with affiliates; and prohibits us, with certain exceptions, from engaging in any line of business not related to our current line of business. As of December 25, 2019 we were in compliance with all covenants. As of December 26, 2018 we had deemed landlord financing liabilities of $20,846 , for certain leases where we were involved in the construction of leased assets and were considered the accounting owner of the construction project. Upon adoption of ASU 2016-02, Leases (Topic 842) on December 27, 2018, we were no longer considered to be the accounting owner of these construction projects and had no deemed landlord financing liabilities on the Condensed Consolidated Balance Sheets as of December 25, 2019 . As of December 25, 2019 we had $334,916 of operating lease liabilities and $5,516 of finance lease liabilities on the Condensed Consolidated Balance Sheets. Refer to Note 10 for further details. Total interest costs incurred were $434 , $2,572 and $1,806 in fiscal 2019 , 2018 and 2017 , respectively. Amounts capitalized into property and equipment were $157 and $164 during fiscal 2018 and 2017 , respectively. No amounts were capitalized into property and equipment during fiscal 2019 |
LEASES
LEASES | 12 Months Ended |
Dec. 25, 2019 | |
Leases [Abstract] | |
LEASES | LEASES Effect of Standard Adoption On December 27, 2018 we adopted ASU 2016-02, Leases (Topic 842) , using a modified retrospective approach. We elected the package of practical expedients permitted under the transition guidance within Accounting Standards Codification Topic 842 ("ASC 842") which, among other items, allowed us to carry forward historical lease classifications. As such, we applied the modified retrospective approach as of the adoption date to those lease contracts for which we had taken possession of the property as of December 26, 2018. As part of the transition, we derecognized all landlord funded assets and deemed landlord financing liabilities as of December 26, 2018 and determined the classification as either operating or finance leases. In addition to the aforementioned practical expedient, we have also elected to: ▪ Adopt the short-term lease exception for leases with terms of twelve months or less and account for them as if they were operating leases under ASC 840; and ▪ Apply the practic al expedient of combining lease and non-lease components. Results for reporting periods beginning on or after December 27, 2018 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840 ("ASC 840"), the accounting standard then in effect. Upon transition, on December 27, 2018, we recorded the following increases (decreases) to the respective line items on the Consolidated Balance Sheet: Adjustment as of December 27, 2018 Prepaid expenses and other current assets $ 6 Property and equipment, net (11,448 ) Operating lease assets 229,885 Deferred income taxes, net (121 ) Deemed landlord financing (20,846 ) Deferred rent (47,862 ) Long-term operating lease liabilities 277,224 Other long-term liabilities 4,611 Retained earnings 4,136 Non-controlling interests 1,059 Nature of 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 2036. We evaluate contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of ASC 842. Upon the possession of a leased asset, we determine its classification as an operating or finance lease. Our real estate leases are classified as operating leases and most of our equipment leases are classified as finance leases. Generally, our real estate leases have initial terms ranging from 10 to 15 years and typically include two five -year renewal options. Renewal options are generally not recognized as part of the right-of-use assets and lease liabilities as it is not reasonably certain at commencement date that we would exercise the options to extend the lease. Our real estate leases typically provide for fixed minimum rent payments and/or contingent rent payments based upon sales in excess of specified thresholds. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a Shack opens is recorded in pre-opening costs. Once a domestic company-operated Shack opens, we record the straight-line lease 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 maintenance costs and other occupancy costs which are included in occupancy and related expenses on the Consolidated Statements of Income (Loss) . As there were no explicit rates provided in our leases, we used our incremental borrowing rate in determining the present value of future lease payments. The discount rate used to measure the lease liability was derived from the average of the yield curves obtained from using the notching method and the recovery rate method. The most significant assumption in calculating the incremental borrowing rate is our credit rating and subject to judgment. We determined our credit rating based on a comparison of the financial information of SSE Holdings to other public companies and then used their respective credit ratings to develop our own. We expend cash for leasehold improvements to build out and equip our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, landlord incentives are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset. A summary of finance and operating lease right-of-use assets and liabilities as of December 25, 2019 is as follows: Classification December 25, 2019 Finance leases Property and equipment, net $ 5,444 Operating leases Operating lease assets 274,426 Total right-of-use assets $ 279,870 Finance leases: Other current liabilities 1,873 Other long-term liabilities 3,643 Operating leases: Operating lease liabilities, current 30,002 Long-term operating lease liabilities 304,914 Total lease liabilities $ 340,432 The components of lease cost for the fiscal year ended December 25, 2019 were as follows: Classification December 25 Finance lease cost: Amortization of right-of-use assets Depreciation expense $ 1,998 Interest on lease liabilities Interest expense 193 Operating lease cost Occupancy and related expenses General and administrative expenses Pre-opening costs 40,068 Short-term lease cost Occupancy and related expenses 394 Variable lease cost Occupancy and related expenses General and administrative expenses Pre-opening costs 16,060 Total lease cost $ 58,713 As of December 25, 2019 , future minimum lease payments for finance and operating leases consisted of the following: Finance Leases Operating Leases 2020 $ 2,051 $ 50,649 2021 1,445 46,521 2022 989 47,285 2023 743 47,379 2024 472 45,979 Thereafter 255 223,507 Total minimum payments 5,955 461,320 Less: imputed interest 439 126,404 Total lease liabilities $ 5,516 $ 334,916 As of December 25, 2019 we had additional operating lease commitments of $ 67,760 for non-cancelable leases without a possession date, which will begin to commence in 2020 . These lease commitments are consistent with the leases that we have executed thus far and include a number of real estate leases where we are involved in the construction and design. A summary of lease terms and discount rates for finance and operating leases as of December 25, 2019 is as follows: December 25 Weighted-average remaining lease term (years): Finance leases 5.1 Operating leases 10.1 Weighted-average discount rate: Finance leases 3.7 % Operating leases 5.4 % Supplemental cash flow information related to leases as of December 25, 2019 is as follows: December 25 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 193 Operating cash flows from operating leases 37,468 Financing cash flows from finance leases 1,926 Right-of-use assets obtained in exchange for lease obligations: Finance leases 2,831 Operating leases 65,556 |
LEASES | LEASES Effect of Standard Adoption On December 27, 2018 we adopted ASU 2016-02, Leases (Topic 842) , using a modified retrospective approach. We elected the package of practical expedients permitted under the transition guidance within Accounting Standards Codification Topic 842 ("ASC 842") which, among other items, allowed us to carry forward historical lease classifications. As such, we applied the modified retrospective approach as of the adoption date to those lease contracts for which we had taken possession of the property as of December 26, 2018. As part of the transition, we derecognized all landlord funded assets and deemed landlord financing liabilities as of December 26, 2018 and determined the classification as either operating or finance leases. In addition to the aforementioned practical expedient, we have also elected to: ▪ Adopt the short-term lease exception for leases with terms of twelve months or less and account for them as if they were operating leases under ASC 840; and ▪ Apply the practic al expedient of combining lease and non-lease components. Results for reporting periods beginning on or after December 27, 2018 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840 ("ASC 840"), the accounting standard then in effect. Upon transition, on December 27, 2018, we recorded the following increases (decreases) to the respective line items on the Consolidated Balance Sheet: Adjustment as of December 27, 2018 Prepaid expenses and other current assets $ 6 Property and equipment, net (11,448 ) Operating lease assets 229,885 Deferred income taxes, net (121 ) Deemed landlord financing (20,846 ) Deferred rent (47,862 ) Long-term operating lease liabilities 277,224 Other long-term liabilities 4,611 Retained earnings 4,136 Non-controlling interests 1,059 Nature of 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 2036. We evaluate contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of ASC 842. Upon the possession of a leased asset, we determine its classification as an operating or finance lease. Our real estate leases are classified as operating leases and most of our equipment leases are classified as finance leases. Generally, our real estate leases have initial terms ranging from 10 to 15 years and typically include two five -year renewal options. Renewal options are generally not recognized as part of the right-of-use assets and lease liabilities as it is not reasonably certain at commencement date that we would exercise the options to extend the lease. Our real estate leases typically provide for fixed minimum rent payments and/or contingent rent payments based upon sales in excess of specified thresholds. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a Shack opens is recorded in pre-opening costs. Once a domestic company-operated Shack opens, we record the straight-line lease 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 maintenance costs and other occupancy costs which are included in occupancy and related expenses on the Consolidated Statements of Income (Loss) . As there were no explicit rates provided in our leases, we used our incremental borrowing rate in determining the present value of future lease payments. The discount rate used to measure the lease liability was derived from the average of the yield curves obtained from using the notching method and the recovery rate method. The most significant assumption in calculating the incremental borrowing rate is our credit rating and subject to judgment. We determined our credit rating based on a comparison of the financial information of SSE Holdings to other public companies and then used their respective credit ratings to develop our own. We expend cash for leasehold improvements to build out and equip our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, landlord incentives are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset. A summary of finance and operating lease right-of-use assets and liabilities as of December 25, 2019 is as follows: Classification December 25, 2019 Finance leases Property and equipment, net $ 5,444 Operating leases Operating lease assets 274,426 Total right-of-use assets $ 279,870 Finance leases: Other current liabilities 1,873 Other long-term liabilities 3,643 Operating leases: Operating lease liabilities, current 30,002 Long-term operating lease liabilities 304,914 Total lease liabilities $ 340,432 The components of lease cost for the fiscal year ended December 25, 2019 were as follows: Classification December 25 Finance lease cost: Amortization of right-of-use assets Depreciation expense $ 1,998 Interest on lease liabilities Interest expense 193 Operating lease cost Occupancy and related expenses General and administrative expenses Pre-opening costs 40,068 Short-term lease cost Occupancy and related expenses 394 Variable lease cost Occupancy and related expenses General and administrative expenses Pre-opening costs 16,060 Total lease cost $ 58,713 As of December 25, 2019 , future minimum lease payments for finance and operating leases consisted of the following: Finance Leases Operating Leases 2020 $ 2,051 $ 50,649 2021 1,445 46,521 2022 989 47,285 2023 743 47,379 2024 472 45,979 Thereafter 255 223,507 Total minimum payments 5,955 461,320 Less: imputed interest 439 126,404 Total lease liabilities $ 5,516 $ 334,916 As of December 25, 2019 we had additional operating lease commitments of $ 67,760 for non-cancelable leases without a possession date, which will begin to commence in 2020 . These lease commitments are consistent with the leases that we have executed thus far and include a number of real estate leases where we are involved in the construction and design. A summary of lease terms and discount rates for finance and operating leases as of December 25, 2019 is as follows: December 25 Weighted-average remaining lease term (years): Finance leases 5.1 Operating leases 10.1 Weighted-average discount rate: Finance leases 3.7 % Operating leases 5.4 % Supplemental cash flow information related to leases as of December 25, 2019 is as follows: December 25 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 193 Operating cash flows from operating leases 37,468 Financing cash flows from finance leases 1,926 Right-of-use assets obtained in exchange for lease obligations: Finance leases 2,831 Operating leases 65,556 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 25, 2019 | |
Compensation Related Costs [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined Contribution Plan Our employees are eligible to participate in a defined contribution savings plan maintained by Shake Shack. The plan is funded by employee and employer contributions. We pay our share of the employer contributions directly to the third party trustee. Employer contributions to the plan are at our discretion. We make contributions matching a portion of participants' contributions. We match 100% of participants' contributions for the first 3% of eligible compensation contributed and 50% of contributions made in excess of 3% of eligible compensation up to 5% of eligible compensation. Employer contributions totaled $772 , $509 and $389 for fiscal 2019 , 2018 and 2017 |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 12 Months Ended |
Dec. 25, 2019 | |
Equity [Abstract] | |
STOCKHOLDER'S EQUITY | STOCKHOLDERS' EQUITY Redemptions of LLC Interests The SSE Holdings LLC Agreement 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 receive a corresponding number of LLC Interests, increasing our total ownership interest in SSE Holdings. Simultaneously, and in connection with a redemption, the corresponding number of shares of Class B common stock are surrendered and canceled. The following table summarizes redemptions of LLC Interests activity during fiscal 2019 , 2018 and 2017 . 2019 2018 2017 Redemption and acquisition of LLC Interests Number of LLC Interests redeemed by non-controlling interest holders 1,721,887 2,692,660 1,003,585 Number of LLC Interests acquired in connection with the Gramercy Tavern Merger 2,690,263 — — Number of LLC Interests received by Shake Shack Inc. 4,412,150 2,692,660 1,003,585 Issuance of Class A common stock Shares of Class A common stock issued in connection with redemptions of LLC Interests 1,721,887 2,692,660 1,003,585 Shares of Class A common stock issued in connection with the Gramercy Tavern Merger 2,690,263 — — Cancellation of Class B common stock Shares of Class B common stock surrendered and canceled 1,721,887 2,692,660 1,003,585 Shares of Class B common stock surrendered and canceled in connection with the Gramercy Tavern Merger 2,690,263 — — Stock Compensation Plan Activity We received an aggregate of 484,319 , 300,696 and 372,508 LLC Interests in connection with the activity under our stock compensation plan during fiscal 2019 , 2018 and 2017 , respectively. Dividend Restrictions We are a holding company with no direct operations. As a result, our ability to pay cash dividends on our common stock, if any, is dependent upon cash dividends, distributions or other transfers from SSE Holdings. The amounts available to us to pay cash dividends are subject to certain covenants and restrictions set forth in the revolving credit facility. As of December 25, 2019 , essentially all of the net assets of SSE Holdings were restricted. See Note 9 for more information regarding the covenants and restrictions set forth in the Revolving Credit Facility. Gramercy Tavern Corp. Merger Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other parties thereto, the Meyer Stockholders had the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of our Class A common stock pursuant to a tax-free reorganization. In August 2019, the Meyer Stockholders exercised their right with respect to GTC (the "GTC Merger"). To effect the GTC Merger, a newly-formed wholly-owned subsidiary of Shake Shack Inc. merged with and into GTC, with GTC as the surviving entity, which was then merged with and into Shake Shack Inc. Prior to the GTC Merger, GTC owned 2,690,263 LLC Interests and an equivalent number of shares of our Class B common stock. The stockholders of GTC, received on a one-for-one basis, 2,690,263 shares of Class A common stock based upon the amount of shares of GTC held by the stockholders; all of the shares of Class B common stock held by GTC were canceled; and all of the LLC Interests held by GTC were transferred to us. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 25, 2019 | |
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 SSE Holdings LLC Agreement 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 December 25, 2019 and December 26, 2018 : 2019 2018 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests held by Shake Shack Inc. 34,417,302 91.6 % 29,520,833 79.6 % Number of LLC Interests held by non-controlling interest holders 3,145,197 8.4 % 7,557,347 20.4 % Total LLC Interests outstanding 37,562,499 100.0 % 37,078,180 100.0 % The weighted average ownership percentages for the applicable reporting periods are used to attribute net income and other comprehensive income (loss) between Shake Shack Inc. and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage for fiscal 2019 and 2018 was 15.9% and 23.4% , respectively. The following table summarizes the effects of changes in ownership in SSE Holdings on our equity during fiscal 2019 , 2018 and 2017 . 2019 2018 2017 Net income (loss) attributable to Shake Shack Inc. $ 19,827 $ 15,179 $ (320 ) Other comprehensive income (loss): Unrealized holding gains (losses) on available-for-sale securities — 10 (34 ) Unrealized gain on foreign currency translation adjustment 2 — — Transfers (to) from non-controlling interests: Increase in additional paid-in capital as a result of the redemption of LLC Interests 11,934 15,202 4,415 Increase in additional paid-in-capital as a result of the GTC Merger 19,218 — — Increase in additional paid-in capital as a result of activity under the stock compensation plan and the related income tax effect 4,517 2,509 4,451 Total effect of changes in ownership interest on equity attributable to Shake Shack Inc. $ 55,498 $ 32,900 $ 8,512 During fiscal 2019 , an aggregate of 4,412,150 LLC Interests were redeemed by the non-controlling interest holders for newly-issued shares of Class A common stock, of which 2,690,263 were received through the Gramercy Tavern Merger as described in Note 12, and we received 4,412,150 LLC Interests, increasing our total ownership interest in SSE Holdings to 91.6% . During 2018 , an aggregate of 2,692,660 LLC Interests were redeemed by the non-controlling interest holders, and we received 2,692,660 LLC Interests, increasing our total ownership interest in SSE Holdings to 79.6% . We received an aggregate of 484,319 and 300,696 LLC Interests in connection with the activity under our stock compensation plans during fiscal 2019 and 2018 , respectively. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 25, 2019 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION A summary of equity-based compensation expense recognized during fiscal 2019 , 2018 and 2017 is as follows: 2019 2018 2017 Stock options 2,626 3,039 3,474 Performance stock units 3,035 2,449 1,869 Restricted stock units 1,844 655 280 Equity-based compensation expense $ 7,505 $ 6,143 $ 5,623 Total income tax benefit recognized related to equity-based compensation $ 188 $ 172 $ 198 Equity-based compensation expense is allocated to general and administrative expenses and labor and related expenses on the Consolidated Statements of Income (Loss) during fiscal 2019 , 2018 and 2017 as follows: 2019 2018 2017 General and administrative expenses 7,189 5,991 5,463 Labor and related expenses 316 152 160 Equity-based compensation expense 7,505 6,143 5,623 We capitalized $195 , $107 and $109 of equity-based compensation expense associated with the construction cost of our Shacks and our enterprise-wide system upgrade, Project Concrete, during fiscal 2019 , 2018 and 2017 , respectively. Stock Options In January 2015, we adopted the 2015 Incentive Award Plan (the "2015 Plan") under which we may grant up to 5,865,522 stock options and other equity-based awards to employees, directors and officers. The stock options granted generally vest equally over periods ranging from one to five years. We do not use cash to settle any of our equity-based awards, and we issue new shares of Class A common stock upon the exercise of stock options. The fair value of stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: 2019 2018 2017 Expected term (years) (1) 7.5 7.5 7.5 Expected volatility (2) 42.2 % 42.5 % 44.5 % Risk-free interest rate (3) 2.4 % 2.8 % 2.1 % Dividend yield (4) — % — % — % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as we have no plans to declare dividends in the foreseeable future. A summary of stock option activity for fiscal years 2019 , 2018 and 2017 is as follows: Stock Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Outstanding as of December 28, 2016 2,364,722 $ 21.10 Granted 5,150 38.91 Exercised (359,011 ) 21.13 Forfeited (291,520 ) (21.00 ) Expired — — Outstanding as of December 27, 2017 1,719,341 $ 21.16 Granted 5,036 39.91 Exercised (260,515 ) 21.00 Forfeited (102,879 ) (21.27 ) Expired — — Outstanding as of December 26, 2018 1,360,983 $ 21.25 Granted 3,785 54.36 Exercised (435,986 ) 21.18 Forfeited (38,515 ) (21.00 ) Expired — — Outstanding as of December 25, 2019 890,267 $ 21.44 $ 34,280 5.2 Options vested and exercisable as of December 25, 2019 574,993 $ 21.24 $ 22,258 5.1 Options expected to vest as of December 25, 2019 315,274 $ 21.82 $ 12,022 5.2 As of December 25, 2019 , total unrecognized compensation expense related to unvested stock options was $450 , which is expected to be recognized over a weighted-average period of 1.6 years. The total intrinsic value of stock options exercised during fiscal 2019 , 2018 and 2017 was $16,905 , $5,786 and $8,333 , respectively. C ash received from stock option exercises was $9,201 for fiscal 2019 . A summary of unvested stock option activity for fiscal years 2019 , 2018 and 2017 is as follows: Stock Options Weighted Average Grant-Date Fair Value Unvested as of December 28, 2016 1,964,251 $ 8.66 Vested (503,686 ) 8.85 Granted 5,150 19.42 Forfeited (289,620 ) 8.59 Unvested as of December 27, 2017 1,176,095 $ 8.64 Vested (404,120 ) 8.62 Granted 5,036 19.86 Forfeited (90,275 ) 8.59 Unvested as of December 26, 2018 686,736 $ 8.74 Vested (340,752 ) 8.66 Granted 3,785 26.42 Forfeited (34,495 ) 8.59 Unvested as of December 25, 2019 315,274 $ 9.05 The total fair value of stock options vested during fiscal 2019 , 2018 and 2017 was $2,950 , $3,483 and $4,458 , respectively. The following table summarizes information about stock options outstanding and exercisable as December 25, 2019 : Options Outstanding Options Exercisable Number Outstanding at December 25, 2019 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at December 25, 2019 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Exercise Price $21.00 869,777 5.1 $ 21.00 565,407 5.1 $ 21.00 $34.62 7,411 6.4 $ 34.62 7,411 6.4 $ 34.62 $36.41 1,108 6.9 $ 36.41 1,108 6.9 $ 36.41 $38.91 3,150 7.5 $ 38.91 60 7.5 $ 38.91 $39.91 5,036 8.2 $ 39.91 1,007 8.2 $ 39.91 $54.36 3,785 9.2 $ 54.36 — — $ — Performance Stock Units Under the 2015 Plan, we may grant performance stock units and other types of performance-based equity awards that vest based on the outcome of certain performance criteria that are established and approved by the Compensation Committee of the Board of Directors. The actual number of equity awards earned is based on the level of performance achieved over a predetermined performance period, relative to established financial goals, none of which are considered market conditions. For performance stock units granted during fiscal 2019 , the amount of awards that can be earned ranges from 0% to 125% of the number of performance stock units granted, based on the achievement of approved financial goals over a 1 -year performance period. In addition to the performance conditions, performance stock units are also subject to a requisite service period and the awards vest ratably over four years. The fair value of performance stock units is determined based on the closing market price of our Class A common stock on the date of grant. Compensation expense related to the performance stock units is recognized using a graded-vesting attribution method over the vesting period based on the most probable outcome of the performance conditions. A summary of performance stock unit activity for fiscal years 2019 , 2018 and 2017 is as follows: Performance Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 28, 2016 61,600 $ 38.41 Granted 87,596 37.90 Performance achievement (1) 9,545 38.40 Vested (22,703 ) 38.40 Forfeited (11,196 ) 38.28 Expired — — Outstanding as of December 27, 2017 124,842 $ 38.06 Granted 60,437 58.46 Performance achievement (1) (12,139 ) 37.89 Vested (43,861 ) 38.13 Forfeited (10,737 ) 41.28 Expired — — Outstanding as of December 26, 2018 118,542 $ 48.16 Granted 69,772 52.47 Performance achievement (1) 4,626 58.46 Vested (56,513 ) 45.40 Forfeited (18,910 ) 51.17 Expired — — Outstanding as of December 25, 2019 117,517 $ 51.97 (1) Represents the incremental awards earned and/or awards forfeited based on the achievement of performance conditions. As of December 25, 2019 , there were 117,517 performance stock units outstanding, of which none were vested. As of December 25, 2019 , total unrecognized compensation expense related to unvested performance stock units was $2,958 , which is expected to be recognized over a weighted-average period of 2.7 years. Restricted Stock Units Under the 2015 Plan, we may grant restricted stock units to employees, directors and officers. The restricted stock units granted generally vest equally over periods ranging from one to five years. T he fair value of restricted stock units is determined based on the closing market price of our Class A common stock on the date of grant. Compensation expense related to the restricted stock units is recognized using a straight-line attribution method over the vesting period. A summary of restricted stock unit activity for fiscal years 2019 , 2018 and 2017 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 28, 2016 — $ — Granted 44,476 38.98 Vested — — Forfeited — — Expired — — Outstanding as of December 27, 2017 44,476 $ 38.98 Granted 18,882 49.12 Vested (13,635 ) 39.13 Forfeited — — Expired — — Outstanding as of December 26, 2018 49,723 $ 42.79 Granted 126,770 52.51 Vested (14,812 ) 47.00 Forfeited (9,583 ) 52.47 Expired — — Outstanding as of December 25, 2019 152,098 $ 49.87 As of December 25, 2019 , there were 152,098 restricted stock units outstanding, of which none were vested. As of December 25, 2019 , total unrecognized compensation expense related to unvested restricted stock units was $6,016 , which is expected to be recognized over a weighted-average period of 3.1 years. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 25, 2019 | |
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 The components of income before income taxes are follows: 2019 2018 2017 Domestic $ 11,797 $ 21,595 $ 152,204 Foreign 15,717 9,215 8,089 Income before income taxes $ 27,514 $ 30,810 $ 160,293 The components of income tax expense are as follows: 2019 2018 2017 Current income taxes: Federal $ 2,984 $ 5,281 $ 518 State and local 4,283 858 3,615 Foreign 2,183 1,935 942 Total current income taxes 9,450 8,074 5,075 Deferred income taxes: Federal (5,643 ) (210 ) 145,139 State and local (421 ) 998 1,195 Total deferred income taxes (6,064 ) 788 146,334 Income tax expense $ 3,386 $ 8,862 $ 151,409 Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense and the U.S. statutory income tax rate to our effective tax rates are as follows: 2019 2018 2017 Expected U.S. federal income taxes at statutory rate $ 5,778 21.0 % $ 6,470 21.0 % $ 56,103 35.0 % State and local income taxes, net of federal benefit 3,924 14.2 % 797 2.6 % 2,590 1.6 % Foreign withholding taxes 2,183 7.9 % 1,935 6.3 % 942 0.6 % Tax credits (3,007 ) (10.9 )% (2,151 ) (7.0 )% (1,230 ) (0.8 )% Non-controlling interest (1,405 ) (5.1 )% (1,908 ) (6.2 )% (3,273 ) (2.0 )% Remeasurement of deferred tax assets in connection with the enactment of the TCJA — — % — — % 138,636 86.5 % Remeasurement of deferred tax assets in connection with other tax rate changes 208 0.8 % 3,794 12.3 % 1,657 1.0 % Remeasurement of liabilities under tax receivable agreement in connection with the enactment of the TCJA — — % — — % (44,051 ) (27.4 )% Change in valuation allowance (4,669 ) (17.0 )% — — % — — % Other 374 1.4 % (75 ) (0.2 )% 35 — % Income tax expense $ 3,386 12.3 % $ 8,862 28.8 % $ 151,409 94.5 % Our effective income tax rates for fiscal 2019 , 2018 and 2017 were 12.3% , 28.8% and 94.5% , respectively. The decrease in our effective income tax rate from fiscal 2018 to fiscal 2019 was primarily due higher tax credits, an increase in windfall benefits from equity-based compensation and a decrease in valuation allowance, partially offset by an increase in our ownership of SSE Holdings, which increases our share of taxable income of SSE Holdings. The decrease in our effective income tax rate from fiscal 2017 to fiscal 2018 was primarily due to the remeasurement of deferred tax assets resulting from the enactment of the Tax Cuts and Jobs Act of 2017 (the "TCJA") in fiscal 2017. In December 2017, the TCJA was enacted into law and provided for significant changes to the U.S. Internal Revenue Code of 1986, as amended, including the reduction of the U.S. federal corporate income tax rate from 35% to 21%, among other provisions. We calculated our best estimate of the impact of the TCJA based on current interpretations and understanding of the TCJA and recognized an additional $138,636 of income tax expense in fiscal 2017, in accordance with Staff Accounting Bulletin No. 118 ("SAB 118"), relating to the remeasurement of our deferred tax assets. During fiscal 2018 the Company finalized its calculations related to the impacts of the TCJA with no adjustment to the Company’s previously recorded provisional tax expense. Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities are as follows: December 25 December 26 Deferred tax assets: Investment in partnership $ 179,363 $ 168,451 Tax Receivable Agreement 65,679 57,203 Deferred rent — 1,109 Operating lease liability 4,768 — Financing lease liability 78 — Deferred revenue 199 184 Stock-based compensation 347 375 Net operating loss carryforwards 26,058 18,046 Tax credits 8,419 5,194 Other assets 398 331 Total gross deferred tax assets 285,309 250,893 Valuation allowance (954 ) (6,925 ) Total deferred tax assets, net of valuation allowance 284,355 243,968 Deferred tax liabilities: Property and equipment (585 ) (1,435 ) Operating lease right-of-use asset (3,876 ) — Financing lease right-of-use asset (77 ) — Total gross deferred tax liabilities (4,538 ) (1,435 ) Net deferred tax assets $ 279,817 $ 242,533 As of December 25, 2019 , our federal and state net operating loss carryforwards for income tax purposes were $104,821 and $67,371 . If not utilized, $52,954 of our federal net operating losses can be carried forward indefinitely, and the remainder will begin to expire in 2035. If not utilized $6,157 of our state net operating loss carryforwards can be carried forward indefinitely, and the remainder will begin to expire in 2023. As described in Note 12, we acquired an aggregate of 4,896,469 LLC Interests during fiscal 2019 through redemptions of LLC Interests, the GT Merger and activity under stock-based compensation plans. We recognized a deferred tax asset in the amount of $27,195 associated with the basis difference in our investment in SSE Holdings upon acquiring these LLC Interests. As of December 25, 2019 , the total deferred tax asset related to the basis difference in our investment in SSE Holdings was $179,363 . These were partially offset by reductions in basis due to the utilization of $14,101 of amortization. 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 gain. During fiscal 2019 , we also recognized $8,999 of deferred tax assets, and other income of $808 , related to additional tax basis changes 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 December 25, 2019 , we concluded, based on the weight of all available positive and negative evidence, that all of our deferred tax assets are more likely than not to be realized, except for certain tax credits we no longer expect to utilize before expiration . As such, a valuation allowance in the amount of $954 was recognized. The net change in valuation allowance for fiscal 2019 was a decrease of $5,971 . Uncertain Tax Positions There were no reserves for uncertain tax positions as of December 25, 2019 and December 26, 2018 . Shake Shack Inc. was formed in September 2014 and did not engage in any operations prior to the IPO and 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 2014 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 non-controlling interest holders and other qualifying transactions. We plan to make an election under Section 754 of 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 by the non-controlling interest holders 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 the then-existing non-controlling interest holders (the "Tax Receivable Agreement") that provides for the payment by us to the non-controlling interest holders 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 non-controlling interest holder under the Tax Receivable Agreement are assignable to transferees of its LLC Interests. During fiscal 2019 , we acquired an aggregate of 1,721,887 LLC Interests in connection with the redemption of LLC Interests that 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 $32,065 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 fiscal 2019 payments of $707 , inclusive of interest, were made to the members of SSE Holdings pursuant to the Tax Receivable Agreement. No payments were made to members of SSE Holdings pursuant to the Tax Receivable Agreement during fiscal 2018 . As of December 25, 2019 , the total amount of TRA Payments due under the Tax Receivable Agreement was $234,426 , of which $7,777 was included in other current liabilities on the Consolidated Balance Sheet. See Note 18 for more information relating to our liabilities under the Tax Receivable Agreement. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 25, 2019 | |
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 attributable 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 attributable 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 fiscal 2019 , 2018 and 2017 . 2019 2018 2017 Numerator: Net income $ 24,128 $ 21,948 $ 8,884 Less: net income attributable to non-controlling interests 4,301 6,769 9,204 Net income (loss) attributable to Shake Shack Inc. $ 19,827 $ 15,179 $ (320 ) Denominator: Weighted-average shares of Class A common stock outstanding—basic 31,381 28,299 25,876 Effect of dilutive securities: Stock options 743 798 — Performance stock units 70 63 — Restricted stock units 57 19 — Weighted-average shares of Class A common stock outstanding—diluted 32,251 29,179 25,876 Earnings (loss) per share of Class A common stock—basic $ 0.63 $ 0.54 $ (0.01 ) Earnings (loss) per share of Class A common stock—diluted $ 0.61 $ 0.52 $ (0.01 ) 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. The following table presents potentially dilutive securities excluded from the computations of diluted earnings per share of Class A common stock for fiscal 2019 , 2018 and 2017 . 2019 2018 2017 Stock options 946 (1) — 1,719,341 (2) Performance stock units 51,197 (3) 21,560 (3) 124,842 (2) Restricted stock units — — 44,476 (2) Shares of Class B common stock 3,145,197 (4) 7,557,347 (4) 10,250,007 (4) (1) Weighted-average number of securities excluded from the computation of diluted earnings per share of Class A common stock because the exercise price of the stock options exceeded the average market price of our Class A common stock during the period ("out-of-the-money"). (2) Represents number of instruments outstanding at the end of the period that were excluded from the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive. (3) Weighted-average number of securities excluded from the computation of diluted earnings per share of Class A common stock because the performance conditions were not met for a portion of the fiscal year. (4) Shares of our Class B common stock are considered potentially dilutive shares of Class A common stock. Amounts have been excluded from the computations of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive under the if-converted and two-class methods. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 25, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information for fiscal 2019 , 2018 and 2017 : 2019 2018 2017 Cash paid for: Income taxes, net of refunds $ 3,044 $ 3,272 $ 2,261 Interest, net of amounts capitalized 255 2,261 1,106 Non-cash investing activities: Accrued purchases of property and equipment 12,620 17,443 7,526 Capitalized landlord assets for leases where we are deemed the accounting owner — 5,443 10,125 Capitalized equity-based compensation 101 107 109 Non-cash financing activities: Class A common stock issued in connection with the redemption of LLC Interests 2 2 1 Class A common stock issued in connection with the GTC Merger 3 — — Cancellation of Class B common stock in connection with the redemption of LLC Interests (2 ) (2 ) (1 ) Cancellation of Class B common stock in connection with the GTC Merger (3 ) — — Establishment of liabilities under tax receivable agreement 32,065 44,338 18,973 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 25, 2019 | |
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 2036 . Under certain of these leases, we are liable for contingent rent based on a percentage of sales in excess of specified thresholds and are responsible for our proportionate share of real estate taxes, common area maintenance charges and utilities. See Note 10 , Leases. As security under the terms of one of our leases, we are obligated under a letter of credit totaling $130 as of December 25, 2019 , which expires on February 28, 2026 . Additionally, in September 2017, we entered into a letter of credit in conjunction with our new Home Office lease in the amount of $603 , which expires in August 2020 and renews automatically for one-year periods through January 31, 2034 . 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 February 2018, a claim was filed against Shake Shack in California state court alleging certain violations of the California Labor Code. At a mediation between the parties, we agreed to settle the matter with the plaintiff and all other California employees who elected to participate in the settlement for $1,200 . As of December 25, 2019 , an accrual in the amount of $1,200 was recorded for this matter and related expenses. We are subject to various legal proceedings, claims and liabilities, such as employment-related claims and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance. As of December 25, 2019 , the amount of the ultimate liability with respect to these matters was not material. Liabilities under Tax Receivable Agreement As described in Note 15, we are a party to the Tax Receivable Agreement under which we are contractually committed to pay the non-controlling interest holders 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 the transaction that gave rise to the payment 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. As of December 25, 2019 , we recognized $234,426 of liabilities 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. 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 generated by all transactions that occurred in fiscal 2019 . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 25, 2019 | |
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 agreed to provide, at our election, certain management services to SSE Holdings. The initial term of the Amended and Restated Management Services Agreement is through December 31, 2019, and SSE Holdings notified USHG of its intention not to renew the term thereafter. 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. In February 2019, the agreement was assigned to Hudson Yards Catering ("HYC"), the parent of HYSE. The agreement expires in January 2027 and includes five consecutive five -year renewal options at HYC's option. As consideration for these rights, HYC pays us a license fee based on a percentage of net food sales, as defined in the MLA. HYC also pays us a percentage of profits on sales of branded beverages, as defined in the MLA. Classification 2019 2018 2017 Amounts received from HYC Licensing revenue $ 571 $ 420 $ 452 Classification December 25 December 26 Amounts due from HYC Accounts Receivable Prepaid expenses and other current assets $ 47 $ 37 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. Classification 2019 2018 2017 Amounts paid to MSP Conservancy Occupancy and related expenses $ 964 $ 877 $ 907 Classification December 25 December 26 Amounts due to MSP Conservancy Accrued expenses $ 53 $ 70 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 to raise money and awareness for childhood hunger. During the Great American Shake Sale, we encourage guests to donate money to Share Our Strength's No Kid Hungry campaign in exchange for a coupon for a free shake. All of the guest donations we collect are remitted directly to Share Our Strength. Classification 2019 2018 2017 Amounts raised through donations — $ 190 $ 343 $ 633 Costs incurred for free shakes redeemed General and administrative expenses $ 30 $ 53 $ 148 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. No amounts were due to Olo as of December 25, 2019 and December 26, 2018 , respectively. Classification 2019 2018 2017 Amounts paid to Olo Other operating expenses $ 170 $ 111 $ 80 Square, Inc. Our Chief Executive Officer is a member of the Board of Directors of Square, Inc. ("Square"). We currently use certain point-of-sale applications, payment processing services, hardware and other enterprise platform services in connection with the processing of a limited amount of sales at certain of our locations, sales for certain off-site events and in connection with our kiosk technology. Additionally, we partnered with Caviar, Square’s food ordering delivery service, to allow guests to order Shake Shack in select markets as well as participated in Square’s new Boost offers, providing assets and permission for Square to run select offers to their cash card users. No amounts were due to Square as of December 25, 2019 and December 26, 2018 , respectively. Classification 2019 2018 2017 Amounts paid to Square Other operating expenses $ 1,692 $ 445 $ 33 Tax Receivable Agreement In connection with our IPO, we entered into a Tax Receivable Agreement with certain non-controlling interest holders that provides for the payment by us to the non-controlling holders of 85% of the amount of any tax benefits that Shake Shack actually realizes or in some cases is deemed to realize as a result of (i) increases in the tax basis of the net assets of SSE Holdings resulting from any redemptions or exchanges of LLC Interests and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. See Note 15 for further information. Classification 2019 2018 2017 Amounts paid to members (inclusive of interest) Other current liabilities $ 707 $ — $ 4,910 Classification December 25 December 26 Amounts due under the Tax Receivable Agreement Other current liabilities Liabilities under tax receivable agreement, net of current portion $ 234,426 $ 203,725 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. No tax distributions were payable to non-controlling interest holders as of December 25, 2019 and December 26, 2018 . Classification 2019 2018 2017 Amounts paid to non-controlling interest holders Non-controlling interests $ 1,708 $ 751 $ 2,379 Gramercy Tavern Corp. Merger Pursuant to a Stockholders Agreement, dated as of February 4, 2015, as amended, by and among Daniel H. Meyer, the Daniel H. Meyer 2012 Gift Trust dtd 10/31/12 (the "Gift Trust"), other affiliates (collectively, the "Meyer Stockholders") and other parties thereto, the Meyer Stockholders had the right to cause all of the shares of Gramercy Tavern Corp. ("GTC") to be exchanged for shares of our Class A common stock pursuant to a tax-free reorganization. In August 2019, the Meyer Stockholders exercised their right with respect to GTC (the "GTC Merger"). To effect the GTC Merger, a newly-formed wholly-owned subsidiary of Shake Shack Inc. merged with and into GTC, with GTC as the surviving entity, which was then merged with and into Shake Shack Inc. The stockholders of GTC received on a one-for-one basis shares of Class A common stock based upon the amount of shares of GTC held by the stockholders; all of the shares of Class B common stock held by GTC were canceled; and all of the LLC Interests held by GTC were transferred to us. See Note 12 for more information. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 25, 2019 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | GEOGRAPHIC INFORMATION Revenue by geographic area for fiscal 2019 , 2018 and 2017 is as follows: 2019 2018 2017 United States $ 578,702 $ 447,575 $ 348,575 Other countries 15,817 11,735 10,235 Total revenue $ 594,519 $ 459,310 $ 358,810 Revenues are shown based on the geographic location of our customers and licensees. All of our long-lived assets are located in the United States. |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 25, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following table sets forth certain unaudited financial information for each quarter of fiscal 2019 and 2018 . The unaudited quarterly information includes all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary for the fair presentation of the information presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. 2019 First Second Third Fourth Quarter Quarter Quarter Quarter Total revenue $ 132,609 $ 152,713 $ 157,762 $ 151,435 Operating income 5,162 11,871 8,164 488 Net income (loss) 3,607 11,171 11,423 (2,073 ) Net income (loss) attributable to Shake Shack Inc. 2,546 9,030 10,344 (2,093 ) Earnings (loss) per share (1) : Basic $ 0.09 $ 0.30 $ 0.32 $ (0.06 ) Diluted $ 0.08 $ 0.29 $ 0.31 $ (0.06 ) 2018 First Second Third Fourth Quarter Quarter Quarter Quarter Total revenue $ 99,116 $ 116,282 $ 119,647 $ 124,265 Operating income 6,514 13,018 9,343 2,836 Net income (loss) 4,979 10,571 6,946 (548 ) Net income (loss) attributable to Shake Shack Inc. 3,508 7,604 5,025 (958 ) Earnings (loss) per share (1) : Basic $ 0.13 $ 0.27 $ 0.17 $ (0.03 ) Diluted $ 0.13 $ 0.26 $ 0.17 $ (0.03 ) (1) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted earnings per share amounts may not equal annual basic and diluted earnings per share amounts. |
SCHEDULE I_ CONDENSED FINANCIAL
SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT | 12 Months Ended |
Dec. 25, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
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 25 December 26 ASSETS Current assets: Cash $ 9,223 $ 5,686 Accounts receivable 1 — Prepaid expenses 206 135 Total current assets 9,430 5,821 Due from SSE Holdings 7,124 — Deferred income taxes, net 279,012 242,353 Investment in subsidiaries 247,372 185,331 TOTAL ASSETS $ 542,938 $ 433,505 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 1 — Accrued expenses 44 171 Due to SSE Holdings 9,652 3,534 Current portion of liabilities under tax receivable agreement 7,777 5,804 Total current liabilities 17,474 9,509 Liabilities under tax receivable agreement, net of current portion 226,649 197,921 Total liabilities 244,123 207,430 Commitments and contingencies Stockholders' equity: Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. — — Class A common stock, $0.001 par value—200,000,000 shares authorized; 34,417,302 and 29,520,833 shares issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. 35 30 Class B common stock, $0.001 par value—35,000,000 shares authorized; 3,145,197 and 7,557,347 shares issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. 3 8 Additional paid-in capital 244,410 195,633 Retained earnings 54,367 30,404 Total stockholders' equity 298,815 226,075 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 542,938 $ 433,505 See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF INCOME (LOSS) (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 25 December 26 December 27 Intercompany revenue $ 2,018 $ 2,055 $ 1,466 TOTAL REVENUE 2,018 2,055 1,466 General and administrative expenses 1,683 1,933 1,692 TOTAL EXPENSES 1,683 1,933 1,692 OPERATING INCOME (LOSS) 335 122 (226 ) Equity in net income of subsidiaries 19,831 21,537 22,090 Other income 808 78 127,221 Interest expense (150 ) (14 ) (50 ) INCOME BEFORE INCOME TAXES 20,824 21,723 149,035 Income tax expense 997 6,544 149,355 NET INCOME (LOSS) $ 19,827 $ 15,179 $ (320 ) See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 25 December 26 December 27 Net income (loss) $ 19,827 $ 15,179 $ (320 ) Other comprehensive income (loss), net of tax (1) : Available-for-sale securities: Change in net unrealized holding losses — (3 ) (67 ) Less: reclassification adjustments for net realized losses included in net income — 13 33 Net change — 10 (34 ) OTHER COMPREHENSIVE INCOME (LOSS) — 10 (34 ) COMPREHENSIVE INCOME (LOSS) $ 19,827 $ 15,189 $ (354 ) (1) Net of tax benefit of $0 for fiscal years ended December 25, 2019 , December 26, 2018 and December 27, 2017 . See accompanying Notes to Condensed Financial Statements. SHAKE SHACK INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands) Fiscal Year Ended December 25 December 26 December 27 OPERATING ACTIVITIES Net income (loss) $ 19,827 $ 15,179 $ (320 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in net income of subsidiaries (19,831 ) (21,537 ) (22,090 ) Equity-based compensation 279 252 234 Deferred income taxes (5,317 ) 777 146,095 Non-cash interest expense 151 — — Other non-cash income (808 ) (78 ) (127,221 ) Changes in operating assets and liabilities: Accounts receivable (1 ) — 2 Prepaid expenses and other current assets (71 ) — 5 Due to/from SSE Holdings (5,190 ) (7,103 ) (5,339 ) Accounts payable 1 — — Accrued expenses 6,003 5,669 21 Other current liabilities — 14 (17 ) Income taxes payable — — 2,990 NET CASH USED IN OPERATING ACTIVITIES (4,957 ) (6,827 ) (5,640 ) INVESTING ACTIVITIES Purchases of LLC Interests from SSE Holdings (29,481 ) (11,142 ) (5,522 ) Return of investment in SSE Holdings — 2,053 4,101 NET CASH USED IN INVESTING ACTIVITIES (29,481 ) (9,089 ) (1,421 ) FINANCING ACTIVITIES Proceeds from issuance of Class A common stock to SSE Holdings upon settlement of equity awards 29,481 11,142 5,522 Proceeds from stock option exercises 9,201 5,472 7,586 Payments under tax receivable agreement (707 ) — (4,844 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 37,975 16,614 8,264 INCREASE IN CASH 3,537 698 1,203 CASH AT BEGINNING OF PERIOD 5,686 4,988 3,785 CASH AT END OF PERIOD $ 9,223 $ 5,686 $ 4,988 See accompanying Notes to Condensed Financial Statements. NOTE 1: ORGANIZATION Sha ke Shack Inc. (the "Parent Company") was formed on September 23, 2014 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of its equity interest in SSE Holdings, LLC ("SSE Holdings") and certain deferred tax assets. The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from SSE Holdings. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in SSE Holdings' revolving credit agreement. See Note 9 to the consolidated financial statements. NOTE 2: BASIS OF PRESENTATION These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Shake Shack Inc. and the accompanying notes thereto, included in this Annual Report on Form 10-K. For purposes of these condensed financial statements, the Parent Company's interest in SSE Holdings is recorded based upon its proportionate share of SSE Holdings' net assets (similar to presenting them on the equity method). The Parent Company is the sole managing member of SSE Holdings, and pursuant to the Third Amended and Restated LLC Agreement of SSE Holdings (the “SSE Holdings LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company and maintaining its existence. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized. Certain intercompany balances presented in these condensed parent company financial statements are eliminated in the consolidated financial statements. As of December 25, 2019 , $9,652 of intercompany payables were eliminated in consolidation and $3,534 of intercompany payables were eliminated in consolidation as of December 26, 2018 . For fiscal 2019 , $2,018 and $19,831 of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation. For fiscal 2018 , $2,055 and $21,537 of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation. Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $234,426 and $203,725 as of December 25, 2019 and December 26, 2018 , respectively. NOTE 3: COMMITMENTS AND CONTINGENCIES On February 4, 2015, the Parent Company entered into a tax receivable agreement with the non-controlling interest holders that provides for payments to the non-controlling interest holders of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. S ee Note 15 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 18 to the consolidated financial statements, a mounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Shake Shack Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 25, 2019 and December 26, 2018 , liabilities under the tax receivable agreement totaled $234,426 and $203,725 , respectively. NOTE 4: SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information for fiscal 2019 , 2018 and 2017 : 2019 2018 2017 Cash paid for: Income taxes $ 233 $ 185 $ 253 Interest — — 2 Non-cash investing activities: Accrued contribution related to stock option exercises 9,227 5,472 7,586 Class A common stock issued in connection with the acquisition of LLC Interests upon redemption by the non-controlling interest holders 11,934 15,202 4,415 Class A common stock issued in connection with the GTC merger 19,218 — — Non-cash contribution made in connection with equity awards granted to employees of SSE Holdings 4,402 5,999 5,497 Non-cash financing activities: Cancellation of Class B common stock in connection with the redemption of LLC Interests (2 ) (2 ) (1 ) Cancellation of Class B common stock in connection with the GTC merger (3 ) — — Establishment of liabilities under tax receivable agreement 32,065 44,338 18,973 |
SCHEDULE II_ VALUATION AND QUAL
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 25, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS | Schedule II: Valuation and Qualifying Accounts Balance at beginning of period Additions Reductions Balance at end of period (in thousands) Charged to costs and expenses Charged to other accounts Deferred tax asset valuation allowance: Fiscal year ended December 31, 2014 $ — $ — $ — $ — $ — Fiscal year ended December 30, 2015 $ — $ — $ 39,700 (1) $ (16,545 ) $ 23,155 Fiscal year ended December 28, 2016 $ 23,155 $ 90 $ 1,965 (1) $ (9,642 ) $ 15,568 Fiscal year ended December 27, 2017 $ 15,568 $ — $ 3,455 (1) $ (8,909 ) (2) $ 10,114 Fiscal year ended December 26, 2018 $ 10,114 $ 782 $ — $ (3,971 ) $ 6,925 Fiscal year ended December 25, 2019 $ 6,925 $ (4,654 ) $ — $ (1,317 ) $ 954 (1) Amount relates to a valuation allowance established on deferred tax assets related to our investment in SSE Holdings. (2) Amount includes a $4,780 remeasurement adjustment related to the enactment of the TCJA, which was recognized through earnings. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 25, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include our accounts and the accounts of our subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. SSE Holdings is considered a variable interest entity. 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 will continue to 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 December 25, 2019 and December 26, 2018 , the net assets of SSE Holdings were $270,542 and $232,711 , respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreements. See Note 9 for more information. |
Fiscal Year | Fiscal Year We operate on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal years 2019 , 2018 and 2017 each contained 52 weeks and ended on December 25, 2019 , December 26, 2018 and December 27, 2017 , respectively. Unless otherwise stated, references to years in this report relate to fiscal years. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management 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. |
Segment Reporting | Segment Reporting We own and operate Shacks in the United States. We also have domestic and international licensed operations. Our chief operating decision makers (the "CODMs") are our Chief Executive Officer and our President and Chief Financial Officer. As the CODMs review financial performance and allocate resources at a consolidated level on a recurring basis, we have one operating segment and one reportable segment. |
Fair Value Measurements | Fair Value Measurements We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, we assume the highest and best use of the asset by market participants in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. Assets and liabilities are classified using a fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: ▪ Level 1 - Quoted prices in active markets for identical assets or liabilities ▪ Level 2 - Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities ▪ Level 3 - Inputs that are both unobservable and significant to the overall fair value measurements reflecting an entity's estimates of assumptions that market participants would use in pricing the asset or liability |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash on hand, deposits with banks, and short-term, highly liquid investments that have original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash equivalents consist primarily of money market funds. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of receivables from our licensees for licensing revenue and related reimbursements, credit card receivables and vendor rebates. We evaluate the collectibility of our accounts receivable based on a variety of factors, including historical experience, current economic conditions and other factors. |
Inventories | Inventories Inventories, which consist of food, beer, wine, other beverages and retail merchandise, are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis. No adjustment is deemed necessary to reduce inventory to net realizable value due to the rapid turnover and high utilization of inventory. |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Property and equipment is depreciated based on the straight-line method over the estimated useful lives of the assets, generally ranging from two to seven years for equipment, furniture and fixtures, and computer equipment and software. Costs incurred when constructing Shacks are capitalized. The cost of repairs and maintenance are expensed when incurred. Costs for refurbishments and improvements that significantly increase the productive capacity or extend the useful life of the asset are capitalized. When assets are disposed of, the resulting gain or loss is recognized on the Consolidated Statements of Income (Loss). We assess potential impairments to our long-lived assets, which includes property and equipment and operating lease assets, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by a comparison of the carrying amount of an asset group to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs incurred in connection with the issuance of long-term debt and establishing credit facilities are capitalized and amortized to interest expense based on the related debt agreements. Deferred financing costs are included in other assets on the Consolidated Balance Sheets. |
Other Assets | Other Assets Other assets consist primarily of capitalized implementation costs from cloud computing arrangements, long-term marketable securities, security deposits, transferable liquor licenses and certain custom furniture pre-ordered for future Shacks and yet to be placed in service. The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets. Annual liquor license renewal fees are expensed over the renewal term. As of December 25, 2019 and December 26, 2018 , indefinite-lived intangible assets relating to transferable liquor licenses totaled $1,437 and $1,159 , respectively. We evaluate our indefinite-lived intangible assets for impairment annually during our fiscal fourth quarter, and whenever events or changes in circumstances indicate that an impairment may exist. When evaluating intangible assets for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that an intangible asset group is impaired. If we do not perform the qualitative assessment, or if we determine that it is not more likely than not that the fair value of the intangible asset group exceeds its carrying amount, we calculate the estimated fair value of the intangible asset group. If the carrying amount of the intangible asset group exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. In addition, we continuously monitor and may revise our intangible asset useful lives if and when facts and circumstances change. |
Equity-based Compensation | Equity-based Compensation Equity-based compensation expense is measured based on fair value. For awards with graded-vesting features and service conditions only, compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award. For awards with graded-vesting features and a combination of service and performance conditions, compensation expense is recognized using a graded-vesting attribution method over the vesting period based on the most probable outcome of the performance conditions. Forfeitures are recognized as they occur for all equity awards. Equity-based compensation expense is included within general and administrative expenses and labor and related expenses on the Consolidated Statements of Income (Loss) . |
Leases | Leases On December 27, 2018 we adopted ASU 2016-02, Leases (Topic 842) , using a modified retrospective approach. Refer to Note 10 Leases for further details. We currently 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 2036. Upon the possession of a leased asset, we determine its classification as an operating or financing lease. All of our real estate leases are classified as operating leases and most of our equipment leases are classified as finance leases. Generally, our real estate leases have initial terms ranging from 10 to 15 years and typically include two five -year renewal options. Renewal options are typically not included in the lease term as it is not reasonably certain at commencement date that we would exercise the options to extend the lease. Our real estate leases typically provide for fixed minimum rent payments and/or contingent rent payments based upon sales in excess of specified thresholds. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. Fixed minimum rent payments are recognized on a straight-line basis over the lease term starting on the date we take possession of the leased property. Lease expense incurred before a Shack opens is recorded in pre-opening costs. Once a Shack opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy and related expenses on the Consolidated Statements of Income. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy and related expenses on the Consolidated Statements of Income (Loss) . We measure the lease liability by discounting the future fixed contractual payments included in the lease agreement, using our incremental borrowing rate (“IBR”). There are no explicit rates provided in our leases. The IBR is derived from the average of the yield curves obtained from using the notching method and the recovery rate method. The most significant assumption in calculating the incremental borrowing rate is our credit rating. We determined our credit rating based on a comparison of the financial information of SSE Holdings to other public companies and then used their respective credit ratings to develop our own. We expend cash for leasehold improvements to build out and equip our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of up-front cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, landlord incentives are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset. |
Revenue Recognition | Revenue Recognition Revenue consists of Shack sales and licensing revenue. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. Revenue from Shack sales is presented net of discounts and recognized when food, beverage and retail products are sold. Sales tax collected from customers is excluded from Shack sales and the obligation is included in sales tax payable until the taxes are remitted to the appropriate taxing authorities. Revenue from our gift cards is deferred and recognized upon redemption. Licensing revenues include initial territory fees, Shack opening fees, and ongoing sales-based royalty fees from licensed Shacks. |
Income Taxes | Income Taxes We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. |
Pre-Opening Costs | Pre-Opening Costs Pre-opening costs are expensed as incurred and consist primarily of legal fees, marketing expenses, occupancy, manager and employee wages, travel and related training costs incurred prior to the opening of a Shack. |
Advertising | Advertising |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements We adopted the Accounting Standards Updates (“ASUs”) summarized below in fiscal 2019. Accounting Standards Update (“ASU”) Description Date Adopted Leases (ASU's 2016-02, 2018-01, 2018-10, 2018-11) 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. We adopted this standard using a modified retrospective approach as of the adoption date, to those lease contracts for which the Company had taken possession of on or prior to December 26, 2018. See Note 10 Leases for more information. December 27, 2018 Recently Issued Accounting Pronouncements Accounting Standards Update (“ASU”) Description Expected Impact Effective Date Simplifying the Accounting for Income Taxes (ASU 2019-12) This standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance in certain areas, including the recognition of franchise taxes, recognition of deferred taxes for tax goodwill, allocation of taxes to members of a consolidated group, computation of annual effective tax rates related to enacted changes in tax laws, and minor improvements related to emloyee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. We are currently evaluating the impact of ASU 2019-12 on our consolidated financial statements and related disclosures. December 31, 2020 Early adoption is permitted. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Revenue recognized during fiscal 2019 and 2018 (under ASC 606) and 2017 (under ASC 605) disaggregated by type is as follows: 2019 2018 2017 Shack sales $ 574,625 $ 445,589 $ 346,388 Licensing revenue: Sales-based royalties 19,318 13,422 11,633 Initial territory and opening fees 576 299 789 Total revenue $ 594,519 $ 459,310 $ 358,810 |
Contract with Customer, Asset and Liability | Revenue recognized during fiscal 2019 and 2018 that was included in their respective liability balances at the beginning of the period is as follows: 2019 2018 Gift card liability $ 524 $ 506 Deferred revenue 536 523 Opening and closing balances of contract liabilities and receivables from contracts with customers is as follows: December 25 December 27 Shack sales receivables $ 4,265 $ 2,550 Licensing receivables 4,510 2,616 Gift card liability 2,258 1,796 Deferred revenue, current 511 307 Deferred revenue, long-term 11,310 10,026 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
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 December 25, 2019 and December 26, 2018 : December 25, 2019 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 32,094 $ — $ — $ 32,094 $ 32,094 $ — Level 1: Money market funds 5,005 — — 5,005 5,005 — Mutual funds 36,436 72 36,508 — 36,508 Total $ 73,535 $ 72 $ — $ 73,607 $ 37,099 $ 36,508 December 26, 2018 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 19,746 $ — $ — $ 19,746 $ 19,746 $ — Level 1: Money market funds 5,004 — — 5,004 5,004 — Mutual funds 62,235 — (122 ) 62,113 — 62,113 Total $ 86,985 $ — $ (122 ) $ 86,863 $ 24,750 $ 62,113 |
Schedule of Gain (Loss) on Investments | A summary of other income from equity securities recognized during fiscal 2019 , 2018 and 2017 is as follows: 2019 2018 2017 Equity securities: Dividend income $ 1,244 $ 1,392 $ 830 Interest income — 9 77 Realized gain (loss) on sale of investments 22 (3 ) (5 ) Unrealized gain (loss) on available-for-sale equity securities 194 (61 ) — Total other income, net $ 1,460 $ 1,337 $ 902 |
Schedule of Realized Gain (Loss) | A summary of equity securities sold and gross realized gains and losses recognized during fiscal 2019 , 2018 and 2017 is as follows: 2019 2018 2017 Equity securities: Gross proceeds from sales and redemptions $ 27,000 $ 2,144 $ 2,223 Cost basis of sales and redemptions 26,978 2,160 2,271 Gross realized gains included in net income 36 2 1 Gross realized losses included in net income (14 ) (18 ) (49 ) Amounts reclassified out of accumulated other comprehensive loss — 16 47 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The components of accounts receivable as of December 25, 2019 and December 26, 2018 are as follows: December 25 December 26 Landlord receivables $ — $ 4,494 Licensing receivables 4,510 2,579 Credit card receivables 3,417 2,446 Other receivables 2,043 1,004 Accounts receivable $ 9,970 $ 10,523 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following: December 25 December 26 Food $ 1,738 $ 1,291 Wine 107 83 Beer 114 95 Beverages 233 203 Retail merchandise 29 77 Inventories $ 2,221 $ 1,749 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: December 25 December 26 Leasehold improvements $ 302,204 $ 228,453 Landlord funded assets — 15,595 Equipment 54,404 40,716 Furniture and fixtures 18,082 14,055 Computer equipment and software 24,226 19,008 Financing equipment lease assets 7,442 — Construction in progress (1) 30,290 29,474 Property and equipment, gross 436,648 347,301 Less: accumulated depreciation (121,786 ) (85,447 ) Property and equipment, net $ 314,862 $ 261,854 |
SUPPLEMENTAL BALANCE SHEET IN_2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Supplemental Balance Sheet Disclosures [Abstract] | |
Components of Other Current Liabilities | The components of other current liabilities as of December 25, 2019 and December 26, 2018 are as follows: December 25 December 26 Sales tax payable $ 4,086 $ 3,143 Current portion of liabilities under tax receivable agreement 7,777 5,804 Gift card liability 2,258 1,796 Current portion of financing equipment lease liabilities 1,873 — Other 3,505 3,287 Other current liabilities $ 19,499 $ 14,030 The components of other long-term liabilities as of December 25, 2019 and December 26, 2018 are as follows: December 25 December 26 Deferred licensing revenue $ 11,310 $ 10,026 Long-term portion of financing equipment lease liabilities 3,643 — Other 375 472 Other long-term liabilities $ 15,328 $ 10,498 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Leases [Abstract] | |
New Accounting Pronouncements | Upon transition, on December 27, 2018, we recorded the following increases (decreases) to the respective line items on the Consolidated Balance Sheet: Adjustment as of December 27, 2018 Prepaid expenses and other current assets $ 6 Property and equipment, net (11,448 ) Operating lease assets 229,885 Deferred income taxes, net (121 ) Deemed landlord financing (20,846 ) Deferred rent (47,862 ) Long-term operating lease liabilities 277,224 Other long-term liabilities 4,611 Retained earnings 4,136 Non-controlling interests 1,059 |
Lease Cost | A summary of finance and operating lease right-of-use assets and liabilities as of December 25, 2019 is as follows: Classification December 25, 2019 Finance leases Property and equipment, net $ 5,444 Operating leases Operating lease assets 274,426 Total right-of-use assets $ 279,870 Finance leases: Other current liabilities 1,873 Other long-term liabilities 3,643 Operating leases: Operating lease liabilities, current 30,002 Long-term operating lease liabilities 304,914 Total lease liabilities $ 340,432 The components of lease cost for the fiscal year ended December 25, 2019 were as follows: Classification December 25 Finance lease cost: Amortization of right-of-use assets Depreciation expense $ 1,998 Interest on lease liabilities Interest expense 193 Operating lease cost Occupancy and related expenses General and administrative expenses Pre-opening costs 40,068 Short-term lease cost Occupancy and related expenses 394 Variable lease cost Occupancy and related expenses General and administrative expenses Pre-opening costs 16,060 Total lease cost $ 58,713 A summary of lease terms and discount rates for finance and operating leases as of December 25, 2019 is as follows: December 25 Weighted-average remaining lease term (years): Finance leases 5.1 Operating leases 10.1 Weighted-average discount rate: Finance leases 3.7 % Operating leases 5.4 % Supplemental cash flow information related to leases as of December 25, 2019 is as follows: December 25 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 193 Operating cash flows from operating leases 37,468 Financing cash flows from finance leases 1,926 Right-of-use assets obtained in exchange for lease obligations: Finance leases 2,831 Operating leases 65,556 |
Operating Lease, Liability, Maturity | As of December 25, 2019 , future minimum lease payments for finance and operating leases consisted of the following: Finance Leases Operating Leases 2020 $ 2,051 $ 50,649 2021 1,445 46,521 2022 989 47,285 2023 743 47,379 2024 472 45,979 Thereafter 255 223,507 Total minimum payments 5,955 461,320 Less: imputed interest 439 126,404 Total lease liabilities $ 5,516 $ 334,916 |
Finance Lease, Liability, Maturity | As of December 25, 2019 , future minimum lease payments for finance and operating leases consisted of the following: Finance Leases Operating Leases 2020 $ 2,051 $ 50,649 2021 1,445 46,521 2022 989 47,285 2023 743 47,379 2024 472 45,979 Thereafter 255 223,507 Total minimum payments 5,955 461,320 Less: imputed interest 439 126,404 Total lease liabilities $ 5,516 $ 334,916 |
STOCKHOLDER'S EQUITY (Tables)
STOCKHOLDER'S EQUITY (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Equity [Abstract] | |
Redemption of LLC Interests | The following table summarizes redemptions of LLC Interests activity during fiscal 2019 , 2018 and 2017 . 2019 2018 2017 Redemption and acquisition of LLC Interests Number of LLC Interests redeemed by non-controlling interest holders 1,721,887 2,692,660 1,003,585 Number of LLC Interests acquired in connection with the Gramercy Tavern Merger 2,690,263 — — Number of LLC Interests received by Shake Shack Inc. 4,412,150 2,692,660 1,003,585 Issuance of Class A common stock Shares of Class A common stock issued in connection with redemptions of LLC Interests 1,721,887 2,692,660 1,003,585 Shares of Class A common stock issued in connection with the Gramercy Tavern Merger 2,690,263 — — Cancellation of Class B common stock Shares of Class B common stock surrendered and canceled 1,721,887 2,692,660 1,003,585 Shares of Class B common stock surrendered and canceled in connection with the Gramercy Tavern Merger 2,690,263 — — |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership Interest in SSE Holdings | The following table summarizes the ownership interest in SSE Holdings as of December 25, 2019 and December 26, 2018 : 2019 2018 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests held by Shake Shack Inc. 34,417,302 91.6 % 29,520,833 79.6 % Number of LLC Interests held by non-controlling interest holders 3,145,197 8.4 % 7,557,347 20.4 % Total LLC Interests outstanding 37,562,499 100.0 % 37,078,180 100.0 % |
Schedule of Non-Controlling Interest | The following table summarizes the effects of changes in ownership in SSE Holdings on our equity during fiscal 2019 , 2018 and 2017 . 2019 2018 2017 Net income (loss) attributable to Shake Shack Inc. $ 19,827 $ 15,179 $ (320 ) Other comprehensive income (loss): Unrealized holding gains (losses) on available-for-sale securities — 10 (34 ) Unrealized gain on foreign currency translation adjustment 2 — — Transfers (to) from non-controlling interests: Increase in additional paid-in capital as a result of the redemption of LLC Interests 11,934 15,202 4,415 Increase in additional paid-in-capital as a result of the GTC Merger 19,218 — — Increase in additional paid-in capital as a result of activity under the stock compensation plan and the related income tax effect 4,517 2,509 4,451 Total effect of changes in ownership interest on equity attributable to Shake Shack Inc. $ 55,498 $ 32,900 $ 8,512 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation Expense Recognized | A summary of equity-based compensation expense recognized during fiscal 2019 , 2018 and 2017 is as follows: 2019 2018 2017 Stock options 2,626 3,039 3,474 Performance stock units 3,035 2,449 1,869 Restricted stock units 1,844 655 280 Equity-based compensation expense $ 7,505 $ 6,143 $ 5,623 Total income tax benefit recognized related to equity-based compensation $ 188 $ 172 $ 198 Equity-based compensation expense is allocated to general and administrative expenses and labor and related expenses on the Consolidated Statements of Income (Loss) during fiscal 2019 , 2018 and 2017 as follows: 2019 2018 2017 General and administrative expenses 7,189 5,991 5,463 Labor and related expenses 316 152 160 Equity-based compensation expense 7,505 6,143 5,623 |
Schedule of Fair Value of Stock Options | The fair value of stock option awards was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: 2019 2018 2017 Expected term (years) (1) 7.5 7.5 7.5 Expected volatility (2) 42.2 % 42.5 % 44.5 % Risk-free interest rate (3) 2.4 % 2.8 % 2.1 % Dividend yield (4) — % — % — % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as we have no plans to declare dividends in the foreseeable future. |
Schedule of Stock Options, Activity | A summary of stock option activity for fiscal years 2019 , 2018 and 2017 is as follows: Stock Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Outstanding as of December 28, 2016 2,364,722 $ 21.10 Granted 5,150 38.91 Exercised (359,011 ) 21.13 Forfeited (291,520 ) (21.00 ) Expired — — Outstanding as of December 27, 2017 1,719,341 $ 21.16 Granted 5,036 39.91 Exercised (260,515 ) 21.00 Forfeited (102,879 ) (21.27 ) Expired — — Outstanding as of December 26, 2018 1,360,983 $ 21.25 Granted 3,785 54.36 Exercised (435,986 ) 21.18 Forfeited (38,515 ) (21.00 ) Expired — — Outstanding as of December 25, 2019 890,267 $ 21.44 $ 34,280 5.2 Options vested and exercisable as of December 25, 2019 574,993 $ 21.24 $ 22,258 5.1 Options expected to vest as of December 25, 2019 315,274 $ 21.82 $ 12,022 5.2 |
Schedule of Nonvested Share Activity | A summary of unvested stock option activity for fiscal years 2019 , 2018 and 2017 is as follows: Stock Options Weighted Average Grant-Date Fair Value Unvested as of December 28, 2016 1,964,251 $ 8.66 Vested (503,686 ) 8.85 Granted 5,150 19.42 Forfeited (289,620 ) 8.59 Unvested as of December 27, 2017 1,176,095 $ 8.64 Vested (404,120 ) 8.62 Granted 5,036 19.86 Forfeited (90,275 ) 8.59 Unvested as of December 26, 2018 686,736 $ 8.74 Vested (340,752 ) 8.66 Granted 3,785 26.42 Forfeited (34,495 ) 8.59 Unvested as of December 25, 2019 315,274 $ 9.05 |
Schedule of Information About Stock Options | The following table summarizes information about stock options outstanding and exercisable as December 25, 2019 : Options Outstanding Options Exercisable Number Outstanding at December 25, 2019 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at December 25, 2019 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Exercise Price $21.00 869,777 5.1 $ 21.00 565,407 5.1 $ 21.00 $34.62 7,411 6.4 $ 34.62 7,411 6.4 $ 34.62 $36.41 1,108 6.9 $ 36.41 1,108 6.9 $ 36.41 $38.91 3,150 7.5 $ 38.91 60 7.5 $ 38.91 $39.91 5,036 8.2 $ 39.91 1,007 8.2 $ 39.91 $54.36 3,785 9.2 $ 54.36 — — $ — |
Schedule of Stock Options Outstanding and Exercisable, Option Plans | A summary of performance stock unit activity for fiscal years 2019 , 2018 and 2017 is as follows: Performance Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 28, 2016 61,600 $ 38.41 Granted 87,596 37.90 Performance achievement (1) 9,545 38.40 Vested (22,703 ) 38.40 Forfeited (11,196 ) 38.28 Expired — — Outstanding as of December 27, 2017 124,842 $ 38.06 Granted 60,437 58.46 Performance achievement (1) (12,139 ) 37.89 Vested (43,861 ) 38.13 Forfeited (10,737 ) 41.28 Expired — — Outstanding as of December 26, 2018 118,542 $ 48.16 Granted 69,772 52.47 Performance achievement (1) 4,626 58.46 Vested (56,513 ) 45.40 Forfeited (18,910 ) 51.17 Expired — — Outstanding as of December 25, 2019 117,517 $ 51.97 (1) |
Summary of Restricted Stock Unit Activity | A summary of restricted stock unit activity for fiscal years 2019 , 2018 and 2017 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 28, 2016 — $ — Granted 44,476 38.98 Vested — — Forfeited — — Expired — — Outstanding as of December 27, 2017 44,476 $ 38.98 Granted 18,882 49.12 Vested (13,635 ) 39.13 Forfeited — — Expired — — Outstanding as of December 26, 2018 49,723 $ 42.79 Granted 126,770 52.51 Vested (14,812 ) 47.00 Forfeited (9,583 ) 52.47 Expired — — Outstanding as of December 25, 2019 152,098 $ 49.87 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income before income taxes are follows: 2019 2018 2017 Domestic $ 11,797 $ 21,595 $ 152,204 Foreign 15,717 9,215 8,089 Income before income taxes $ 27,514 $ 30,810 $ 160,293 |
Schedule of Components of Income Tax Expense | The components of income tax expense are as follows: 2019 2018 2017 Current income taxes: Federal $ 2,984 $ 5,281 $ 518 State and local 4,283 858 3,615 Foreign 2,183 1,935 942 Total current income taxes 9,450 8,074 5,075 Deferred income taxes: Federal (5,643 ) (210 ) 145,139 State and local (421 ) 998 1,195 Total deferred income taxes (6,064 ) 788 146,334 Income tax expense $ 3,386 $ 8,862 $ 151,409 |
Reconciliation of Income Tax Expense, US Income Tax Rate | Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense and the U.S. statutory income tax rate to our effective tax rates are as follows: 2019 2018 2017 Expected U.S. federal income taxes at statutory rate $ 5,778 21.0 % $ 6,470 21.0 % $ 56,103 35.0 % State and local income taxes, net of federal benefit 3,924 14.2 % 797 2.6 % 2,590 1.6 % Foreign withholding taxes 2,183 7.9 % 1,935 6.3 % 942 0.6 % Tax credits (3,007 ) (10.9 )% (2,151 ) (7.0 )% (1,230 ) (0.8 )% Non-controlling interest (1,405 ) (5.1 )% (1,908 ) (6.2 )% (3,273 ) (2.0 )% Remeasurement of deferred tax assets in connection with the enactment of the TCJA — — % — — % 138,636 86.5 % Remeasurement of deferred tax assets in connection with other tax rate changes 208 0.8 % 3,794 12.3 % 1,657 1.0 % Remeasurement of liabilities under tax receivable agreement in connection with the enactment of the TCJA — — % — — % (44,051 ) (27.4 )% Change in valuation allowance (4,669 ) (17.0 )% — — % — — % Other 374 1.4 % (75 ) (0.2 )% 35 — % Income tax expense $ 3,386 12.3 % $ 8,862 28.8 % $ 151,409 94.5 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: December 25 December 26 Deferred tax assets: Investment in partnership $ 179,363 $ 168,451 Tax Receivable Agreement 65,679 57,203 Deferred rent — 1,109 Operating lease liability 4,768 — Financing lease liability 78 — Deferred revenue 199 184 Stock-based compensation 347 375 Net operating loss carryforwards 26,058 18,046 Tax credits 8,419 5,194 Other assets 398 331 Total gross deferred tax assets 285,309 250,893 Valuation allowance (954 ) (6,925 ) Total deferred tax assets, net of valuation allowance 284,355 243,968 Deferred tax liabilities: Property and equipment (585 ) (1,435 ) Operating lease right-of-use asset (3,876 ) — Financing lease right-of-use asset (77 ) — Total gross deferred tax liabilities (4,538 ) (1,435 ) Net deferred tax assets $ 279,817 $ 242,533 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
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 fiscal 2019 , 2018 and 2017 . 2019 2018 2017 Numerator: Net income $ 24,128 $ 21,948 $ 8,884 Less: net income attributable to non-controlling interests 4,301 6,769 9,204 Net income (loss) attributable to Shake Shack Inc. $ 19,827 $ 15,179 $ (320 ) Denominator: Weighted-average shares of Class A common stock outstanding—basic 31,381 28,299 25,876 Effect of dilutive securities: Stock options 743 798 — Performance stock units 70 63 — Restricted stock units 57 19 — Weighted-average shares of Class A common stock outstanding—diluted 32,251 29,179 25,876 Earnings (loss) per share of Class A common stock—basic $ 0.63 $ 0.54 $ (0.01 ) Earnings (loss) per share of Class A common stock—diluted $ 0.61 $ 0.52 $ (0.01 ) |
Schedule of Antidilutive Securities | The following table presents potentially dilutive securities excluded from the computations of diluted earnings per share of Class A common stock for fiscal 2019 , 2018 and 2017 . 2019 2018 2017 Stock options 946 (1) — 1,719,341 (2) Performance stock units 51,197 (3) 21,560 (3) 124,842 (2) Restricted stock units — — 44,476 (2) Shares of Class B common stock 3,145,197 (4) 7,557,347 (4) 10,250,007 (4) (1) Weighted-average number of securities excluded from the computation of diluted earnings per share of Class A common stock because the exercise price of the stock options exceeded the average market price of our Class A common stock during the period ("out-of-the-money"). (2) Represents number of instruments outstanding at the end of the period that were excluded from the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive. (3) Weighted-average number of securities excluded from the computation of diluted earnings per share of Class A common stock because the performance conditions were not met for a portion of the fiscal year. (4) Shares of our Class B common stock are considered potentially dilutive shares of Class A common stock. Amounts have been excluded from the computations of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive under the if-converted and two-class methods. |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow Information | The following table sets forth supplemental cash flow information for fiscal 2019 , 2018 and 2017 : 2019 2018 2017 Cash paid for: Income taxes, net of refunds $ 3,044 $ 3,272 $ 2,261 Interest, net of amounts capitalized 255 2,261 1,106 Non-cash investing activities: Accrued purchases of property and equipment 12,620 17,443 7,526 Capitalized landlord assets for leases where we are deemed the accounting owner — 5,443 10,125 Capitalized equity-based compensation 101 107 109 Non-cash financing activities: Class A common stock issued in connection with the redemption of LLC Interests 2 2 1 Class A common stock issued in connection with the GTC Merger 3 — — Cancellation of Class B common stock in connection with the redemption of LLC Interests (2 ) (2 ) (1 ) Cancellation of Class B common stock in connection with the GTC Merger (3 ) — — Establishment of liabilities under tax receivable agreement 32,065 44,338 18,973 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Classification 2019 2018 2017 Amounts received from HYC Licensing revenue $ 571 $ 420 $ 452 Classification December 25 December 26 Amounts due from HYC Accounts Receivable Prepaid expenses and other current assets $ 47 $ 37 Classification 2019 2018 2017 Amounts raised through donations — $ 190 $ 343 $ 633 Costs incurred for free shakes redeemed General and administrative expenses $ 30 $ 53 $ 148 Classification 2019 2018 2017 Amounts paid to MSP Conservancy Occupancy and related expenses $ 964 $ 877 $ 907 Classification December 25 December 26 Amounts due to MSP Conservancy Accrued expenses $ 53 $ 70 Classification 2019 2018 2017 Amounts paid to members (inclusive of interest) Other current liabilities $ 707 $ — $ 4,910 Classification December 25 December 26 Amounts due under the Tax Receivable Agreement Other current liabilities Liabilities under tax receivable agreement, net of current portion $ 234,426 $ 203,725 Classification 2019 2018 2017 Amounts paid to Square Other operating expenses $ 1,692 $ 445 $ 33 Classification 2019 2018 2017 Amounts paid to Olo Other operating expenses $ 170 $ 111 $ 80 Classification 2019 2018 2017 Amounts paid to non-controlling interest holders Non-controlling interests $ 1,708 $ 751 $ 2,379 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Segment Reporting [Abstract] | |
Revenue from Customers by Geographic Areas | Revenue by geographic area for fiscal 2019 , 2018 and 2017 is as follows: 2019 2018 2017 United States $ 578,702 $ 447,575 $ 348,575 Other countries 15,817 11,735 10,235 Total revenue $ 594,519 $ 459,310 $ 358,810 |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 25, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table sets forth certain unaudited financial information for each quarter of fiscal 2019 and 2018 . The unaudited quarterly information includes all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary for the fair presentation of the information presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. 2019 First Second Third Fourth Quarter Quarter Quarter Quarter Total revenue $ 132,609 $ 152,713 $ 157,762 $ 151,435 Operating income 5,162 11,871 8,164 488 Net income (loss) 3,607 11,171 11,423 (2,073 ) Net income (loss) attributable to Shake Shack Inc. 2,546 9,030 10,344 (2,093 ) Earnings (loss) per share (1) : Basic $ 0.09 $ 0.30 $ 0.32 $ (0.06 ) Diluted $ 0.08 $ 0.29 $ 0.31 $ (0.06 ) 2018 First Second Third Fourth Quarter Quarter Quarter Quarter Total revenue $ 99,116 $ 116,282 $ 119,647 $ 124,265 Operating income 6,514 13,018 9,343 2,836 Net income (loss) 4,979 10,571 6,946 (548 ) Net income (loss) attributable to Shake Shack Inc. 3,508 7,604 5,025 (958 ) Earnings (loss) per share (1) : Basic $ 0.13 $ 0.27 $ 0.17 $ (0.03 ) Diluted $ 0.13 $ 0.26 $ 0.17 $ (0.03 ) (1) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted earnings per share amounts may not equal annual basic and diluted earnings per share amounts. |
NATURE OF OPERATIONS - Organiza
NATURE OF OPERATIONS - Organization and Nature of Operations - Franchiser (Details) | Dec. 25, 2019Restaurant |
Franchisor Disclosure [Line Items] | |
Number of Restaurants | 275 |
Company-operated | United States | |
Franchisor Disclosure [Line Items] | |
Number of Restaurants | 163 |
Licensed | United States | |
Franchisor Disclosure [Line Items] | |
Number of Restaurants | 22 |
Licensed | Other countries | |
Franchisor Disclosure [Line Items] | |
Number of Restaurants | 90 |
NATURE OF OPERATIONS - Organi_2
NATURE OF OPERATIONS - Organizational Transactions (Details) | Feb. 04, 2015 | Dec. 25, 2019shares | Dec. 26, 2018shares | Dec. 27, 2017shares |
Class of Stock [Line Items] | ||||
LLC interests acquired (in shares) | 4,412,150 | 2,692,660 | ||
Ownership percent of noncontrolling interest | 91.60% | 79.60% | ||
Noncontrolling owners ownership percentage | 8.40% | 20.40% | ||
Class B Common Stock | Common stock | ||||
Class of Stock [Line Items] | ||||
Effect of redemption (in shares) | 1,721,887 | 2,692,660 | 1,003,585 | |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Ratio of common stock to limited liability company interest | 1 |
NATURE OF OPERATIONS - Secondar
NATURE OF OPERATIONS - Secondary Offering (Details) - shares | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Class of Stock [Line Items] | |||
Units acquired during the period (in shares) | 4,412,150 | 2,692,660 | |
Ownership percent of noncontrolling interest | 91.60% | 79.60% | |
Noncontrolling owners ownership percentage | 8.40% | 20.40% | |
Class A Common Stock | Common stock | |||
Class of Stock [Line Items] | |||
Redemptions (in shares) | 1,721,887 | 2,692,660 | 1,003,585 |
Class B Common Stock | Common stock | |||
Class of Stock [Line Items] | |||
Effect of redemption (in shares) | 1,721,887 | 2,692,660 | 1,003,585 |
Limited Liability Company | |||
Class of Stock [Line Items] | |||
Number of units redeemed (in shares) | 4,412,150 | 2,692,660 | 1,003,585 |
Units acquired during the period (in shares) | 4,896,469 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Net assets of SSE Holdings | $ 270,542 | $ 232,711 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details) | 12 Months Ended |
Dec. 25, 2019reportable_segmentoperating_segment | |
Accounting Policies [Abstract] | |
Number of operating segments | operating_segment | 1 |
Number of reportable segments | reportable_segment | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Impairment charges | $ 0 | $ 0 | $ 0 |
Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life of property and equipment | 7 years | ||
Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life of property and equipment | 2 years | ||
Furniture and Fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life of property and equipment | 7 years | ||
Furniture and Fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life of property and equipment | 2 years | ||
Computer Equipment and Software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life of property and equipment | 7 years | ||
Computer Equipment and Software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life of property and equipment | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Assets (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 |
Accounting Policies [Abstract] | ||
Indefinite-lived intangible assets | $ 1,437 | $ 1,159 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) - renewal_option | 12 Months Ended | |
Dec. 25, 2019 | Sep. 25, 2019 | |
Operating Leased Assets [Line Items] | ||
Number of renewal options | 2 | |
Period of renewal term | 5 years | |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Terms of lease contract | 10 years | 10 years |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Terms of lease contract | 15 years | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Accounting Policies [Abstract] | |||
Advertising and promotions | $ 857 | $ 399 | $ 357 |
REVENUE Narrative (Details)
REVENUE Narrative (Details) $ in Thousands | Dec. 25, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 16,082 |
REVENUE Disaggregation of Reven
REVENUE Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2019 | Sep. 25, 2019 | Jun. 26, 2019 | Mar. 27, 2019 | Dec. 26, 2018 | Sep. 26, 2018 | Jun. 27, 2018 | Mar. 28, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
TOTAL REVENUE | $ 151,435 | $ 157,762 | $ 152,713 | $ 132,609 | $ 124,265 | $ 119,647 | $ 116,282 | $ 99,116 | $ 594,519 | $ 459,310 | $ 358,810 |
Shack sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
TOTAL REVENUE | 574,625 | 445,589 | 346,388 | ||||||||
Sales-based royalties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
TOTAL REVENUE | 19,318 | 13,422 | 11,633 | ||||||||
Initial territory and opening fees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
TOTAL REVENUE | $ 576 | $ 299 | $ 789 |
REVENUE Contract Balances (Deta
REVENUE Contract Balances (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Gift card liability | $ 2,258 | $ 1,796 |
Deferred revenue, current | 511 | 307 |
Deferred revenue, long-term | 11,310 | 10,026 |
Shack sales | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract with customer, asset, net | 4,265 | 2,550 |
Licensing receivables | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract with customer, asset, net | $ 4,510 | $ 2,616 |
REVENUE Liability (Details)
REVENUE Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2019 | Dec. 26, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Gift card liability | $ 524 | $ 506 |
Deferred revenue | $ 536 | $ 523 |
FAIR VALUE MEASUREMENTS - Cash,
FAIR VALUE MEASUREMENTS - Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | Dec. 28, 2016 |
Debt Securities, Available-for-sale [Line Items] | ||||
Cost Basis | $ 37,099 | $ 24,750 | $ 21,507 | $ 11,607 |
Cash and cash equivalents fair value | 37,099 | 24,750 | ||
Gross Unrealized Gains | 72 | 0 | ||
Gross Unrealized Losses | 0 | (122) | ||
Fair value of marketable securities | 36,508 | 62,113 | ||
Total cost basis | 73,535 | 86,985 | ||
Total fair value | 73,607 | 86,863 | ||
Level 1: | Mutual Fund | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Cost Basis | 36,436 | 62,235 | ||
Cash and cash equivalents fair value | 36,508 | 62,113 | ||
Gross Unrealized Gains | 72 | |||
Gross Unrealized Losses | (122) | |||
Fair value of marketable securities | 36,508 | 62,113 | ||
Cash | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Cost Basis | 32,094 | 19,746 | ||
Cash and cash equivalents fair value | 32,094 | 19,746 | ||
Money market funds | Level 1: | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Cost Basis | 5,005 | 5,004 | ||
Cash and cash equivalents fair value | $ 5,005 | $ 5,004 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Fair Value Disclosures [Abstract] | |||
Net unrealized gains on equity securities | $ 194,000 | $ (61,000) | $ 0 |
Impairment charges | $ 0 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Income for AFS Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Fair Value Disclosures [Abstract] | |||
Dividend income | $ 1,244 | $ 1,392 | $ 830 |
Interest income | 0 | 9 | 77 |
Realized gain (loss) on sale of investments | 22 | (3) | (5) |
Unrealized gain (loss) on available-for-sale equity securities | 194 | (61) | 0 |
Total other income, net | $ 1,460 | $ 1,337 | $ 902 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of AFS Sold (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | ||
Equity securities: | ||||
Gross proceeds from sales and redemptions | $ 27,000 | $ 2,144 | $ 2,223 | |
Cost basis of sales and redemptions | 26,978 | 2,160 | 2,271 | |
Gross realized gains included in net income | 36 | 2 | 1 | |
Gross realized losses included in net income | (14) | (18) | (49) | |
Amounts reclassified out of accumulated other comprehensive loss | [1] | $ 0 | $ 16 | $ 47 |
[1] | Net of tax benefit of $0 for fiscal years ended December 25, 2019 , December 26, 2018 and December 27, 2017 . |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 |
Receivables [Abstract] | ||
Landlord receivables | $ 0 | $ 4,494 |
Licensing receivables | 4,510 | 2,579 |
Credit card receivables | 3,417 | 2,446 |
Other receivables | 2,043 | 1,004 |
Accounts receivable | $ 9,970 | $ 10,523 |
ACCOUNTS RECEIVABLE - Addition
ACCOUNTS RECEIVABLE - Additional Information (Details) - USD ($) | Dec. 25, 2019 | Dec. 26, 2018 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 |
Inventory [Line Items] | ||
Inventories | $ 2,221 | $ 1,749 |
Food | ||
Inventory [Line Items] | ||
Inventories | 1,738 | 1,291 |
Wine | ||
Inventory [Line Items] | ||
Inventories | 107 | 83 |
Beer | ||
Inventory [Line Items] | ||
Inventories | 114 | 95 |
Beverages | ||
Inventory [Line Items] | ||
Inventories | 233 | 203 |
Retail merchandise | ||
Inventory [Line Items] | ||
Inventories | $ 29 | $ 77 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 436,648 | $ 347,301 | |
Less: accumulated depreciation | (121,786) | (85,447) | |
Property and equipment, net | 314,862 | 261,854 | |
Depreciation | 40,392 | 29,000 | $ 21,704 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 302,204 | 228,453 | |
Landlord funded assets | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 0 | 15,595 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 54,404 | 40,716 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 18,082 | 14,055 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 24,226 | 19,008 | |
Financing equipment lease assets | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 7,442 | 0 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 30,290 | $ 29,474 |
SUPPLEMENTAL BALANCE SHEET IN_3
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 |
Supplemental Balance Sheet Disclosures [Abstract] | ||
Sales tax payable | $ 4,086 | $ 3,143 |
Current portion of liabilities under tax receivable agreement | 7,777 | 5,804 |
Gift card liability | 2,258 | 1,796 |
Current portion of financing equipment lease liabilities | 1,873 | 0 |
Other | 3,505 | 3,287 |
Other current liabilities | 19,499 | 14,030 |
Deferred licensing revenue | 11,310 | 10,026 |
Long-term portion of financing equipment lease liabilities | 3,643 | 0 |
Other | 375 | 472 |
Other long-term liabilities | $ 15,328 | $ 10,498 |
DEBT (Details)
DEBT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 26, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | Sep. 25, 2019 | |
Debt Instrument [Line Items] | |||||
Deemed landlord financing | $ 0 | $ 20,846,000 | $ 0 | ||
Interest costs incurred | 434,000 | 2,572,000 | $ 1,806,000 | ||
Interest costs capitalized | 0 | 157,000 | $ 164,000 | ||
Operating lease liabilities | 334,916,000 | ||||
Finance lease liabilities | 5,516,000 | ||||
Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 50,000,000 | ||||
Incremental borrowing capacity | 100,000,000 | ||||
Notes payable | $ 0 | $ 0 | |||
Revolving Credit Facility | Letter of credit | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Revolving Credit Facility | Minimum | Line of credit | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
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 | 1.50% | ||||
Revolving Credit Facility | Maximum | Line of credit | Prime rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 9 Months Ended | |
Sep. 25, 2019option | Dec. 25, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of renewal options | option | 2 | |
Period of renewal term | 5 years | |
Operating lease for non-cancellable leases | $ | $ 67,760 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Terms of lease contract | 10 years | 10 years |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Terms of lease contract | 15 years | 15 years |
LEASES - New Accounting Pronoun
LEASES - New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Sep. 25, 2019 | Dec. 26, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Prepaid expenses and other current assets | $ 1,877 | $ 1,984 | |
Property and equipment, net | 314,862 | 261,854 | |
Operating lease assets | 274,426 | 0 | |
Deferred income taxes, net | 279,817 | 242,533 | |
Deemed landlord financing | 0 | $ 0 | 20,846 |
Deferred rent | 0 | 47,864 | |
Long-term operating lease liabilities | 304,914 | ||
Other long-term liabilities | 15,328 | 10,498 | |
Retained earnings | 54,367 | 30,404 | |
Non-controlling interests | $ 23,168 | 47,380 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Prepaid expenses and other current assets | 6 | ||
Property and equipment, net | (11,448) | ||
Operating lease assets | 229,885 | ||
Deferred income taxes, net | (121) | ||
Deemed landlord financing | (20,846) | ||
Deferred rent | (47,862) | ||
Long-term operating lease liabilities | 277,224 | ||
Other long-term liabilities | 4,611 | ||
Retained earnings | 4,136 | ||
Non-controlling interests | $ 1,059 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2019 | Dec. 26, 2018 | |
Total right-of-use assets | ||
Finance lease right-of-use asset | $ 5,444 | |
Operating lease assets | 274,426 | $ 0 |
Total right-of-use assets | 279,870 | |
Total lease liabilities | ||
Other current liabilities, finance leases | 1,873 | |
Other long-term liabilities, finance leases | 3,643 | |
Operating lease liabilities, current | 30,002 | $ 0 |
Long-term operating lease liabilities | 304,914 | |
Total lease liabilities | 340,432 | |
Total lease cost | ||
Amortization of right-of-use assets | 1,998 | |
Interest on lease liabilities | 193 | |
Operating lease cost | 40,068 | |
Short-term lease cost | 394 | |
Variable lease cost | 16,060 | |
Total lease cost | $ 58,713 | |
Weighted-average remaining lease term (years): | ||
Finance leases | 5 years 1 month 6 days | |
Operating leases | 10 years 1 month 6 days | |
Weighted-average discount rate: | ||
Finance leases | 3.70% | |
Operating leases | 5.40% | |
Operating cash flows from finance leases | $ 193 | |
Operating cash flows from operating leases | 37,468 | |
Financing cash flows from finance leases | 1,926 | |
Right-of-use assets obtained in exchange for lease obligations: Finance leases | 2,831 | |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | $ 65,556 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 25, 2019USD ($) |
Finance Leases | |
2020 | $ 2,051 |
2021 | 1,445 |
2022 | 989 |
2023 | 743 |
2024 | 472 |
Thereafter | 255 |
Total minimum payments | 5,955 |
Less: imputed interest | 439 |
Total lease liabilities | 5,516 |
Operating Leases | |
2020 | 50,649 |
2021 | 46,521 |
2022 | 47,285 |
2023 | 47,379 |
2024 | 45,979 |
Thereafter | 223,507 |
Total minimum payments | 461,320 |
Less: imputed interest | 126,404 |
Total lease liabilities | $ 334,916 |
EMPLOYEE BENEFIT PLANS - Define
EMPLOYEE BENEFIT PLANS - Defined Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | $ 772 | $ 509 | $ 389 |
Defined Contribution Plan, Initial Contribution | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution percentage | 100.00% | ||
Employer matching contribution as a percent of employees' gross pay | 3.00% | ||
Defined Contribution Plan, Additional Contribution | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution percentage | 50.00% | ||
Employer matching contribution as a percent of employees' gross pay | 3.00% | ||
Defined Contribution Plan, Additional Contribution | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution as a percent of employees' gross pay | 5.00% |
STOCKHOLDER'S EQUITY - Redempti
STOCKHOLDER'S EQUITY - Redemption of LLC Interests (Details) - shares | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Limited Liability Company | |||
Class of Stock [Line Items] | |||
Number of units redeemed (in shares) | 4,412,150 | 2,692,660 | 1,003,585 |
Common Stock | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Redemptions (in shares) | 1,721,887 | 2,692,660 | 1,003,585 |
Common Stock | Class B Common Stock | |||
Class of Stock [Line Items] | |||
Effect of redemption (in shares) | 1,721,887 | 2,692,660 | 1,003,585 |
Gramercy Tavern | |||
Class of Stock [Line Items] | |||
Effect of redemption (in shares) | 0 | ||
Gramercy Tavern | Limited Liability Company | |||
Class of Stock [Line Items] | |||
Number of units redeemed (in shares) | 2,690,263 | 0 | 0 |
Gramercy Tavern | Common Stock | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Redemptions (in shares) | 2,690,263 | 0 | 0 |
Gramercy Tavern | Common Stock | Class B Common Stock | |||
Class of Stock [Line Items] | |||
Effect of redemption (in shares) | 2,690,263 | 0 | |
Redemptions by NCI Holders | Limited Liability Company | |||
Class of Stock [Line Items] | |||
Number of units redeemed (in shares) | 1,721,887 | 2,692,660 | 1,003,585 |
STOCKHOLDER'S EQUITY (Details)
STOCKHOLDER'S EQUITY (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Sep. 25, 2019 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Class of Stock [Line Items] | ||||
LLC interests acquired (in shares) | 4,412,150 | 2,692,660 | ||
Effect of GTC Merger (in shares) | 2,690,263 | |||
Share-based Payment Arrangement, Option | ||||
Class of Stock [Line Items] | ||||
LLC interests acquired (in shares) | 484,319 | 300,696 | 372,508 |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) | Feb. 04, 2015 | Sep. 25, 2019shares | Dec. 25, 2019shares | Dec. 26, 2018shares | Dec. 27, 2017shares |
Noncontrolling Interest [Line Items] | |||||
Weighted average ownership percentage | 15.90% | 23.40% | |||
Effect of GTC Merger (in shares) | 2,690,263 | ||||
Units acquired during the period (in shares) | 4,412,150 | 2,692,660 | |||
Ownership percent of noncontrolling interest | 91.60% | 79.60% | |||
Class A Common Stock | |||||
Noncontrolling Interest [Line Items] | |||||
Ratio of common stock to limited liability company interest | 1 | ||||
Limited Liability Company | |||||
Noncontrolling Interest [Line Items] | |||||
Number of units redeemed (in shares) | 4,412,150 | 2,692,660 | 1,003,585 | ||
Units acquired during the period (in shares) | 4,896,469 | ||||
Stock options | |||||
Noncontrolling Interest [Line Items] | |||||
Units acquired during the period (in shares) | 484,319 | 300,696 | 372,508 |
NON-CONTROLLING INTERESTS - Own
NON-CONTROLLING INTERESTS - Ownership Interest in SSE Holdings (Details) - shares | Dec. 25, 2019 | Dec. 26, 2018 |
Noncontrolling Interest [Abstract] | ||
Number of LLC Interests held by Shake Shack Inc. (in shares) | 34,417,302 | 29,520,833 |
Number of LLC Interests held by Shake Shack Inc. (in percentage) | 91.60% | 79.60% |
Number of LLC Interests held by non-controlling interest holders (in shares) | 3,145,197 | 7,557,347 |
Number of LLC Interests held by non-controlling interest holders (in percentage) | 8.40% | 20.40% |
Total LLC Interests outstanding (in shares) | 37,562,499 | 37,078,180 |
Total LLC Interests outstanding (in percentage) | 100.00% | 100.00% |
NON-CONTROLLING INTERESTS - Sch
NON-CONTROLLING INTERESTS - Schedule of Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2019 | Sep. 25, 2019 | Jun. 26, 2019 | Mar. 27, 2019 | Dec. 26, 2018 | Sep. 26, 2018 | Jun. 27, 2018 | Mar. 28, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Noncontrolling Interest [Line Items] | |||||||||||
Net income (loss) attributable to Shake Shack Inc. | $ (2,093) | $ 10,344 | $ 9,030 | $ 2,546 | $ (958) | $ 5,025 | $ 7,604 | $ 3,508 | $ 19,827 | $ 15,179 | $ (320) |
Other comprehensive income (loss): | |||||||||||
Unrealized holding gains (losses) on available-for-sale securities | 2 | 13 | (47) | ||||||||
Net change in foreign currency translation adjustment | 2 | 0 | 0 | ||||||||
Total effect of changes in ownership interest on equity attributable to Shake Shack Inc. | 55,498 | 32,900 | 8,512 | ||||||||
AOCI Attributable to Parent | |||||||||||
Other comprehensive income (loss): | |||||||||||
Unrealized holding gains (losses) on available-for-sale securities | 0 | 10 | (34) | ||||||||
Net change in foreign currency translation adjustment | 2 | 0 | 0 | ||||||||
Stock options | Additional Paid-in Capital | |||||||||||
Other comprehensive income (loss): | |||||||||||
Transfers (to) from non-controlling interests | 4,517 | 2,509 | 4,451 | ||||||||
Increase in additional paid-in capital as a result of the redemption of LLC Interests | Additional Paid-in Capital | |||||||||||
Other comprehensive income (loss): | |||||||||||
Transfers (to) from non-controlling interests | 11,934 | 15,202 | 4,415 | ||||||||
Increase in additional paid-in-capital as a result of the GTC Merger | Additional Paid-in Capital | |||||||||||
Other comprehensive income (loss): | |||||||||||
Transfers (to) from non-controlling interests | $ 19,218 | $ 0 | $ 0 |
EQUITY-BASED COMPENSATION - Sch
EQUITY-BASED COMPENSATION - Schedule of compensation expense recognized (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | Dec. 28, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 7,505 | $ 6,143 | $ 5,623 | |
Total income tax benefit recognized related to equity-based compensation | 188 | 172 | 198 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 2,626 | 3,039 | 3,474 | |
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 3,035 | 2,449 | 1,869 | |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 1,844 | 655 | 280 | |
General and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 7,189 | 5,991 | 5,463 | |
Labor and related expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 316 | $ 152 | $ 160 | |
Two Thousand and Fifteen Incentive Award Plan | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 51.97 | $ 48.16 | $ 38.06 | $ 38.41 |
Two Thousand and Fifteen Incentive Award Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 49.87 | $ 42.79 | $ 38.98 | $ 0 |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2015 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | Dec. 28, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity based compensation | $ 195 | $ 107 | $ 109 | ||
Proceeds from stock option exercises | 9,201 | 5,472 | 7,585 | ||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value vested | 2,950 | $ 3,483 | $ 4,458 | ||
2015 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 5,865,522 | ||||
2015 Incentive Award Plan | Minimum | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
2015 Incentive Award Plan | Maximum | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
2015 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 450 | ||||
Weighted-average period for recognition compensation expense | 1 year 7 months 6 days | ||||
Intrinsic value of stock options exercised | $ 22,258 | ||||
Proceeds from stock option exercises | $ 9,201 | ||||
2015 Incentive Award Plan | Restricted Class B units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance shares granted (in shares) | 152,098 | 49,723 | 44,476 | 0 | |
2015 Incentive Award Plan | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Intrinsic value of stock options exercised | $ 16,905 | $ 5,786 | $ 8,333 | ||
2015 Incentive Award Plan | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Weighted-average period for recognition compensation expense | 2 years 8 months 12 days | ||||
Performance period | 1 year | ||||
Performance shares granted (in shares) | 117,517 | 118,542 | 124,842 | 61,600 | |
Shares expected to be recognized | $ 2,958 | ||||
Issuance of common stock in settlement of unit appreciation rights | $ 6,016 | ||||
Weighted average period | 3 years 1 month 6 days | ||||
2015 Incentive Award Plan | Minimum | Restricted Class B units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
2015 Incentive Award Plan | Minimum | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Range of awards | 0.00% | ||||
2015 Incentive Award Plan | Maximum | Restricted Class B units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
2015 Incentive Award Plan | Maximum | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Range of awards | 125.00% |
EQUITY-BASED COMPENSATION - S_2
EQUITY-BASED COMPENSATION - Schedule of Fair Value of Stock Options (Details) - 2015 Incentive Award Plan - Stock options | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 7 years 6 months | 7 years 6 months | 7 years 6 months |
Expected volatility | 42.20% | 42.50% | 44.50% |
Risk-free interest rate | 2.40% | 2.80% | 2.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
EQUITY-BASED COMPENSATION - S_3
EQUITY-BASED COMPENSATION - Schedule of Stock Options (Details) - 2015 Incentive Award Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Stock Options | |||
Outstanding at beginning of period (in shares) | 1,360,983 | 1,719,341 | 2,364,722 |
Granted (in shares) | 3,785 | 5,036 | 5,150 |
Exercised (in shares) | (435,986) | (260,515) | (359,011) |
Forfeited (in shares) | (38,515) | (102,879) | (291,520) |
Expired (in shares) | 0 | 0 | 0 |
Outstanding at end of period (in shares) | 890,267 | 1,360,983 | 1,719,341 |
Options vested and exercisable at end of period (in shares) | 574,993 | ||
Options expected to vest (in shares) | 315,274 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in USD per share) | $ 21.25 | $ 21.16 | $ 21.10 |
Granted (in USD per share) | 54.36 | 39.91 | 38.91 |
Exercised (in USD per share) | 21.18 | 21 | 21.13 |
Forfeited (in USD per share) | (21) | (21.27) | (21) |
Expired (in USD per share) | 0 | 0 | 0 |
Outstanding at end of period (in USD per share) | 21.44 | $ 21.25 | $ 21.16 |
Weighted average options vested and exercisable (in USD per share) | 21.24 | ||
Options expected to vest (in USD per share) | $ 21.82 | ||
Aggregate Intrinsic Value | |||
Outstanding at end of period | $ 34,280 | ||
Options exercised during period | 22,258 | ||
Options expected to vest as of December 25, 2019 | $ 12,022 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Outstanding at end of period | 5 years 2 months 12 days | ||
Options exercisable at end of year | 5 years 1 month 6 days | ||
Options expected to vest at end of year | 5 years 2 months 12 days | ||
Stock options | |||
Stock Options | |||
Nonvested beginning balance (in shares) | 686,736 | 1,176,095 | 1,964,251 |
Granted (in shares) | 3,785 | 5,036 | 5,150 |
Vested (in shares) | (340,752) | (404,120) | (503,686) |
Forfeited (in shares) | (34,495) | (90,275) | (289,620) |
Nonvested ending balance (in shares) | 315,274 | 686,736 | 1,176,095 |
Weighted Average Exercise Price | |||
Nonvested, beginning balance (in USD per share) | $ 8.74 | $ 8.64 | $ 8.66 |
Granted (in USD per share) | 26.42 | 19.86 | 19.42 |
Vested (in USD per share) | 8.66 | 8.62 | 8.85 |
Forfeited (in USD per share) | 8.59 | 8.59 | 8.59 |
Nonvested, ending balance (in USD per share) | $ 9.05 | $ 8.74 | $ 8.64 |
Aggregate Intrinsic Value | |||
Options exercised during period | $ 16,905 | $ 5,786 | $ 8,333 |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock Options Outstanding and Exercisable (Details) - 2015 Incentive Award Plan | 12 Months Ended |
Dec. 25, 2019$ / sharesshares | |
Twenty-One Dollars | |
Options Outstanding | |
Number Outstanding (in shares) | shares | 869,777 |
Weighted Average Remaining Contractual Life (Years) | 5 years 1 month 6 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 21 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 565,407 |
Weighted Average Remaining Contractual Life (Years) | 5 years 1 month 6 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 21 |
Thirty-Four Point Sixty Two Dollars | |
Options Outstanding | |
Number Outstanding (in shares) | shares | 7,411 |
Weighted Average Remaining Contractual Life (Years) | 6 years 4 months 24 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 34.62 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 7,411 |
Weighted Average Remaining Contractual Life (Years) | 6 years 4 months 24 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 34.62 |
Thirty-Six Point Forty One Dollars | |
Options Outstanding | |
Number Outstanding (in shares) | shares | 1,108 |
Weighted Average Remaining Contractual Life (Years) | 6 years 10 months 24 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 36.41 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 1,108 |
Weighted Average Remaining Contractual Life (Years) | 6 years 10 months 24 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 36.41 |
Thirty-Eight Point Ninety One Dollars | |
Options Outstanding | |
Number Outstanding (in shares) | shares | 3,150 |
Weighted Average Remaining Contractual Life (Years) | 7 years 6 months |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 38.91 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 60 |
Weighted Average Remaining Contractual Life (Years) | 7 years 6 months |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 38.91 |
Thirty-Nine Point Ninety-One Dollars | |
Options Outstanding | |
Number Outstanding (in shares) | shares | 5,036 |
Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 12 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 39.91 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 1,007 |
Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 12 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 39.91 |
Fifty-Four Point Thirty-Six Dollars | |
Options Outstanding | |
Number Outstanding (in shares) | shares | 3,785 |
Weighted Average Remaining Contractual Life (Years) | 9 years 2 months 12 days |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 54.36 |
Options Exercisable | |
Number Exercisable (in shares) | shares | 0 |
Weighted Average Exercise Price (in USD per share) | $ / shares | $ 0 |
EQUITY-BASED COMPENSATION - Sum
EQUITY-BASED COMPENSATION - Summary of Performance and Restricted Stock Activity (Details) - 2015 Incentive Award Plan - $ / shares | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 118,542 | 124,842 | 61,600 |
Granted (in shares) | 69,772 | 60,437 | 87,596 |
Performance achievement (in shares) | 4,626 | (12,139) | 9,545 |
Vested (in shares) | (56,513) | (43,861) | (22,703) |
Forfeited (in shares) | (18,910) | (10,737) | (11,196) |
Expired (in shares) | 0 | 0 | 0 |
Outstanding at end of period (in shares) | 117,517 | 118,542 | 124,842 |
Stock Options | |||
Outstanding at beginning of period (in USD per share) | $ 48.16 | $ 38.06 | $ 38.41 |
Granted (in USD per share) | 52.47 | 58.46 | 37.90 |
Performance achievement (in USD per share) | 58.46 | 37.89 | 38.40 |
Vested (in USD per share) | 45.40 | 38.13 | 38.40 |
Forfeited (in USD per share) | 51.17 | 41.28 | 38.28 |
Expired (in USD per share) | 0 | 0 | 0 |
Outstanding at end of period (in USD per share) | $ 51.97 | $ 48.16 | $ 38.06 |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 49,723 | 44,476 | 0 |
Granted (in shares) | 126,770 | 18,882 | 44,476 |
Vested (in shares) | (14,812) | (13,635) | 0 |
Forfeited (in shares) | (9,583) | 0 | 0 |
Expired (in shares) | 0 | 0 | 0 |
Outstanding at end of period (in shares) | 152,098 | 49,723 | 44,476 |
Stock Options | |||
Outstanding at beginning of period (in USD per share) | $ 42.79 | $ 38.98 | $ 0 |
Granted (in USD per share) | 52.51 | 49.12 | 38.98 |
Vested (in USD per share) | 47 | 39.13 | 0 |
Forfeited (in USD per share) | 52.47 | 0 | 0 |
Expired (in USD per share) | 0 | 0 | 0 |
Outstanding at end of period (in USD per share) | $ 49.87 | $ 42.79 | $ 38.98 |
Maximum | Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||
Minimum | Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year |
INCOME TAXES - Schedule of Com
INCOME TAXES - Schedule of Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 11,797 | $ 21,595 | $ 152,204 |
Foreign | 15,717 | 9,215 | 8,089 |
Income before income taxes | $ 27,514 | $ 30,810 | $ 160,293 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Income Tax Contingency [Line Items] | |||
Effective income tax rate (percent) | 12.30% | 28.80% | 94.50% |
Income tax expense related to tax cuts and jobs act | $ 138,636,000 | ||
Deferred tax assets, carryforwards, federal | $ 104,821,000 | ||
Deferred tax assets, carryforwards, state and local | 67,371,000 | ||
Net operating loss carryforwards | 26,058,000 | $ 18,046,000 | |
Additional deferred tax asset recognized, investment in partnership | 27,195,000 | ||
Reduction in basis due to amortization of deferred tax asset related to the investment in partnership [Line Items] | 14,101,000 | ||
Additional deferred tax asset recognized, tax receivable agreement | 8,999,000 | ||
Other Income related to additional tax basis on TRA | (808,000) | ||
Valuation allowance recognized | 954,000 | ||
Decrease in valuation allowance | 5,971,000 | ||
Uncertain tax positions | $ 0 | $ 0 | |
Percentage of tax benefits due to equity owners | 85.00% | ||
Remaining percentage of tax benefits due to equity owners | 15.00% | ||
Consolidated Entity, Ownership By Parent, LLC Units Acquired | 1,721,887 | ||
LLC interests acquired (in shares) | 4,412,150 | 2,692,660 | |
Establishment of liabilities under tax receivable agreement | $ 32,065,000 | $ 44,338,000 | 18,973,000 |
Other income recognized related to reduction of tax receivable agreement liability | 707,000 | 0 | 4,844,000 |
Establishment of liabilities under tax receivable agreement | 234,426,000 | 203,725,000 | |
Current portion of liabilities under tax receivable agreement | 7,777,000 | 5,804,000 | |
Members' Equity | |||
Income Tax Contingency [Line Items] | |||
Other income recognized related to reduction of tax receivable agreement liability | 707,000 | ||
Limited Liability Company | |||
Income Tax Contingency [Line Items] | |||
Additional deferred tax asset recognized, investment in partnership | $ 179,363,000 | ||
LLC interests acquired (in shares) | 4,896,469 | ||
Parent Company | |||
Income Tax Contingency [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% | ||
Other income recognized related to reduction of tax receivable agreement liability | $ 707,000 | 0 | 4,844,000 |
Establishment of liabilities under tax receivable agreement | 234,426,000 | 203,725,000 | |
Current portion of liabilities under tax receivable agreement | 7,777,000 | 5,804,000 | |
Consolidation, Eliminations | Parent Company | |||
Income Tax Contingency [Line Items] | |||
Establishment of liabilities under tax receivable agreement | 32,065,000 | $ 44,338,000 | $ 18,973,000 |
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 52,954,000 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 6,157,000 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Current income taxes: | |||
Federal | $ 2,984 | $ 5,281 | $ 518 |
State and local | 4,283 | 858 | 3,615 |
Foreign | 2,183 | 1,935 | 942 |
Total current income taxes | 9,450 | 8,074 | 5,075 |
Deferred income taxes: | |||
Federal | (5,643) | (210) | 145,139 |
State and local | (421) | 998 | 1,195 |
Total deferred income taxes | (6,064) | 788 | 146,334 |
Income tax expense | $ 3,386 | $ 8,862 | $ 151,409 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at U.S. federal statutory rate | $ 5,778 | $ 6,470 | $ 56,103 |
U.S. federal statutory income tax rate, percentage | 21.00% | 21.00% | 35.00% |
State and local income taxes, net of federal benefit | $ 3,924 | $ 797 | $ 2,590 |
State and local income taxes, net of federal benefit, percentage | 14.20% | 2.60% | 1.60% |
Foreign withholding taxes | $ 2,183 | $ 1,935 | $ 942 |
Foreign withholding taxes, percentage | 7.90% | 6.30% | 0.60% |
Tax credits | $ (3,007) | $ (2,151) | $ (1,230) |
Tax credits, percentage | (10.90%) | (7.00%) | (0.80%) |
Non-controlling interest | $ (1,405) | $ (1,908) | $ (3,273) |
Non-controlling interest, percentage | (5.10%) | (6.20%) | (2.00%) |
Remeasurement of deferred tax assets in connection with the enactment of the TCJA | $ 0 | $ 0 | $ 138,636 |
Remeasurement of deferred tax assets in connection with the enactment of the TCJA, percentage | 0.00% | 0.00% | 86.50% |
Remeasurement of deferred tax assets in connection with other tax rate changes | $ 208 | $ 3,794 | $ 1,657 |
Remeasurement of deferred tax assets in connection with other tax rate changes, percentage | 0.80% | 12.30% | 1.00% |
Remeasurement of liabilities under tax receivable agreement in connection with the enactment of the TCJA | $ 0 | $ 0 | $ (44,051) |
Remeasurement of tax receivable agreement liability in connection with the enactment of the TCJA, percentage | 0.00% | 0.00% | (27.40%) |
Change in valuation allowance | $ (4,669) | $ 0 | $ 0 |
Change in valuation allowance, percentage | (17.00%) | 0.00% | 0.00% |
Other | $ 374 | $ (75) | $ 35 |
Other, percentage | 1.40% | (0.20%) | 0.00% |
Income tax expense | $ 3,386 | $ 8,862 | $ 151,409 |
Effective income tax rate, percentage | 12.30% | 28.80% | 94.50% |
INCOME TAXES- Schedule of Defer
INCOME TAXES- Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 |
Deferred tax assets: | ||
Investment in partnership | $ 179,363 | $ 168,451 |
Tax Receivable Agreement | 65,679 | 57,203 |
Deferred rent | 0 | 1,109 |
Operating lease liability | 4,768 | 0 |
Financing lease liability | 78 | 0 |
Deferred revenue | 199 | 184 |
Stock-based compensation | 347 | 375 |
Net operating loss carryforwards | 26,058 | 18,046 |
Tax credits | 8,419 | 5,194 |
Other assets | 398 | 331 |
Total gross deferred tax assets | 285,309 | 250,893 |
Valuation allowance | (954) | (6,925) |
Total deferred tax assets, net of valuation allowance | 284,355 | 243,968 |
Deferred tax liabilities: | ||
Property and equipment | (585) | (1,435) |
Operating lease right-of-use asset | (3,876) | 0 |
Financing lease right-of-use asset | (77) | 0 |
Total gross deferred tax liabilities | (4,538) | (1,435) |
Net deferred tax assets | $ 279,817 | $ 242,533 |
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 | 12 Months Ended | |||||||||
Dec. 25, 2019 | Sep. 25, 2019 | Jun. 26, 2019 | Mar. 27, 2019 | Dec. 26, 2018 | Sep. 26, 2018 | Jun. 27, 2018 | Mar. 28, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income | $ (2,073) | $ 11,423 | $ 11,171 | $ 3,607 | $ (548) | $ 6,946 | $ 10,571 | $ 4,979 | $ 24,128 | $ 21,948 | $ 8,884 |
Less: net income attributable to non-controlling interests | 4,301 | 6,769 | 9,204 | ||||||||
Net income (loss) attributable to Shake Shack Inc. | $ (2,093) | $ 10,344 | $ 9,030 | $ 2,546 | $ (958) | $ 5,025 | $ 7,604 | $ 3,508 | $ 19,827 | $ 15,179 | $ (320) |
Denominator: | |||||||||||
Weighted-average shares of Class A common stock outstanding—basic (shares) | 31,381 | 28,299 | 25,876 | ||||||||
Effect of dilutive securities: | |||||||||||
Weighted-average shares of Class A common stock outstanding—diluted (shares) | 32,251 | 29,179 | 25,876 | ||||||||
Earnings per share of Class A common stock—basic (in dollars per share) | $ 0.63 | $ 0.54 | $ (0.01) | ||||||||
Earnings per share of Class A common stock—diluted (in dollars per share) | $ 0.61 | $ 0.52 | $ (0.01) | ||||||||
Stock options | |||||||||||
Effect of dilutive securities: | |||||||||||
Restricted Class B units (shares) | 743 | 798 | 0 | ||||||||
Performance Shares | |||||||||||
Effect of dilutive securities: | |||||||||||
Restricted Class B units (shares) | 70 | 63 | 0 | ||||||||
Restricted Stock | |||||||||||
Effect of dilutive securities: | |||||||||||
Restricted Class B units (shares) | 57 | 19 | 0 |
EARNINGS PER SHARE - Antidilut
EARNINGS PER SHARE - Antidilutive Securities (Details) (Details) - shares | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 946 | 0 | 1,719,341 |
Performance Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 51,197 | 21,560 | 124,842 |
Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 0 | 0 | 44,476 |
Class B Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 3,145,197 | 7,557,347 | 10,250,007 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Cash paid for: | |||
Income taxes, net of refunds | $ 3,044 | $ 3,272 | $ 2,261 |
Interest, net of amounts capitalized | 255 | 2,261 | 1,106 |
Non-cash investing activities: | |||
Accrued purchases of property and equipment | 12,620 | 17,443 | 7,526 |
Capitalized landlord assets for leases where we are deemed the accounting owner | 0 | 5,443 | 10,125 |
Share-based Payment Arrangement, Amount Capitalized into Other Assets | 101 | ||
Capitalized equity-based compensation | 195 | 107 | 109 |
Non-cash financing activities: | |||
Establishment of liabilities under tax receivable agreement | 32,065 | 44,338 | 18,973 |
Redemption or Exchange of Units | Class A Common Stock | |||
Non-cash investing activities: | |||
Class A common stock issued | 2 | 2 | 1 |
Redemption or Exchange of Units | Class B Common Stock | |||
Non-cash financing activities: | |||
Cancellation of Class B common stock | (2) | (2) | (1) |
Gramercy Tavern | Class A Common Stock | |||
Non-cash investing activities: | |||
Class A common stock issued | 3 | 0 | 0 |
Gramercy Tavern | Class B Common Stock | |||
Non-cash financing activities: | |||
Cancellation of Class B common stock | $ (3) | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Sep. 27, 2017 | |
Loss Contingencies [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% | ||
Establishment of tax receivable agreement liability | $ 234,426,000 | $ 203,725,000 | |
Retail site | |||
Loss Contingencies [Line Items] | |||
Letters of credit outstanding | 130,000 | ||
Home Office Lease | |||
Loss Contingencies [Line Items] | |||
Letters of credit outstanding | $ 603,000 | ||
Former Shake Shack Manager Litigation | |||
Loss Contingencies [Line Items] | |||
Settlement agreement amount funded | $ 1,200,000 | ||
IPO | |||
Loss Contingencies [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% |
- Additional Information (Detai
- Additional Information (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 25, 2019renewal_option | Dec. 25, 2019USD ($) | Dec. 26, 2018USD ($) | |
Related Party Transaction [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% | ||
Tax distributions payable to non-controlling interest holders | $ | $ 0 | $ 0 | |
Subsidiary to Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Number of consecutive renewal terms | renewal_option | 5 | ||
Renewal option period | 5 years |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 25, 2019 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Related Party Transaction [Line Items] | ||||
Tax receivable agreement payments to related parties | $ 4,910 | $ 707 | $ 0 | |
Establishment of tax receivable agreement liability | 234,426 | 203,725 | ||
Payments to noncontrolling interests | 1,708 | 751 | $ 2,379 | |
Board of Directors Chairman | Square, Inc | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | 1,692 | 445 | 33 | |
Board of Directors Chairman | Mobo Systems, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | 170 | 111 | 80 | |
Share Our Strength | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | 30 | 53 | 148 | |
Charitable campaign flow through | 190 | 343 | 633 | |
Entity with Common Management | Rent Expense | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | 964 | 877 | 907 | |
Due to related parties, current | 53 | 70 | ||
Subsidiary to Affiliated Entity | Concession Income | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 571 | 420 | $ 452 | |
Due from related parties, current | $ 47 | $ 37 |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2019 | Sep. 25, 2019 | Jun. 26, 2019 | Mar. 27, 2019 | Dec. 26, 2018 | Sep. 26, 2018 | Jun. 27, 2018 | Mar. 28, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
TOTAL REVENUE | $ 151,435 | $ 157,762 | $ 152,713 | $ 132,609 | $ 124,265 | $ 119,647 | $ 116,282 | $ 99,116 | $ 594,519 | $ 459,310 | $ 358,810 |
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
TOTAL REVENUE | 578,702 | 447,575 | 348,575 | ||||||||
Other countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
TOTAL REVENUE | $ 15,817 | $ 11,735 | $ 10,235 |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2019 | Sep. 25, 2019 | Jun. 26, 2019 | Mar. 27, 2019 | Dec. 26, 2018 | Sep. 26, 2018 | Jun. 27, 2018 | Mar. 28, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
TOTAL REVENUE | $ 151,435 | $ 157,762 | $ 152,713 | $ 132,609 | $ 124,265 | $ 119,647 | $ 116,282 | $ 99,116 | $ 594,519 | $ 459,310 | $ 358,810 |
Operating income | 488 | 8,164 | 11,871 | 5,162 | 2,836 | 9,343 | 13,018 | 6,514 | 25,685 | 31,711 | 33,813 |
Net income | (2,073) | 11,423 | 11,171 | 3,607 | (548) | 6,946 | 10,571 | 4,979 | 24,128 | 21,948 | 8,884 |
Net income attributable to Shake Shack Inc. | $ (2,093) | $ 10,344 | $ 9,030 | $ 2,546 | $ (958) | $ 5,025 | $ 7,604 | $ 3,508 | $ 19,827 | $ 15,179 | $ (320) |
Earnings (loss) per share | |||||||||||
Basic (in dollars per share) | $ (0.06) | $ 0.32 | $ 0.30 | $ 0.09 | $ (0.03) | $ 0.17 | $ 0.27 | $ 0.13 | |||
Diluted (in dollars per share) | $ (0.06) | $ 0.31 | $ 0.29 | $ 0.08 | $ (0.03) | $ 0.17 | $ 0.26 | $ 0.13 |
SCHEDULE I_ CONDENSED FINANCI_2
SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT - BALANCE SHEET (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | Dec. 28, 2016 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 | ||
Current assets: | ||||
Accounts receivable | $ 9,970 | $ 10,523 | ||
Total current assets | 87,675 | 101,119 | ||
Deferred income taxes, net | 279,817 | 242,533 | ||
TOTAL ASSETS | 968,268 | 610,532 | ||
Current liabilities: | ||||
Accounts payable | 14,300 | 12,467 | ||
Accrued expenses | 24,140 | 22,799 | ||
Current portion of liabilities under tax receivable agreement | 7,777 | 5,804 | ||
Total current liabilities | 99,392 | 59,948 | ||
Liabilities under tax receivable agreement, net of current portion | 226,649 | 197,921 | ||
Total liabilities | 646,283 | 337,077 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. | 0 | 0 | ||
Additional paid-in capital | 244,410 | 195,633 | ||
Retained earnings | 54,367 | 30,404 | ||
Total stockholders' equity | 321,985 | 273,455 | $ 224,479 | $ 201,353 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 968,268 | $ 610,532 | ||
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 | ||||
Stockholders' equity: | ||||
Common stock | $ 35 | $ 30 | ||
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) | 34,417,302 | 29,520,833 | ||
Common stock, shares, outstanding (in shares) | 34,417,302 | 29,520,833 | ||
Class B Common Stock | ||||
Stockholders' equity: | ||||
Common stock | $ 3 | $ 8 | ||
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) | 3,145,197 | 7,557,347 | ||
Common stock, shares, outstanding (in shares) | 3,145,197 | 7,557,347 | ||
Parent Company | ||||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 | ||
Current assets: | ||||
Cash | $ 9,223 | $ 5,686 | ||
Accounts receivable | 1 | 0 | ||
Prepaid expenses | 206 | 135 | ||
Total current assets | 9,430 | 5,821 | ||
Due from SSE Holdings | 7,124 | 0 | ||
Deferred income taxes, net | 279,012 | 242,353 | ||
Investment in subsidiaries | 247,372 | 185,331 | ||
TOTAL ASSETS | 542,938 | 433,505 | ||
Current liabilities: | ||||
Accounts payable | 1 | 0 | ||
Accrued expenses | 44 | 171 | ||
Due to SSE Holdings | 9,652 | 3,534 | ||
Current portion of liabilities under tax receivable agreement | 7,777 | 5,804 | ||
Total current liabilities | 17,474 | 9,509 | ||
Liabilities under tax receivable agreement, net of current portion | 226,649 | 197,921 | ||
Total liabilities | 244,123 | 207,430 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 25, 2019 and December 26, 2018, respectively. | 0 | 0 | ||
Additional paid-in capital | 244,410 | 195,633 | ||
Retained earnings | 54,367 | 30,404 | ||
Total stockholders' equity | 298,815 | 226,075 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 542,938 | $ 433,505 | ||
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 | ||
Parent Company | Class A Common Stock | ||||
Stockholders' equity: | ||||
Common stock | $ 35 | $ 30 | ||
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) | 34,417,302 | 29,520,833 | ||
Common stock, shares, outstanding (in shares) | 34,417,302 | 29,520,833 | ||
Parent Company | Class B Common Stock | ||||
Stockholders' equity: | ||||
Common stock | $ 3 | $ 8 | ||
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) | 3,145,197 | 7,557,347 | ||
Common stock, shares, outstanding (in shares) | 3,145,197 | 7,557,347 |
SCHEDULE I_ CONDENSED FINANCI_3
SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT - STATEMENTS OF INCOME (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2019 | Sep. 25, 2019 | Jun. 26, 2019 | Mar. 27, 2019 | Dec. 26, 2018 | Sep. 26, 2018 | Jun. 27, 2018 | Mar. 28, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
General and administrative expenses | $ 65,649 | $ 52,720 | $ 39,003 | ||||||||
TOTAL EXPENSES | 568,834 | 427,599 | 324,997 | ||||||||
OPERATING INCOME | $ 488 | $ 8,164 | $ 11,871 | $ 5,162 | $ 2,836 | $ 9,343 | $ 13,018 | $ 6,514 | 25,685 | 31,711 | 33,813 |
Other income | 338 | 78 | 127,221 | ||||||||
Interest expense | (434) | (2,415) | (1,643) | ||||||||
INCOME BEFORE INCOME TAXES | 27,514 | 30,810 | 160,293 | ||||||||
Income tax expense | 3,386 | 8,862 | 151,409 | ||||||||
NET INCOME | $ (2,073) | $ 11,423 | $ 11,171 | $ 3,607 | $ (548) | $ 6,946 | $ 10,571 | $ 4,979 | 24,128 | 21,948 | 8,884 |
Parent Company | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Intercompany revenue | 2,018 | 2,055 | 1,466 | ||||||||
Revenues | 2,018 | 2,055 | 1,466 | ||||||||
General and administrative expenses | 1,683 | 1,933 | 1,692 | ||||||||
TOTAL EXPENSES | 1,683 | 1,933 | 1,692 | ||||||||
OPERATING INCOME | 335 | 122 | (226) | ||||||||
Equity in net income of subsidiaries | 19,831 | 21,537 | 22,090 | ||||||||
Other income | 808 | 78 | 127,221 | ||||||||
Interest expense | (150) | (14) | (50) | ||||||||
INCOME BEFORE INCOME TAXES | 20,824 | 21,723 | 149,035 | ||||||||
Income tax expense | 997 | 6,544 | 149,355 | ||||||||
NET INCOME | $ 19,827 | $ 15,179 | $ (320) |
SCHEDULE I_ CONDENSED FINANCI_4
SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT - STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 25, 2019 | Sep. 25, 2019 | Jun. 26, 2019 | Mar. 27, 2019 | Dec. 26, 2018 | Sep. 26, 2018 | Jun. 27, 2018 | Mar. 28, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | ||
Condensed Statement of Income Captions [Line Items] | ||||||||||||
Net income | $ (2,073,000) | $ 11,423,000 | $ 11,171,000 | $ 3,607,000 | $ (548,000) | $ 6,946,000 | $ 10,571,000 | $ 4,979,000 | $ 24,128,000 | $ 21,948,000 | $ 8,884,000 | |
Available-for-sale Securities: | ||||||||||||
Change in net unrealized holding losses | [1] | 0 | (3,000) | (94,000) | ||||||||
Less: reclassification adjustments for net realized losses included in net income | [1] | 0 | 16,000 | 47,000 | ||||||||
OTHER COMPREHENSIVE LOSS, NET OF TAX | 2,000 | 13,000 | (47,000) | |||||||||
COMPREHENSIVE INCOME | 24,130,000 | 21,961,000 | 8,837,000 | |||||||||
Income tax benefit | 0 | 0 | 0 | |||||||||
Parent Company | ||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||
Net income | 19,827,000 | 15,179,000 | (320,000) | |||||||||
Available-for-sale Securities: | ||||||||||||
Change in net unrealized holding losses | [1] | 0 | (3,000) | (67,000) | ||||||||
Less: reclassification adjustments for net realized losses included in net income | [1] | 0 | 13,000 | 33,000 | ||||||||
OTHER COMPREHENSIVE LOSS, NET OF TAX | [1] | 0 | 10,000 | (34,000) | ||||||||
COMPREHENSIVE INCOME | $ 19,827,000 | 15,189,000 | (354,000) | |||||||||
Income tax benefit | $ 0 | $ 0 | ||||||||||
[1] | Net of tax benefit of $0 for fiscal years ended December 25, 2019 , December 26, 2018 and December 27, 2017 . |
SCHEDULE I_ CONDENSED FINANCI_5
SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT - STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2019 | Sep. 25, 2019 | Jun. 26, 2019 | Mar. 27, 2019 | Dec. 26, 2018 | Sep. 26, 2018 | Jun. 27, 2018 | Mar. 28, 2018 | Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
OPERATING ACTIVITIES | |||||||||||
Net income | $ (2,073) | $ 11,423 | $ 11,171 | $ 3,607 | $ (548) | $ 6,946 | $ 10,571 | $ 4,979 | $ 24,128 | $ 21,948 | $ 8,884 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
Equity-based compensation | 7,505 | 6,143 | 5,623 | ||||||||
Deferred income taxes | (6,064) | 788 | 146,334 | ||||||||
Non-cash interest expense | 170 | 72 | 317 | ||||||||
Other non-cash income | (338) | (78) | (127,221) | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | 10,726 | 5,530 | 6,421 | ||||||||
Prepaid expenses and other current assets | 134 | (270) | 2,244 | ||||||||
Accounts Payable | 4,248 | 3,156 | 1,235 | ||||||||
Accrued expenses | 9,856 | 7,979 | 4,388 | ||||||||
Other current liabilities | 1,438 | 860 | (988) | ||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 89,857 | 85,395 | 70,878 | ||||||||
INVESTING ACTIVITIES | |||||||||||
NET CASH USED IN INVESTING ACTIVITIES | (80,686) | (86,604) | (61,943) | ||||||||
FINANCING ACTIVITIES | |||||||||||
Proceeds from stock option exercises | 9,201 | 5,472 | 7,585 | ||||||||
Payments under tax receivable agreement | (707) | 0 | (4,844) | ||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,178 | 4,452 | 965 | ||||||||
INCREASE IN CASH AND CASH EQUIVALENTS | 12,349 | 3,243 | 9,900 | ||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 24,750 | 21,507 | 24,750 | 21,507 | 11,607 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 37,099 | 24,750 | 37,099 | 24,750 | 21,507 | ||||||
Parent Company | |||||||||||
OPERATING ACTIVITIES | |||||||||||
Net income | 19,827 | 15,179 | (320) | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
Equity in net income of subsidiaries | (19,831) | (21,537) | (22,090) | ||||||||
Equity-based compensation | 279 | 252 | 234 | ||||||||
Deferred income taxes | (5,317) | 777 | 146,095 | ||||||||
Non-cash interest expense | 151 | 0 | 0 | ||||||||
Other non-cash income | (808) | (78) | (127,221) | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (1) | 0 | 2 | ||||||||
Prepaid expenses and other current assets | (71) | 0 | 5 | ||||||||
Due to/from SSE Holdings | (5,190) | (7,103) | (5,339) | ||||||||
Accounts Payable | 1 | 0 | 0 | ||||||||
Accrued expenses | 6,003 | 5,669 | 21 | ||||||||
Other current liabilities | 0 | 14 | (17) | ||||||||
Income taxes payable | 0 | 0 | 2,990 | ||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | (4,957) | (6,827) | (5,640) | ||||||||
INVESTING ACTIVITIES | |||||||||||
Purchases of LLC Interests from SSE Holdings | (29,481) | (11,142) | (5,522) | ||||||||
Return of investment in SSE Holdings | 0 | 2,053 | 4,101 | ||||||||
NET CASH USED IN INVESTING ACTIVITIES | (29,481) | (9,089) | (1,421) | ||||||||
FINANCING ACTIVITIES | |||||||||||
Proceeds from issuance of Class A common stock to SSE Holdings upon settlement of equity awards | 29,481 | 11,142 | 5,522 | ||||||||
Proceeds from stock option exercises | 9,201 | 5,472 | 7,586 | ||||||||
Payments under tax receivable agreement | (707) | 0 | (4,844) | ||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 37,975 | 16,614 | 8,264 | ||||||||
INCREASE IN CASH AND CASH EQUIVALENTS | 3,537 | 698 | 1,203 | ||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | $ 5,686 | $ 4,988 | 5,686 | 4,988 | 3,785 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 9,223 | $ 5,686 | $ 9,223 | $ 5,686 | $ 4,988 |
SCHEDULE I_ CONDENSED FINANCI_6
SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT - NOTES TO FINANCIAL STATEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | |
Class of Stock [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% | ||
Payments under tax receivable agreement | $ (707) | $ 0 | $ (4,844) |
Cash paid for: | |||
Income taxes | 3,044 | 3,272 | 2,261 |
Non-cash financing activities: | |||
Establishment of Liabilities Under Tax Receivable Agreement | $ 32,065 | 44,338 | 18,973 |
IPO | |||
Class of Stock [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% | ||
Class A Common Stock | Gramercy Tavern | |||
Non-cash investing activities: | |||
Class A common stock issued | $ 3 | 0 | 0 |
Class B Common Stock | Gramercy Tavern | |||
Non-cash financing activities: | |||
Cancellation of Class B common stock | (3) | 0 | 0 |
Parent Company | |||
Class of Stock [Line Items] | |||
Due to SSE Holdings | 9,652 | 3,534 | |
Intercompany revenue | 2,018 | 2,055 | 1,466 |
Equity in net income of subsidiaries | $ 19,831 | 21,537 | 22,090 |
Percentage of tax benefits due to equity owners | 85.00% | ||
Payments under tax receivable agreement | $ (707) | 0 | (4,844) |
Non-cash investing activities: | |||
Accrued contribution related to stock option exercises | 9,227 | 5,472 | 7,586 |
Non-cash contribution made in connection with equity awards granted to employees of SSE Holdings | 4,402 | 5,999 | 5,497 |
Parent Company | Class A Common Stock | Secondary Offering and Redemption of Units | |||
Non-cash investing activities: | |||
Class A common stock issued | 11,934 | 15,202 | 4,415 |
Parent Company | Class A Common Stock | Gramercy Tavern | |||
Non-cash investing activities: | |||
Class A common stock issued | 19,218 | 0 | 0 |
Parent Company | Class B Common Stock | USC Merger | |||
Non-cash financing activities: | |||
Cancellation of Class B common stock | (3) | 0 | 0 |
Parent Company | Class B Common Stock | Secondary Offering and Redemption of Units | |||
Non-cash financing activities: | |||
Cancellation of Class B common stock | (2) | (1) | |
Consolidation, Eliminations | Parent Company | |||
Class of Stock [Line Items] | |||
Intercompany revenue | 2,018 | ||
Equity in net income of subsidiaries | 19,831 | ||
Cash paid for: | |||
Income taxes | 233 | 185 | 253 |
Interest | 0 | 0 | 2 |
Non-cash financing activities: | |||
Establishment of Liabilities Under Tax Receivable Agreement | $ 32,065 | $ 44,338 | $ 18,973 |
SCHEDULE II_ VALUATION AND QU_2
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS (Details) - Deferred tax asset valuation allowance - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 25, 2019 | Dec. 26, 2018 | Dec. 27, 2017 | Dec. 28, 2016 | Dec. 30, 2015 | Dec. 31, 2014 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Balance at beginning of period | $ 6,925 | $ 10,114 | $ 15,568 | $ 23,155 | $ 0 | $ 0 |
Charged to costs and expenses | (4,654) | 782 | 0 | 90 | 0 | 0 |
Charged to other accounts | 0 | 0 | 3,455 | 1,965 | 39,700 | 0 |
Reductions | (1,317) | (3,971) | (8,909) | (9,642) | (16,545) | 0 |
Balance at end of period | 954 | $ 6,925 | $ 10,114 | $ 15,568 | $ 23,155 | $ 0 |
Reductions related to revaluation of tax reform | $ 4,780 |
Uncategorized Items - shak-2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (1,574,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 5,195,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 39,000 |
Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,059,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (439,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,136,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (1,174,000) |