Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 3 Months Ended | |
Mar. 30, 2022 | Apr. 27, 2022 | |
Document Information [Line Items] | ||
Security Exchange Name | NYSE | |
Trading Symbol | SHAK | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 | |
Entity Interactive Data Current | Yes | |
Local Phone Number | 747-7200 | |
City Area Code | 646 | |
Entity Address, Postal Zip Code | 10014 | |
Entity Tax Identification Number | 47-1941186 | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-36823 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Document type | 10-Q | |
Amendment flag | false | |
Document Period End Date | Mar. 30, 2022 | |
Document fiscal year focus | 2022 | |
Document fiscal period focus | Q1 | |
Entity registrant name | SHAKE SHACK INC. | |
Entity Address, Address Line One | 225 Varick Street | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity central index key | 0001620533 | |
Current fiscal year end date | --12-28 | |
Entity filer category | Large Accelerated Filer | |
Entity current reporting status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity common stock, shares outstanding (in shares) | 39,223,790 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity common stock, shares outstanding (in shares) | 2,906,587 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 30, 2022 | Dec. 29, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 279,251 | $ 302,406 |
Marketable securities | 79,676 | 80,000 |
Accounts receivable, net | 11,755 | 13,657 |
Inventories | 3,780 | 3,850 |
Prepaid expenses and other current assets | 12,155 | 9,763 |
Total current assets | 386,617 | 409,676 |
Property and equipment, net of accumulated depreciation of $236,933 and $222,768, respectively | 398,971 | 389,386 |
Operating lease assets | 346,128 | 347,277 |
Deferred income taxes, net | 304,166 | 298,668 |
Other assets | 13,846 | 12,563 |
TOTAL ASSETS | 1,449,728 | 1,457,570 |
Current liabilities: | ||
Accounts payable | 13,395 | 19,947 |
Accrued expenses | 38,997 | 36,892 |
Accrued wages and related liabilities | 16,032 | 14,638 |
Operating lease liabilities, current | 36,951 | 35,519 |
Other current liabilities | 20,586 | 14,501 |
Total current liabilities | 125,961 | 121,497 |
Long-term debt | 243,804 | 243,542 |
Long-term operating lease liabilities | 399,487 | 400,113 |
Liabilities under tax receivable agreement, net of current portion | 234,273 | 234,045 |
Other long-term liabilities | 20,944 | 22,773 |
Total liabilities | 1,024,469 | 1,021,970 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of March 30, 2022 and December 29, 2021. | 0 | 0 |
Additional paid-in capital | 406,981 | 405,940 |
Retained earnings (accumulated deficit) | (6,608) | 3,554 |
Accumulated other comprehensive income (loss) | 0 | 1 |
Total stockholders' equity attributable to Shake Shack Inc. | 400,415 | 409,537 |
Non-controlling interests | 24,844 | 26,063 |
Total equity | 425,259 | 435,600 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,449,728 | 1,457,570 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 39 | 39 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 3 | $ 3 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
TOTAL REVENUE | $ 203,391 | $ 155,282 |
Shack-level operating expenses: | ||
Food and paper costs | 59,884 | 44,630 |
Labor and related expenses | 60,465 | 46,382 |
Other operating expenses | 30,237 | 23,144 |
Occupancy and related expenses | 16,276 | 13,911 |
General and administrative expenses | 31,320 | 19,565 |
Depreciation and amortization expense | 16,855 | 13,726 |
Pre-opening costs | 2,712 | 3,576 |
Impairment and loss on disposal of assets | 577 | 369 |
TOTAL EXPENSES | 218,326 | 165,303 |
LOSS FROM OPERATIONS | (14,935) | (10,021) |
Other income (expense), net | (289) | 31 |
Interest expense | (355) | (515) |
LOSS BEFORE INCOME TAXES | (15,579) | (10,505) |
Benefit from income taxes | (4,297) | (11,080) |
NET INCOME (LOSS) | (11,282) | 575 |
Reallocation of net loss attributable to non-controlling interests from the assumed conversion of Class B shares | (1,120) | (734) |
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC. | $ (10,162) | $ 1,309 |
Earnings (loss) per share of Class A common stock: | ||
Basic (in dollars per share) | $ (0.26) | $ 0.03 |
Diluted (in dollars per share) | $ (0.26) | $ 0.01 |
Weighted average shares of Class A common stock outstanding: | ||
Basic (in shares) | 39,163 | 38,948 |
Diluted (in shares) | 39,163 | 42,789 |
Shack sales | ||
TOTAL REVENUE | $ 196,791 | $ 150,668 |
Licensing revenue | ||
TOTAL REVENUE | $ 6,600 | $ 4,614 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (11,282) | $ 575 |
Other comprehensive loss, net of tax(1): | ||
Change in foreign currency translation adjustment | (1) | (1) |
Net change | (1) | (1) |
OTHER COMPREHENSIVE LOSS | (1) | (1) |
COMPREHENSIVE INCOME (LOSS) | (11,283) | 574 |
Less: Comprehensive loss attributable to non-controlling interests | (1,120) | (734) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC. | $ (10,163) | $ 1,308 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 30, 2022USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Income tax benefit | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock [Member]Class A Common Stock | Common Stock [Member]Class B Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income | Non- Controlling Interest |
Beginning balance (shares) at Dec. 30, 2020 | 38,717,790 | 2,951,188 | |||||||
Beginning balance at Dec. 30, 2020 | $ 434,493 | $ 39 | $ 3 | $ 395,067 | $ 12,209 | $ 3 | $ 27,172 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 575 | 1,309 | (734) | ||||||
Other comprehensive income (loss): | |||||||||
Net change in foreign currency translation adjustment | (1) | (1) | |||||||
Equity-based compensation | 1,696 | 1,696 | |||||||
Activity under stock compensation plans (in shares) | 355,849 | ||||||||
Activity under stock compensation plans | 3,441 | 3,359 | 82 | ||||||
Redemption of LLC Interests (in shares) | (29,600) | (29,600) | |||||||
Redemption of LLC Interests | 0 | (36) | (36) | ||||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 213 | 213 | |||||||
Distributions paid to non-controlling interest holders | (467) | (467) | |||||||
Ending balance (shares) at Mar. 31, 2021 | 39,103,239 | 2,921,588 | |||||||
Ending balance at Mar. 31, 2021 | 439,950 | $ 39 | $ 3 | 400,371 | 13,518 | 2 | 26,017 | ||
Beginning balance (shares) at Dec. 30, 2020 | 38,717,790 | 2,951,188 | |||||||
Beginning balance at Dec. 30, 2020 | 434,493 | $ 39 | $ 3 | 395,067 | 12,209 | 3 | 27,172 | ||
Ending balance (shares) at Dec. 29, 2021 | 39,142,397 | 2,921,587 | 39,142,397 | 2,921,587 | |||||
Ending balance at Dec. 29, 2021 | 435,600 | $ 39 | $ 3 | 405,940 | 3,554 | 1 | 26,063 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (11,282) | (10,162) | (1,120) | ||||||
Other comprehensive income (loss): | |||||||||
Net change in foreign currency translation adjustment | (1) | (1) | |||||||
Equity-based compensation | 3,224 | 3,224 | |||||||
Activity under stock compensation plans (in shares) | 65,893 | ||||||||
Activity under stock compensation plans | (2,024) | (2,276) | 252 | ||||||
Redemption of LLC Interests (in shares) | (10,000) | (10,000) | |||||||
Redemption of LLC Interests | 0 | (49) | (49) | ||||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 44 | 44 | |||||||
Distributions paid to non-controlling interest holders | (302) | (302) | |||||||
Ending balance (shares) at Mar. 30, 2022 | 39,218,290 | 2,911,587 | 39,218,290 | 2,911,587 | |||||
Ending balance at Mar. 30, 2022 | $ 425,259 | $ 39 | $ 3 | $ 406,981 | $ (6,608) | $ 0 | $ 24,844 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net income (loss) (including amounts attributable to non-controlling interests) | $ (11,282) | $ 575 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation and amortization expense | 16,855 | 13,726 |
Amortization of debt issuance costs | 262 | 86 |
Capitalized Computer Software, Amortization | 332 | 313 |
Non-cash operating lease cost | 13,681 | 12,330 |
Equity-based compensation | 3,188 | 1,681 |
Deferred income taxes | 5,719 | (1,523) |
Non-cash interest expense | 5 | 337 |
Impairment and loss on disposal of assets | 577 | 369 |
Unrealized loss on equity securities | 400 | 46 |
Other non-cash income | (1) | (1) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,902 | 626 |
Inventories | 70 | 154 |
Prepaid expenses and other current assets | (2,392) | (731) |
Other assets | (2,111) | (216) |
Accounts payable | (2,862) | 1,474 |
Accrued expenses | (10,369) | (9,420) |
Accrued wages and related liabilities | 1,394 | 2,865 |
Other current liabilities | 5,312 | (158) |
Long-term operating lease liabilities | (11,726) | (10,754) |
Other long-term liabilities | (985) | (1,828) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 7,969 | 9,951 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (27,974) | (23,155) |
Purchases of marketable securities | (77) | (4,073) |
NET CASH USED IN INVESTING ACTIVITIES | (28,051) | (27,228) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible notes, net of discount | 0 | 243,750 |
Deferred financing costs | 0 | (70) |
Payments on principal of finance leases | (747) | (602) |
Distributions paid to non-controlling interest holders | (302) | (467) |
Debt issuance costs | 0 | (649) |
Proceeds from stock option exercises | 84 | 6,451 |
Payment, Tax Withholding, Share-based Payment Arrangement | (2,108) | (3,010) |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (3,073) | 245,403 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (23,155) | 228,126 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 302,406 | 146,873 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 279,251 | $ 374,999 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table sets forth supplemental cash flow information for the thirteen weeks ended March 30, 2022 and March 31, 2021: Thirteen Weeks Ended March 30 March 31 Cash paid for: Income taxes, net of refunds $ 936 $ 388 Interest, net of amounts capitalized 57 70 Non-cash investing activities: Accrued purchases of property and equipment 20,080 12,949 Capitalized equity-based compensation 25 9 Non-cash financing activities: Revolving Credit Facility amendment-related accrual — 112 Convertible Notes issuance-related accrual — 312 Establishment of liabilities under tax receivable agreement 228 1,094 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow Information | The following table sets forth supplemental cash flow information for the thirteen weeks ended March 30, 2022 and March 31, 2021: Thirteen Weeks Ended March 30 March 31 Cash paid for: Income taxes, net of refunds $ 936 $ 388 Interest, net of amounts capitalized 57 70 Non-cash investing activities: Accrued purchases of property and equipment 20,080 12,949 Capitalized equity-based compensation 25 9 Non-cash financing activities: Revolving Credit Facility amendment-related accrual — 112 Convertible Notes issuance-related accrual — 312 Establishment of liabilities under tax receivable agreement 228 1,094 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Mar. 30, 2022 | Dec. 29, 2021 |
Property and equipment, net of accumulated depreciation | $ 236,933 | $ 222,768 |
Preferred Stock, no par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (in shares) | 39,218,290 | 39,142,397 |
Common stock, shares, outstanding (in shares) | 39,218,290 | 39,142,397 |
Class B Common Stock | ||
Common stock par value (in dollars per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 |
Common stock, shares, issued (in shares) | 2,911,587 | 2,921,587 |
Common stock, shares, outstanding (in shares) | 2,911,587 | 2,921,587 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Cash paid for: | ||
Income taxes, net of refunds | $ 936 | $ 388 |
Interest, net of amounts capitalized | 57 | 70 |
Non-cash investing activities: | ||
Accrued purchases of property and equipment | 20,080 | 12,949 |
Capitalized equity-based compensation | 25 | 9 |
Non-cash financing activities: | ||
Revolving Credit Facility amendment-related accrual | 0 | 112 |
Convertible Notes issuance-related accrual | 0 | 312 |
Establishment of liabilities under tax receivable agreement | $ 228 | $ 1,094 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Shake Shack Inc. was formed on September 23, 2014 as a Delaware corporation for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of SSE Holdings, LLC and its subsidiaries ("SSE Holdings"). Shake Shack is the sole managing member of SSE Holdings and, as sole managing member, the Company operates and controls all of the business and affairs of SSE Holdings. As a result, the Company consolidates the financial results of SSE Holdings and reports a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. As of March 30, 2022 the Company owned 93.1% of SSE Holdings. Unless the context otherwise requires, "we," "us," "our," "Shake Shack," the "Company" and other similar references, refer to Shake Shack Inc. and, unless otherwise stated, all of its subsidiaries, including SSE Holdings. The Company operates and licenses Shake Shack restaurants ("Shacks"), which serve burgers, chicken, hot dogs, crinkle cut fries, shakes, frozen custard, beer, wine and more. As of March 30, 2022, there were 382 Shacks in operation, system-wide, of which 225 were domestic Company-operated Shacks, 27 were domestic licensed Shacks and 130 were international licensed Shacks. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Shake Shack Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and on a basis consistent in all material respects with the accounting policies described in its Annual Report on Form 10-K for the fiscal year ended December 29, 2021 ("2021 Form 10-K"). Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These interim Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in its 2021 Form 10-K. In the Company's opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. SSE Holdings is considered a variable interest entity. Shake Shack Inc. is the primary beneficiary as the Company has the majority economic interest in SSE Holdings and, as the sole managing member, has 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, the Company consolidates SSE Holdings. The assets and liabilities of SSE Holdings represent substantially all of the Company's consolidated assets and liabilities with the exception of certain deferred taxes and liabilities under the Tax Receivable Agreement. As of March 30, 2022 and December 29, 2021, the net assets of SSE Holdings were $363,632 and $376,857, respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreement. Refer to Note 6, Debt, for additional information. Fiscal Year The Company operates on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal 2022 contains 52 weeks and ends on December 28, 2022. Fiscal 2021 contained 52 weeks and ended on December 29, 2021. Unless otherwise stated, references to years in this report relate to fiscal years. Use of Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires 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. Recently Adopted Accounting Pronouncements The Company adopted the Accounting Standards Updates (“ASUs”) summarized below in fiscal 2022. Accounting Standards Update Description Date Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance (ASU 2021-10) This ASU requires certain disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions and the effect of the transactions on an entity’s financial statements. The guidance of this ASU is primarily related to disclosures of certain transactions with a government and therefore did not have a material impact on the financial statements. Refer to Note 10, Income Taxes , for disclosure of our accounting for the Employee Retention Credit received. December 30, 2021 |
REVENUE
REVENUE | 3 Months Ended |
Mar. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE 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 the Company expects to be entitled to in exchange for those goods or services. Revenue from Shack sales is recognized when payment is tendered at the point of sale, net of discounts as the performance obligation has been satisfied. Sales tax collected from guests 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 gift cards is deferred and recognized over time as redemptions occur. During fiscal 2022, we concluded we have accumulated a sufficient level of historical data from a large pool of homogeneous transactions to allow us to reasonably and objectively determine an estimated gift card breakage rate and the pattern of actual gift card redemptions. Accordingly, we will begin to recognize breakage income and reduce the related gift card liability for unredeemed gift cards in proportion to actual redemptions of gift cards. We will continue to review historical gift card redemption information at each reporting period to assess the continued appropriateness of the gift card breakage rate and pattern of redemption. In accordance with ASC 250, Accounting Changes and Error Corrections, we concluded that this accounting change represented a change in accounting estimate. As a result, we recorded a cumulative catch-up adjustment during the thirteen weeks ended March 30, 2022 that resulted in $1,281 of gift card breakage income. Inclusive of this cumulative catch-up, we recognized $1,309 of gift card breakage income during the thirteen weeks ended March 30, 2022. Gift card breakage income is included in Shack sales in the Condensed Consolidated Statement of Income (Loss). Licensing revenue includes 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 good or service transferred to the licensee 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 license and considered one performance obligation per Shack. The Company determines the transaction price for each contract, which is comprised of the initial territory fee, and an estimate of the total Shack opening fees the Company expects to be entitled to. The calculation of total Shack opening fees included in the transaction price requires judgment, as it is based on an estimated number of Shacks the Company expects the licensee to open. The transaction price is then allocated equally to each Shack expected to open. Because the Company is transferring a license to access intellectual property throughout a contractual term, the performance obligation is satisfied over time, starting when a Shack opens, through the end of the term of the license granted to the Shack. Therefore, 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 license agreement and payment for the Shack opening fees is received either in advance of or upon opening the related Shack. 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 the thirteen weeks ended March 30, 2022 and March 31, 2021, disaggregated by type was as follows: Thirteen Weeks Ended March 30 March 31 Shack sales $ 196,791 $ 150,668 Licensing revenue: Sales-based royalties 6,400 4,425 Initial territory and opening fees 200 189 Total revenue $ 203,391 $ 155,282 The aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of March 30, 2022 was $18,433. The Company expects to recognize this amount as revenue over a long-term period, as the license term for each Shack ranges from 5 to 20 years. This amount excludes any variable consideration related to sales-based royalties. Contract Balances Contract liabilities and receivables from contracts with customers were as follows: March 30 December 29 Shack sales receivables $ 6,639 $ 6,939 Licensing receivables, net of allowance for doubtful accounts 3,262 4,005 Gift card liability 1,847 3,297 Deferred revenue, current 837 763 Deferred revenue, long-term 13,277 12,669 Revenue recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021 that was included in the respective liability balances at the beginning of the period was as follows: Thirteen Weeks Ended March 30 March 31 Gift card liability (1) $ 1,506 $ 219 Deferred revenue 197 181 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis The carrying value of the Company's Cash and cash equivalents, Accounts receivable, net, Accounts payable and Accrued expenses approximates fair value due to the short-term nature of these financial instruments. As of March 30, 2022 and December 29, 2021, the Company held certain assets that are required to be measured at fair value on a recurring basis including Marketable securities, which consist of investments in equity securities. The fair value of these investments is measured using Level 1 inputs. The carrying value of these investments in equity securities approximates fair value. Assets measured at fair value on a recurring basis as of March 30, 2022 and December 29, 2021 were as follows: Fair Value Measurements March 30 December 29 Level 1 Level 1 Equity securities: Mutual funds $ 79,676 $ 80,000 Total Marketable securities $ 79,676 $ 80,000 Refer to Note 6, Debt, for additional information relating to the fair value of the Company's outstanding debt instruments. A summary of other income (expense) from equity securities recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021 was as follows: Thirteen Weeks Ended March 30 March 31 Equity securities: Dividend income $ 77 $ 74 Unrealized loss on equity securities (400) (46) Total $ (323) $ 28 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 3 Months Ended |
Mar. 30, 2022 | |
Supplemental Balance Sheet Disclosures [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | SUPPLEMENTAL BALANCE SHEET INFORMATION The components of Other current liabilities as of March 30, 2022 and December 29, 2021 were as follows: March 30 December 29 Sales tax payable $ 4,931 $ 4,575 Gift card liability 1,847 3,297 Current portion of financing equipment lease liabilities 2,697 2,711 Legal reserve 6,275 533 Other 4,836 3,385 Other current liabilities $ 20,586 $ 14,501 The components of Other long-term liabilities as of March 30, 2022 and December 29, 2021 were as follows: March 30 December 29 Deferred licensing revenue $ 13,277 $ 12,669 Long-term portion of financing equipment lease liabilities 4,246 4,303 Other 3,421 5,801 Other long-term liabilities $ 20,944 $ 22,773 |
DEBT
DEBT | 3 Months Ended |
Mar. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consisted of the following components: March 30 December 29 2021 Convertible Notes $ 250,000 $ 250,000 Discount and debt issuance costs, net of amortization 6,196 6,458 Total Long-term debt $ 243,804 $ 243,542 Convertible Notes In March 2021, the Company issued $250,000 aggregate principal amount of 0% Convertible Senior Notes due 2028 (“Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances. Upon conversion, the Company pays or delivers, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company's election. The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 1, 2027, only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company's Class A common stock, par value $0.001 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Convertible Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per one thousand dollar principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate for the Convertible Notes on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; and (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 1, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time, regardless of the foregoing circumstances. The Convertible Notes had an initial conversion rate of 5.8679 shares of Class A common stock per one thousand dollar principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $170.42 per share of Class A common stock. Shake Shack may not redeem the Convertible Notes prior to March 6, 2025. The Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, on or after March 6, 2025 if the last reported sale price of Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. In addition, if Shake Shack undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), subject to certain conditions, holders may require it to repurchase for cash all or any portion of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the Convertible Notes or if the Company delivers a notice of redemption in respect of some or all of the Convertible Notes, the Company will, in certain circumstances, increase the conversion rate of the Convertible Notes for a holder who elects to convert the Convertible Notes in connection with such a corporate event or convert the Convertible Notes called (or deemed called) for redemption during the related redemption period, as the case may be. Contemporaneously with the issuance of the Convertible Notes, Shake Shack Inc. entered into an intercompany note with SSE Holdings (“Intercompany Note”). SSE Holdings promises to pay Shake Shack Inc., for value received, the principal amount with interest of the Intercompany Note in March 2028. Shake Shack Inc. will exercise its right to convert the Intercompany Note to maintain at all times a one-to-one ratio between the number of common units, directly or indirectly, held by Shake Shack Inc. and the aggregate number of outstanding shares of common stock. As of March 30, 2022, the Convertible Notes had a gross principal balance of $250,000 and a balance of $243,804, net of unamortized discount and debt issuance costs of $6,196. Total amortization expense was $262 and $86 for the thirteen weeks ended March 30, 2022 and March 31, 2021, respectively, and was included in Interest expense in the Condensed Consolidated Statements of Income (Loss). In connection with the issuance of the Convertible Notes, the Company also incurred consulting and advisory fees of $236 for the thirteen weeks ended March 31, 2021 and was included in General and administrative expenses in the Condensed Consolidated Statements of Income (Loss). At March 30, 2022, the fair value of the Convertible Notes was approximately $200,025, based on external pricing data, including available quoted market prices of these instruments, and consideration of comparable debt instruments with similar interest rates and trading frequency, among other factors, and is classified as a Level 2 measurement within the fair value hierarchy. Revolving Credit Facility The Company also maintains a revolving credit facility agreement ("Revolving Credit Facility"). As of March 30, 2022 and December 29, 2021, no amounts were outstanding under the Revolving Credit Facility. As of March 30, 2022, the Revolving Credit Facility had unamortized deferred financing costs of $77 which were included in Other assets on the Condensed Consolidated Balance Sheets. Total interest expense related to the Revolving Credit Facility were $36 and $368 for the thirteen weeks ended March 30, 2022 and March 31, 2021, respectively. Interest expense for the thirteen weeks ended March 31, 2021 primarily included the write-off of previously capitalized costs on the Revolving Credit Facility. |
LEASES
LEASES | 3 Months Ended |
Mar. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Nature of Leases Shake Shack currently leases all of its domestic Company-operated Shacks, the home office and certain equipment under various non-cancelable lease agreements that expire on various dates through 2044. The Company evaluates 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. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether substantially all economic benefits from the use of the asset is obtained, and whether the Company has the right to direct the use of the asset. If these criteria are met and the Company has identified a lease, the contract is accounted for under the requirements of Accounting Standards Codification Topic 842. Upon possession of a leased asset, the Company determines whether the lease is an operating or finance lease. Real estate leases are classified as operating leases and most of the equipment leases are classified as finance leases. Generally, 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 the Company would exercise the renewal options. Real estate leases typically contain fixed minimum rent payments and/or contingent rent payments which are 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 from the date the Company takes possession of the leased property. Lease expense incurred before a Shack opens is recorded in Pre-opening costs on the Condensed Consolidated Statements of Income (Loss). Once a domestic Company-operated Shack opens, the straight-line lease expense and contingent rent, if applicable, is recorded in Occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss). Many of the leases also require the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in Occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss). The Company uses its incremental borrowing rate ("IBR") in determining the present value of future lease payments as there are no explicit rates provided in the leases. The IBR used to measure the lease liability 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 IBR is the Company's credit rating and is subject to judgment. The credit rating used to develop the IBR is determined by utilizing the credit ratings of other public companies with similar financial information as SSE Holdings. The Company expends cash for leasehold improvements to build out and equip leased properties. Generally, a portion of the leasehold improvements and building costs are reimbursed by the landlords through landlord incentives pursuant to agreed-upon terms in the lease agreements. Landlord incentives usually take the form of cash, full or partial credits against future minimum or contingent rents otherwise payable by the Company, or a combination thereof. In most cases, landlord incentives are received after the Company takes possession of the property and as milestones are met during the construction of the property. The Company includes 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 operating and finance lease assets and lease liabilities as of March 30, 2022 and December 29, 2021 were as follows: Classification March 30 December 29 Operating leases Operating lease assets $ 346,128 $ 347,277 Finance leases Property and equipment, net 6,733 6,810 Total right-of-use assets $ 352,861 $ 354,087 Operating leases: Operating lease liabilities, current $ 36,951 $ 35,519 Long-term operating lease liabilities 399,487 400,113 Finance leases: Other current liabilities 2,697 2,711 Other long-term liabilities 4,246 4,303 Total lease liabilities $ 443,381 $ 442,646 The components of lease expense for the thirteen weeks ended March 30, 2022 and March 31, 2021 were as follows: Thirteen Weeks Ended Classification March 30 March 31 Operating lease cost Occupancy and related expenses $ 13,681 $ 12,330 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 753 613 Interest on lease liabilities Interest expense 52 54 Variable lease cost Occupancy and related expenses Other operating expenses Pre-opening costs General and administrative expenses 3,504 2,851 Short-term lease cost Occupancy and related expenses 98 82 Total lease cost $ 18,088 $ 15,930 As of March 30, 2022, future minimum lease payments for operating and finance leases consisted of the following: Operating Leases Finance Leases 2022 (1) $ 34,003 $ 2,252 2023 64,088 2,205 2024 64,127 1,450 2025 62,986 718 2026 59,230 425 Thereafter 255,488 273 Total minimum payments 539,922 7,323 Less: imputed interest 111,396 392 Total lease liabilities $ 428,526 $ 6,931 (1) Operating leases are net of certain tenant allowance receivables that were reclassified to Other current assets as of March 30, 2022. As of March 30, 2022 the Company had additional operating lease commitments of $129,255 for non-cancelable leases without a possession date, which begin to commence in 2022. These lease commitments are consistent with the leases that have been executed thus far. A summary of lease terms and discount rates for operating and finance leases as of March 30, 2022 and December 29, 2021 were as follows: March 30 December 29 Weighted average remaining lease term (years): Operating leases 9.1 9.5 Finance leases 5.3 5.4 Weighted average discount rate: Operating leases 5.2 % 3.9 % Finance leases 3.1 % 3.1 % Supplemental cash flow information related to leases for the thirteen weeks ended March 30, 2022 and March 31, 2021 were as follows: Thirteen Weeks Ended March 30 March 31 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,525 $ 11,825 Operating cash flows from finance leases 52 54 Financing cash flows from finance leases 747 602 Right-of-use assets obtained in exchange for lease obligations: Operating leases 5,541 11,095 Finance leases 676 1,518 |
LEASES | LEASES Nature of Leases Shake Shack currently leases all of its domestic Company-operated Shacks, the home office and certain equipment under various non-cancelable lease agreements that expire on various dates through 2044. The Company evaluates 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. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether substantially all economic benefits from the use of the asset is obtained, and whether the Company has the right to direct the use of the asset. If these criteria are met and the Company has identified a lease, the contract is accounted for under the requirements of Accounting Standards Codification Topic 842. Upon possession of a leased asset, the Company determines whether the lease is an operating or finance lease. Real estate leases are classified as operating leases and most of the equipment leases are classified as finance leases. Generally, 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 the Company would exercise the renewal options. Real estate leases typically contain fixed minimum rent payments and/or contingent rent payments which are 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 from the date the Company takes possession of the leased property. Lease expense incurred before a Shack opens is recorded in Pre-opening costs on the Condensed Consolidated Statements of Income (Loss). Once a domestic Company-operated Shack opens, the straight-line lease expense and contingent rent, if applicable, is recorded in Occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss). Many of the leases also require the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in Occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss). The Company uses its incremental borrowing rate ("IBR") in determining the present value of future lease payments as there are no explicit rates provided in the leases. The IBR used to measure the lease liability 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 IBR is the Company's credit rating and is subject to judgment. The credit rating used to develop the IBR is determined by utilizing the credit ratings of other public companies with similar financial information as SSE Holdings. The Company expends cash for leasehold improvements to build out and equip leased properties. Generally, a portion of the leasehold improvements and building costs are reimbursed by the landlords through landlord incentives pursuant to agreed-upon terms in the lease agreements. Landlord incentives usually take the form of cash, full or partial credits against future minimum or contingent rents otherwise payable by the Company, or a combination thereof. In most cases, landlord incentives are received after the Company takes possession of the property and as milestones are met during the construction of the property. The Company includes 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 operating and finance lease assets and lease liabilities as of March 30, 2022 and December 29, 2021 were as follows: Classification March 30 December 29 Operating leases Operating lease assets $ 346,128 $ 347,277 Finance leases Property and equipment, net 6,733 6,810 Total right-of-use assets $ 352,861 $ 354,087 Operating leases: Operating lease liabilities, current $ 36,951 $ 35,519 Long-term operating lease liabilities 399,487 400,113 Finance leases: Other current liabilities 2,697 2,711 Other long-term liabilities 4,246 4,303 Total lease liabilities $ 443,381 $ 442,646 The components of lease expense for the thirteen weeks ended March 30, 2022 and March 31, 2021 were as follows: Thirteen Weeks Ended Classification March 30 March 31 Operating lease cost Occupancy and related expenses $ 13,681 $ 12,330 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 753 613 Interest on lease liabilities Interest expense 52 54 Variable lease cost Occupancy and related expenses Other operating expenses Pre-opening costs General and administrative expenses 3,504 2,851 Short-term lease cost Occupancy and related expenses 98 82 Total lease cost $ 18,088 $ 15,930 As of March 30, 2022, future minimum lease payments for operating and finance leases consisted of the following: Operating Leases Finance Leases 2022 (1) $ 34,003 $ 2,252 2023 64,088 2,205 2024 64,127 1,450 2025 62,986 718 2026 59,230 425 Thereafter 255,488 273 Total minimum payments 539,922 7,323 Less: imputed interest 111,396 392 Total lease liabilities $ 428,526 $ 6,931 (1) Operating leases are net of certain tenant allowance receivables that were reclassified to Other current assets as of March 30, 2022. As of March 30, 2022 the Company had additional operating lease commitments of $129,255 for non-cancelable leases without a possession date, which begin to commence in 2022. These lease commitments are consistent with the leases that have been executed thus far. A summary of lease terms and discount rates for operating and finance leases as of March 30, 2022 and December 29, 2021 were as follows: March 30 December 29 Weighted average remaining lease term (years): Operating leases 9.1 9.5 Finance leases 5.3 5.4 Weighted average discount rate: Operating leases 5.2 % 3.9 % Finance leases 3.1 % 3.1 % Supplemental cash flow information related to leases for the thirteen weeks ended March 30, 2022 and March 31, 2021 were as follows: Thirteen Weeks Ended March 30 March 31 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,525 $ 11,825 Operating cash flows from finance leases 52 54 Financing cash flows from finance leases 747 602 Right-of-use assets obtained in exchange for lease obligations: Operating leases 5,541 11,095 Finance leases 676 1,518 |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 3 Months Ended |
Mar. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTS Shake Shack is the sole managing member of SSE Holdings and, as a result, consolidates the financial results of SSE Holdings. The Company reports a non-controlling interest representing the economic interest in SSE Holdings held by the other members of SSE Holdings. The Third Amended and Restated Limited Liability Company Agreement, as further amended, (the "LLC Agreement") of SSE Holdings provides that holders of LLC Interests may, from time to time, require SSE Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, the Company will receive a corresponding number of LLC Interests, increasing the total ownership interest in SSE Holdings. Changes in the ownership interest in SSE Holdings while the Company retains its controlling interest in SSE Holdings will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Interests in SSE Holdings by the other members of SSE Holdings will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital. The following table summarizes the ownership interest in SSE Holdings as of March 30, 2022 and December 29, 2021. March 30, 2022 December 29, 2021 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests held by Shake Shack Inc. 39,218,290 93.1 % 39,142,397 93.1 % Number of LLC Interests held by non-controlling interest holders 2,911,587 6.9 % 2,921,587 6.9 % Total LLC Interests outstanding 42,129,877 100.0 % 42,063,984 100.0 % The weighted average ownership percentages for the applicable reporting periods are used to attribute Net income (loss) and Other comprehensive income (loss) to Shake Shack Inc. and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage for the thirteen weeks ended March 30, 2022 and March 31, 2021 was 6.9% and 7.0%, respectively. The following table summarizes the effects of changes in ownership of SSE Holdings on the Company's equity during the thirteen weeks ended March 30, 2022 and March 31, 2021. Thirteen Weeks Ended March 30 March 31 Net income (loss) attributable to Shake Shack Inc. $ (10,162) $ 1,309 Other comprehensive income (loss): Unrealized loss on foreign currency translation adjustment (1) (1) Transfers (to) from non-controlling interests: Increase in additional paid-in capital as a result of the redemption of LLC Interests 49 36 Increase (decrease) in additional paid-in capital as a result of activity under stock compensation plans and the related income tax effects (2,276) 3,359 Total effect of changes in ownership interest on equity (loss) attributable to Shake Shack Inc. $ (12,390) $ 4,703 The following table summarizes redemptions of LLC Interests activity during the thirteen weeks ended March 30, 2022 and March 31, 2021. Thirteen Weeks Ended March 30 March 31 Redemption and acquisition of LLC Interests Number of LLC Interests redeemed by non-controlling interest holders 10,000 29,600 Number of LLC Interests received by Shake Shack Inc. 10,000 29,600 Issuance of Class A common stock Shares of Class A common stock issued in connection with redemptions of LLC Interests 10,000 29,600 Cancellation of Class B common stock Shares of Class B common stock surrendered and canceled 10,000 29,600 |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 3 Months Ended |
Mar. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION A summary of equity-based compensation expense recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021 was as follows: Thirteen Weeks Ended March 30 March 31 Stock options $ — $ 20 Performance stock units 1,424 414 Restricted stock units 1,764 1,247 Equity-based compensation expense $ 3,188 $ 1,681 Total income tax benefit recognized related to equity-based compensation $ 56 $ 67 Equity-based compensation expense recorded during the thirteen weeks ended March 30, 2022 and March 31, 2021 was as follows: Thirteen Weeks Ended March 30 March 31 General and administrative expenses $ 2,991 $ 1,541 Labor and related expenses 197 140 Equity-based compensation expense $ 3,188 $ 1,681 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Shake Shack is the sole managing member of SSE Holdings and, as a result, consolidates 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 the Company, on a pro rata basis. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its 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. The Company is also subject to withholding taxes in foreign jurisdictions. The effective income tax rates for the thirteen weeks ended March 30, 2022 and March 31, 2021 were 27.6% and 105.5%, respectively. The decrease was primarily driven by a decrease in windfall benefits associated with equity-based compensation resulting in the accrual of a valuation allowance in our investment in the partnership as well as higher foreign tax expense, partly offset by an increase in pre-tax loss and higher tax credits. Additionally, an increase in the Company's ownership interest in SSE Holdings increases its share of the taxable income (loss) of SSE Holdings. The weighted average ownership interest in SSE Holdings was 93.1% and 93.0% for the thirteen weeks ended March 30, 2022 and March 31, 2021, respectively. Deferred Tax Assets and Liabilities During the thirteen weeks ended March 30, 2022, the Company acquired an aggregate of 75,893 LLC Interests in connection with the redemption of LLC Interests, and activity relating to its stock compensation plan. The Company recognized a deferred tax asset in the amount of $631 associated with the basis difference in its investment in SSE Holdings upon acquisition of these LLC Interests. As of March 30, 2022, the total deferred tax asset related to the basis difference in the Company's investment in SSE Holdings was $111,548. However, a portion of the total basis difference will only reverse upon the eventual sale of its interest in SSE Holdings, which the Company expects would result in a capital loss. As of March 30, 2022, the total valuation allowance established against the deferred tax asset to which this portion relates was $959. During the thirteen weeks ended March 30, 2022, the Company also recognized $62 of deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement and related deductions for imputed interest on such payments. Refer to "Tax Receivable Agreement," herein for additional information. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of March 30, 2022, the Company concluded, based on the weight of all available positive and negative evidence, that all of its deferred tax assets (except for those deferred tax assets described above relating to basis differences that are expected to result in a capital loss upon eventual sale of its interest in SSE Holdings, New York City UBT credits and certain foreign tax credits) are more likely than not to be realized. As such, no additional valuation allowance was recognized. Tax Receivable Agreement Pursuant to the Company's election under Section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of SSE Holdings when LLC Interests are redeemed or exchanged by the other members of SSE Holdings. The Company plans to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. The Company intends to treat any redemptions and exchanges of LLC Interests as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid 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, the Company entered into a tax receivable agreement with certain of the then-existing members of SSE Holdings (the "Tax Receivable Agreement") that provides for the payment by the Company of 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of (i) increases in the Company's 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"). The Company expects to benefit from the remaining 15% of any tax benefits that may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in SSE Holdings or the Company. The rights of each member of SSE Holdings that is a party to the Tax Receivable Agreement, are assignable to transferees of their respective LLC Interests. During the thirteen weeks ended March 30, 2022, the Company acquired an aggregate of 10,000 LLC Interests in connection with the redemption of LLC Interests, which resulted in an increase in the tax basis of its investment in SSE Holdings subject to the provisions of the Tax Receivable Agreement. The Company recognized an additional liability in the amount of $228 for the TRA Payments due to the redeeming members, representing 85% of the aggregate tax benefits the Company expects 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 estimates of future taxable income. During the thirteen weeks ended March 30, 2022 and March 31, 2021, inclusive of interest, no payments were made to the members of SSE Holdings pursuant to the Tax Receivable Agreement. As of March 30, 2022, the total amount of TRA Payments due under the Tax Receivable Agreement, was $234,273. Refer to Note 13, Commitments and Contingencies, for additional information relating to the liabilities under the Tax Receivable Agreement. CARES Act On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit (“ERC”), which allows for employers to claim a refundable tax credit against the employer share of Social Security tax equal to 70% of the qualified wages paid to employees after December 31, 2020 through September 30, 2021. The ERC was designed to encourage businesses to keep employees on the payroll during the COVID-19 pandemic. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, we account for the ERC by analogy to International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it has reasonable assurance for receipt of the ERC and recorded the ERC benefit of $500 within Labor and other related expenses in the Condensed Consolidated Statement of Income (Loss) for the thirteen weeks ended March 30, 2022 as an offset to Social Security tax expense. We recorded a corresponding accrual for the benefit expected to be received within Accrued wages and related liabilities on the Condensed Consolidated Balance Sheet as of March 30, 2022. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS (LOSS) PER SHAREThe following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A common stock (in thousands, except per share amounts) for the thirteen weeks ended March 30, 2022 and March 31, 2021. Thirteen Weeks Ended March 30 March 31 Numerator: Net income (loss) attributable to Shake Shack Inc.—basic $ (10,162) $ 1,309 Reallocation of net loss attributable to non-controlling interests from the assumed conversion of Class B shares (1,120) (734) Net income (loss) attributable to Shake Shack Inc.—diluted $ (11,282) $ 575 Denominator: Weighted average shares of Class A common stock outstanding—basic 39,163 38,948 Effect of dilutive securities: Stock options — 232 Performance stock units — 53 Restricted stock units — 164 Convertible Notes — 451 Shares of Class B common stock — 2,941 Weighted average shares of Class A common stock outstanding—diluted 39,163 42,789 Earnings (loss) per share of Class A common stock—basic $ (0.26) $ 0.03 Earnings (loss) per share of Class A common stock—diluted $ (0.26) $ 0.01 The effect of potential share settlement of the Convertible Notes outstanding for the period is included as potentially dilutive shares of Class A common stock under application of the if-converted method in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive. Refer to Note 6, Debt, for additional information. Shares of 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 (loss) per share of Class B common stock under the two-class method has not been presented. However, shares of Class B common stock outstanding for the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method and are included in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive. The following table presents potentially dilutive securities excluded from the computations of diluted earnings (loss) per share of Class A common stock for the thirteen weeks ended March 30, 2022 and March 31, 2021. Thirteen Weeks Ended March 30 March 31 Stock options 149,731 (1) 1,698 (2) Performance stock units 165,108 (1) 51,974 (3) Restricted stock units 401,716 (1) — Shares of Class B common stock 2,911,587 (1) — Convertible notes 1,466,975 (1) — (1) Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive. (2) Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) 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"). (3) Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the performance conditions associated with these awards were not met assuming the end of the reporting period was the end of the performance period. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Commitments The Company is obligated under various operating leases for Shacks and the home office space, expiring in various years through 2044. Under certain of these leases, the Company is liable for contingent rent based on a percentage of sales in excess of specified thresholds and are typically responsible for its proportionate share of real estate taxes, common area maintenance costs and other occupancy costs. Refer to Note 7, Leases, for additional information. As security under the terms of one of the leases, the Company is obligated under a letter of credit totaling $130 as of March 30, 2022, which expires in February 2026. Additionally, in September 2017, the Company entered into a letter of credit in conjunction with the new home office lease in the amount of $603, which expires in August 2022 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. The Company also enters into long-term, exclusive contracts with certain vendors to supply food, beverages and paper goods, obligating the Company to purchase specified quantities. Legal Contingencies During the thirteen weeks ended March 30, 2022, an accrual in the amount of $6,000 was recorded in connection with settling a private action relating to New York City’s predictive scheduling laws. We are also involved in a related regulatory matter, which, at this time, we are not able to reasonably estimate the outcome of, including any potential financial liability. As a result, no amount has been accrued as of March 30, 2022 and December 29, 2021 relating to this matter. We are subject to various legal proceedings, claims and liabilities, involving employees and guests alike, which arise in the ordinary course of business and are generally covered by insurance. As of March 30, 2022, the amount of the ultimate liability with respect to these matters was not material. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Union Square Hospitality Group The Chairman of the 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, set forth below, are considered related parties. Hudson Yards Sports and Entertainment In fiscal 2011, Shake Shack 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 the Company a license fee based on a percentage of net food sales, as defined in the MLA. HYC also pays a percentage of profits on sales of branded beverages, as defined in the MLA. Thirteen Weeks Ended Classification March 30 March 31 Amounts received from HYC Licensing revenue $ 104 $ — Classification March 30 December 29 Amounts due from HYC Accounts receivable, net $ 25 $ 90 Madison Square Park Conservancy The Chairman of the Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which Shake Shack has a license agreement and pays license fees to operate the Madison Square Park Shack. No amounts were due to MSP Conservancy as of both March 30, 2022 and December 29, 2021. Thirteen Weeks Ended Classification March 30 March 31 Amounts paid to MSP Conservancy Occupancy and related expenses $ 220 $ 215 Olo, Inc. The Chairman of the Board of Directors serves as a director of Olo, Inc. (formerly known as "Mobo Systems, Inc."), a platform the Company uses in connection with its mobile ordering application. Thirteen Weeks Ended Classification March 30 March 31 Amounts paid to Olo, Inc. Other operating expenses $ 134 $ 147 Classification March 30 December 29 Amounts due to Olo, Inc. Accounts payable $ — $ 33 Block, Inc. The Company's Chief Executive Officer is a member of the board of directors of Block, Inc. (formerly known as "Square, Inc."). We currently use certain point-of-sale applications, payment processing services, hardware and other enterprise platform services in connection with its kiosk technology, sales for certain off-site events and the processing of a limited amount of sales at certain locations. Thirteen Weeks Ended Classification March 30 March 31 Amounts paid to Block, Inc. Other operating expenses $ 825 $ 462 Classification March 30 December 29 Amounts due to Block, Inc. Accounts payable $ 44 $ 52 USHG Acquisition Corp. The Company's Chief Executive Officer has been appointed to the board of directors of USHG Acquisition Corp. in which the Company's Chairman of the Board of Directors serves as the chairman of the board of directors of USHG Acquisition Corp. USHG Acquisition Corp. is a newly organized blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. No amounts were paid to USHG Acquisition Corp. during the thirteen weeks ended March 30, 2022 and March 31, 2021. No amounts were due to or due from USHG Acquisition Corp. as of both March 30, 2022 and December 29, 2021. Tax Receivable Agreement The Company entered into a Tax Receivable Agreement that provides for the payment by the Company of 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of certain transactions. Refer to Note 10, Income Taxes, for additional information. No amounts were paid to members during the thirteen weeks ended March 30, 2022 and March 31, 2021. Classification March 30 December 29 Amounts due under the Tax Receivable Agreement Other current liabilities $ 234,273 $ 234,045 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 March 30, 2022 and December 29, 2021, respectively. Thirteen Weeks Ended Classification March 30 March 31 Amounts paid to non-controlling interest holders Non-controlling interests $ 302 $ 467 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Shake Shack Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and on a basis consistent in all material respects with the accounting policies described in its Annual Report on Form 10-K for the fiscal year ended December 29, 2021 ("2021 Form 10-K"). Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These interim Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in its 2021 Form 10-K. In the Company's opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. SSE Holdings is considered a variable interest entity. Shake Shack Inc. is the primary beneficiary as the Company has the majority economic interest in SSE Holdings and, as the sole managing member, has 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, the Company consolidates SSE Holdings. The assets and liabilities of SSE Holdings represent substantially all of the Company's consolidated assets and liabilities with the exception of certain deferred taxes and liabilities under the Tax Receivable Agreement. As of March 30, 2022 and December 29, 2021, the net assets of SSE Holdings were $363,632 and $376,857, respectively. The assets of SSE Holdings are subject to certain restrictions in SSE Holdings' revolving credit agreement. Refer to Note 6, Debt, for additional information. |
Fiscal Year | Fiscal Year The Company operates on a 52/53 week fiscal year ending on the last Wednesday in December. Fiscal 2022 contains 52 weeks and ends on December 28, 2022. Fiscal 2021 contained 52 weeks and ended on December 29, 2021. Unless otherwise stated, references to years in this report relate to fiscal years. |
Use of Estimates | Use of Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires 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. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted the Accounting Standards Updates (“ASUs”) summarized below in fiscal 2022. Accounting Standards Update Description Date Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance (ASU 2021-10) This ASU requires certain disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions and the effect of the transactions on an entity’s financial statements. The guidance of this ASU is primarily related to disclosures of certain transactions with a government and therefore did not have a material impact on the financial statements. Refer to Note 10, Income Taxes , for disclosure of our accounting for the Employee Retention Credit received. December 30, 2021 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021, disaggregated by type was as follows: Thirteen Weeks Ended March 30 March 31 Shack sales $ 196,791 $ 150,668 Licensing revenue: Sales-based royalties 6,400 4,425 Initial territory and opening fees 200 189 Total revenue $ 203,391 $ 155,282 |
Schedule of Contract with Customer, Asset and Liability | Contract liabilities and receivables from contracts with customers were as follows: March 30 December 29 Shack sales receivables $ 6,639 $ 6,939 Licensing receivables, net of allowance for doubtful accounts 3,262 4,005 Gift card liability 1,847 3,297 Deferred revenue, current 837 763 Deferred revenue, long-term 13,277 12,669 Revenue recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021 that was included in the respective liability balances at the beginning of the period was as follows: Thirteen Weeks Ended March 30 March 31 Gift card liability (1) $ 1,506 $ 219 Deferred revenue 197 181 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured On A Recurring Basis | Assets measured at fair value on a recurring basis as of March 30, 2022 and December 29, 2021 were as follows: Fair Value Measurements March 30 December 29 Level 1 Level 1 Equity securities: Mutual funds $ 79,676 $ 80,000 Total Marketable securities $ 79,676 $ 80,000 |
Schedule of Other Income From Available for Sale Securities | A summary of other income (expense) from equity securities recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021 was as follows: Thirteen Weeks Ended March 30 March 31 Equity securities: Dividend income $ 77 $ 74 Unrealized loss on equity securities (400) (46) Total $ (323) $ 28 |
SUPPLEMENTAL BALANCE SHEET IN_2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
Supplemental Balance Sheet Disclosures [Abstract] | |
Supplemental Balance Sheet Information | The components of Other current liabilities as of March 30, 2022 and December 29, 2021 were as follows: March 30 December 29 Sales tax payable $ 4,931 $ 4,575 Gift card liability 1,847 3,297 Current portion of financing equipment lease liabilities 2,697 2,711 Legal reserve 6,275 533 Other 4,836 3,385 Other current liabilities $ 20,586 $ 14,501 The components of Other long-term liabilities as of March 30, 2022 and December 29, 2021 were as follows: March 30 December 29 Deferred licensing revenue $ 13,277 $ 12,669 Long-term portion of financing equipment lease liabilities 4,246 4,303 Other 3,421 5,801 Other long-term liabilities $ 20,944 $ 22,773 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following components: March 30 December 29 2021 Convertible Notes $ 250,000 $ 250,000 Discount and debt issuance costs, net of amortization 6,196 6,458 Total Long-term debt $ 243,804 $ 243,542 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost | A summary of operating and finance lease assets and lease liabilities as of March 30, 2022 and December 29, 2021 were as follows: Classification March 30 December 29 Operating leases Operating lease assets $ 346,128 $ 347,277 Finance leases Property and equipment, net 6,733 6,810 Total right-of-use assets $ 352,861 $ 354,087 Operating leases: Operating lease liabilities, current $ 36,951 $ 35,519 Long-term operating lease liabilities 399,487 400,113 Finance leases: Other current liabilities 2,697 2,711 Other long-term liabilities 4,246 4,303 Total lease liabilities $ 443,381 $ 442,646 The components of lease expense for the thirteen weeks ended March 30, 2022 and March 31, 2021 were as follows: Thirteen Weeks Ended Classification March 30 March 31 Operating lease cost Occupancy and related expenses $ 13,681 $ 12,330 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 753 613 Interest on lease liabilities Interest expense 52 54 Variable lease cost Occupancy and related expenses Other operating expenses Pre-opening costs General and administrative expenses 3,504 2,851 Short-term lease cost Occupancy and related expenses 98 82 Total lease cost $ 18,088 $ 15,930 March 30 December 29 Weighted average remaining lease term (years): Operating leases 9.1 9.5 Finance leases 5.3 5.4 Weighted average discount rate: Operating leases 5.2 % 3.9 % Finance leases 3.1 % 3.1 % Supplemental cash flow information related to leases for the thirteen weeks ended March 30, 2022 and March 31, 2021 were as follows: Thirteen Weeks Ended March 30 March 31 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,525 $ 11,825 Operating cash flows from finance leases 52 54 Financing cash flows from finance leases 747 602 Right-of-use assets obtained in exchange for lease obligations: Operating leases 5,541 11,095 Finance leases 676 1,518 |
Lessee, Operating Lease, Liability, Maturity | As of March 30, 2022, future minimum lease payments for operating and finance leases consisted of the following: Operating Leases Finance Leases 2022 (1) $ 34,003 $ 2,252 2023 64,088 2,205 2024 64,127 1,450 2025 62,986 718 2026 59,230 425 Thereafter 255,488 273 Total minimum payments 539,922 7,323 Less: imputed interest 111,396 392 Total lease liabilities $ 428,526 $ 6,931 (1) Operating leases are net of certain tenant allowance receivables that were reclassified to Other current assets as of March 30, 2022. |
Finance Lease, Liability, Maturity | As of March 30, 2022, future minimum lease payments for operating and finance leases consisted of the following: Operating Leases Finance Leases 2022 (1) $ 34,003 $ 2,252 2023 64,088 2,205 2024 64,127 1,450 2025 62,986 718 2026 59,230 425 Thereafter 255,488 273 Total minimum payments 539,922 7,323 Less: imputed interest 111,396 392 Total lease liabilities $ 428,526 $ 6,931 (1) Operating leases are net of certain tenant allowance receivables that were reclassified to Other current assets as of March 30, 2022. |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership Interests in SSE Holdings | The following table summarizes the ownership interest in SSE Holdings as of March 30, 2022 and December 29, 2021. March 30, 2022 December 29, 2021 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests held by Shake Shack Inc. 39,218,290 93.1 % 39,142,397 93.1 % Number of LLC Interests held by non-controlling interest holders 2,911,587 6.9 % 2,921,587 6.9 % Total LLC Interests outstanding 42,129,877 100.0 % 42,063,984 100.0 % |
Schedule of Non-Controlling Interest | The following table summarizes the effects of changes in ownership of SSE Holdings on the Company's equity during the thirteen weeks ended March 30, 2022 and March 31, 2021. Thirteen Weeks Ended March 30 March 31 Net income (loss) attributable to Shake Shack Inc. $ (10,162) $ 1,309 Other comprehensive income (loss): Unrealized loss on foreign currency translation adjustment (1) (1) Transfers (to) from non-controlling interests: Increase in additional paid-in capital as a result of the redemption of LLC Interests 49 36 Increase (decrease) in additional paid-in capital as a result of activity under stock compensation plans and the related income tax effects (2,276) 3,359 Total effect of changes in ownership interest on equity (loss) attributable to Shake Shack Inc. $ (12,390) $ 4,703 |
Redemption of LLC Interests | The following table summarizes redemptions of LLC Interests activity during the thirteen weeks ended March 30, 2022 and March 31, 2021. Thirteen Weeks Ended March 30 March 31 Redemption and acquisition of LLC Interests Number of LLC Interests redeemed by non-controlling interest holders 10,000 29,600 Number of LLC Interests received by Shake Shack Inc. 10,000 29,600 Issuance of Class A common stock Shares of Class A common stock issued in connection with redemptions of LLC Interests 10,000 29,600 Cancellation of Class B common stock Shares of Class B common stock surrendered and canceled 10,000 29,600 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation Expense Recognized | A summary of equity-based compensation expense recognized during the thirteen weeks ended March 30, 2022 and March 31, 2021 was as follows: Thirteen Weeks Ended March 30 March 31 Stock options $ — $ 20 Performance stock units 1,424 414 Restricted stock units 1,764 1,247 Equity-based compensation expense $ 3,188 $ 1,681 Total income tax benefit recognized related to equity-based compensation $ 56 $ 67 Equity-based compensation expense recorded during the thirteen weeks ended March 30, 2022 and March 31, 2021 was as follows: Thirteen Weeks Ended March 30 March 31 General and administrative expenses $ 2,991 $ 1,541 Labor and related expenses 197 140 Equity-based compensation expense $ 3,188 $ 1,681 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 30, 2022 | |
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 (loss) per share of Class A common stock (in thousands, except per share amounts) for the thirteen weeks ended March 30, 2022 and March 31, 2021. Thirteen Weeks Ended March 30 March 31 Numerator: Net income (loss) attributable to Shake Shack Inc.—basic $ (10,162) $ 1,309 Reallocation of net loss attributable to non-controlling interests from the assumed conversion of Class B shares (1,120) (734) Net income (loss) attributable to Shake Shack Inc.—diluted $ (11,282) $ 575 Denominator: Weighted average shares of Class A common stock outstanding—basic 39,163 38,948 Effect of dilutive securities: Stock options — 232 Performance stock units — 53 Restricted stock units — 164 Convertible Notes — 451 Shares of Class B common stock — 2,941 Weighted average shares of Class A common stock outstanding—diluted 39,163 42,789 Earnings (loss) per share of Class A common stock—basic $ (0.26) $ 0.03 Earnings (loss) per share of Class A common stock—diluted $ (0.26) $ 0.01 The following table presents potentially dilutive securities excluded from the computations of diluted earnings (loss) per share of Class A common stock for the thirteen weeks ended March 30, 2022 and March 31, 2021. Thirteen Weeks Ended March 30 March 31 Stock options 149,731 (1) 1,698 (2) Performance stock units 165,108 (1) 51,974 (3) Restricted stock units 401,716 (1) — Shares of Class B common stock 2,911,587 (1) — Convertible notes 1,466,975 (1) — (1) Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive. (2) Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) 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"). (3) Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the performance conditions associated with these awards were not met assuming the end of the reporting period was the end of the performance period. |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) $ in Thousands | 3 Months Ended |
Mar. 30, 2022USD ($)Restaurant | |
Class of Stock [Line Items] | |
Number of restaurants | 382 |
Cumulative catch-up adjustment | $ | $ 1,281 |
Gift card breakage income | $ | $ 1,309 |
United States | Company-operated | |
Class of Stock [Line Items] | |
Number of restaurants | 225 |
United States | Licensed | |
Class of Stock [Line Items] | |
Number of restaurants | 27 |
Non-United States | Licensed | |
Class of Stock [Line Items] | |
Number of restaurants | 130 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 30, 2022 | Dec. 29, 2021 |
Variable Interest Entity [Line Items] | ||
Net assets held by SSE holders | $ 1,449,728 | $ 1,457,570 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Net assets held by SSE holders | $ 363,632 | $ 376,857 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | Mar. 30, 2022 | Dec. 29, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other long-term liabilities | $ 20,944 | $ 22,773 |
Other current liabilities | 20,586 | $ 14,501 |
Revenue, remaining performance obligation | $ 18,433 | |
Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
License term | 5 years | |
Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
License term | 20 years |
REVENUE - Schedule of Revenue R
REVENUE - Schedule of Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 203,391 | $ 155,282 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 203,391 | $ 155,282 |
Shack Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 196,791 | 150,668 |
Sales-Based Royalties [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 6,400 | 4,425 |
Initial territory and opening fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 200 | $ 189 |
REVENUE - Schedule of Respectiv
REVENUE - Schedule of Respective Liability Balances (Details) - USD ($) $ in Thousands | Mar. 30, 2022 | Dec. 29, 2021 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Gift card liability | $ 1,847 | $ 3,297 |
Deferred revenue, current | 837 | 763 |
Deferred revenue, long-term | 13,277 | 12,669 |
Shack Sales [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract with customer, asset, net | 6,639 | 6,939 |
Licensing receivables, net of allowance for doubtful accounts | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract with customer, asset, net | $ 3,262 | $ 4,005 |
REVENUE - Liability Balance (De
REVENUE - Liability Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Gift card liability(1) | $ 1,506 | $ 219 |
Deferred revenue | $ 197 | $ 181 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets Measured On a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 30, 2022 | Dec. 29, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 79,676 | $ 80,000 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 79,676 | 80,000 |
Level 1 | Mutual Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 79,676 | $ 80,000 |
FAIR VALUE MEASUREMENTS - Other
FAIR VALUE MEASUREMENTS - Other Income From Available For Sale Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Available-for-sale securities | ||
Unrealized loss on equity securities | $ (400) | $ (46) |
Total | (289) | 31 |
Available-for-sale Securities | ||
Available-for-sale securities | ||
Dividend income | 77 | 74 |
Unrealized loss on equity securities | (400) | (46) |
Total | $ (323) | $ 28 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Asset impairment charges | $ 0 | $ 0 |
SUPPLEMENTAL BALANCE SHEET IN_3
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Mar. 30, 2022 | Dec. 29, 2021 |
Other Liabilities, Current | ||
Sales tax payable | $ 4,931 | $ 4,575 |
Gift card liability | 1,847 | 3,297 |
Current portion of financing equipment lease liabilities | $ 2,697 | $ 2,711 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Legal reserve | $ 6,275 | $ 533 |
Other | 4,836 | 3,385 |
Other current liabilities | $ 20,586 | $ 14,501 |
SUPPLEMENTAL BALANCE SHEET IN_4
SUPPLEMENTAL BALANCE SHEET INFORMATION Other long-term liabilities (Details) - USD ($) $ in Thousands | Mar. 30, 2022 | Dec. 29, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Deferred licensing revenue | $ 13,277 | $ 12,669 |
Long-term portion of financing equipment lease liabilities | $ 4,246 | $ 4,303 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Other | $ 3,421 | $ 5,801 |
Other Liabilities, Noncurrent | $ 20,944 | $ 22,773 |
DEBT (Details)
DEBT (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 30, 2022 | Mar. 31, 2021 | Dec. 29, 2021 | |
Debt Instrument [Line Items] | ||||
Notes payable | $ 243,804 | $ 243,542 | ||
Interest costs incurred | 36 | $ 368 | ||
Payments of Financing Costs | $ 0 | $ 70 | ||
0% Convertible Senior Notes | Private Placement | ||||
Debt Instrument [Line Items] | ||||
Conversion rate | 5,867.9000 | |||
Class A Common Stock | ||||
Debt Instrument [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance cost | $ 77 |
DEBT - Long Term Debt (Details)
DEBT - Long Term Debt (Details) - 0% Convertible Senior Notes - Private Placement - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 30, 2022 | Dec. 29, 2021 | |
Debt Instrument [Line Items] | ||
2021 Convertible Notes | $ 250,000 | $ 250,000 |
Debt issuance costs | 6,196 | 6,458 |
Total Long-term debt | $ 243,804 | $ 243,542 |
DEBT - Convertible Notes (Detai
DEBT - Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 30, 2022 | Mar. 31, 2021 | Dec. 29, 2021 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 262 | $ 86 | ||
Fair value of convertible notes | 200,025 | |||
0% Convertible Senior Notes | Private Placement | ||||
Debt Instrument [Line Items] | ||||
Stock issued during period | 250,000 | $ 250,000 | ||
Conversion rate | 5,867.9000 | |||
Conversion of stock, price per share | $ 170,420 | |||
Total Long-term debt | 243,804 | 243,542 | ||
Debt issuance costs | 6,196 | $ 6,458 | ||
Amortization of debt issuance costs | $ 262 | 86 | ||
Consulting and advisory fees | $ 236 | |||
Class A Common Stock | ||||
Debt Instrument [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Lease Narrative (Details)
Lease Narrative (Details) | 3 Months Ended |
Mar. 30, 2022option | |
Operating Leased Assets [Line Items] | |
Number of renewal options | 2 |
Renewal term | 5 years |
Minimum | |
Operating Leased Assets [Line Items] | |
Term of contract | 10 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Term of contract | 15 years |
Lease Cost (Details)
Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 30, 2022 | Mar. 31, 2021 | Dec. 29, 2021 | |
Leases [Abstract] | |||
Finance leases | $ 6,733 | $ 6,810 | |
Operating leases | 346,128 | 347,277 | $ 347,277 |
Total right-of-use assets | 352,861 | 354,087 | |
Other current liabilities, finance leases | 2,697 | 2,711 | |
Other long-term liabilities, finance leases | 4,246 | 4,303 | |
Operating lease liabilities, current | 36,951 | 35,519 | 35,519 |
Long-term operating lease liabilities | 399,487 | 400,113 | $ 400,113 |
Finance leases | 6,931 | ||
Operating leases | 428,526 | ||
Total lease liabilities | 443,381 | 442,646 | |
Finance lease cost: | |||
Amortization of right-of-use assets | 753 | 613 | |
Interest on lease liabilities | 52 | 54 | |
Operating lease cost | 13,681 | 12,330 | |
Short-term lease cost | 98 | 82 | |
Variable lease cost | 3,504 | 2,851 | |
Total lease cost | $ 18,088 | 15,930 | |
Weighted Average Lease Term [Abstract] | |||
Finance leases | 5 years 3 months 18 days | 5 years 4 months 24 days | |
Operating leases | 9 years 1 month 6 days | 9 years 6 months | |
Weighted Average Discount Rate [Abstract] | |||
Finance leases | 3.10% | 3.10% | |
Operating leases | 5.20% | 3.90% | |
Operating cash flows from finance leases | $ 52 | 54 | |
Operating cash flows from operating leases | 13,525 | 11,825 | |
Financing cash flows from finance leases | 747 | 602 | |
Finance leases | 676 | 1,518 | |
Operating leases | $ 5,541 | $ 11,095 |
Lease Maturity (Details)
Lease Maturity (Details) $ in Thousands | Mar. 30, 2022USD ($) |
Leases [Abstract] | |
Operating lease for non-cancellable leases | $ 129,255 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2023 | 2,205 |
2024 | 1,450 |
2025 | 718 |
2026 | 425 |
Thereafter | 273 |
Total minimum payments | 7,323 |
Less: imputed interest | 392 |
Total lease liabilities | 6,931 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2023 | 64,088 |
2024 | 64,127 |
2025 | 62,986 |
2026 | 59,230 |
Thereafter | 255,488 |
Total minimum payments | 539,922 |
Less: imputed interest | 111,396 |
Total lease liabilities | 428,526 |
Finance Lease, Liability, to be Paid, Year One | 2,252 |
Lessee, Operating Lease, Liability, to be Paid, Year One | $ 34,003 |
NON-CONTROLLING INTERESTS - Own
NON-CONTROLLING INTERESTS - Ownership Interest in SSE Holdings (Details) - shares | Mar. 30, 2022 | Dec. 29, 2021 |
Noncontrolling Interest [Line Items] | ||
Number of LLC Interests held by Shake Shack Inc. (in shares) | 39,218,290 | 39,142,397 |
Number of LLC Interests held by non-controlling interest holders (in shares) | 2,911,587 | 2,921,587 |
Total LLC Interests outstanding (in shares) | 42,129,877 | 42,063,984 |
Total LLC Interests outstanding (as a percentage) | 100.00% | 100.00% |
Shake Shack Inc. | ||
Noncontrolling Interest [Line Items] | ||
Number of LLC Interests held by Shake Shack Inc. (as a percentage) | 93.10% | 93.10% |
Non-Controlling Interest Holders | ||
Noncontrolling Interest [Line Items] | ||
Number of LLC Interests held by non-controlling interest holders (as a percentage) | 6.90% | 6.90% |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) - shares | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||
Non-controlling interest holders' weighted average ownership percentage | 6.90% | 7.00% |
Employee Stock Option | ||
Noncontrolling Interest [Line Items] | ||
Units acquired during the period (in shares) | 65,893 |
NON-CONTROLLING INTERESTS - Cha
NON-CONTROLLING INTERESTS - Changes in Ownership Interests in SSE Holdings (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||
Net income (loss) attributable to Shake Shack Inc. | $ (10,162) | $ 1,309 |
Change in foreign currency translation adjustment | (1) | (1) |
Other comprehensive income (loss): | ||
Unrealized holding gains on equity securities | (1) | (1) |
Transfers (to) from non-controlling interests: | ||
Total effect of changes in ownership interest on equity (loss) attributable to Shake Shack Inc. | (12,390) | 4,703 |
Redemption or Exchange of Units | ||
Transfers (to) from non-controlling interests: | ||
Increase (decrease) in additional paid-in capital | 49 | 36 |
Employee Stock Option | ||
Transfers (to) from non-controlling interests: | ||
Increase (decrease) in additional paid-in capital | (2,276) | 3,359 |
Unrealized holding gains on equity securities | ||
Noncontrolling Interest [Line Items] | ||
Change in foreign currency translation adjustment | $ (1) | $ (1) |
NON-CONTROLLING INTERESTS NON-C
NON-CONTROLLING INTERESTS NON-CONTROLLING INTERESTS - Redemption of LLC Interests (Details) - shares | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Limited Liability Company | ||
Class of Stock [Line Items] | ||
Number of units redeemed (in shares) | 10,000 | 29,600 |
Redemptions by NCI Holders | Limited Liability Company | ||
Class of Stock [Line Items] | ||
Number of units redeemed (in shares) | 10,000 | 29,600 |
Common Stock [Member] | Class A Common Stock | ||
Class of Stock [Line Items] | ||
Shares of Class A common stock issued in connection with redemptions of LLC Interests | 10,000 | 29,600 |
Common Stock [Member] | Class B Common Stock | ||
Class of Stock [Line Items] | ||
Shares of Class A common stock issued in connection with redemptions of LLC Interests | 10,000 | 29,600 |
Shares of Class B common stock surrendered and canceled | 10,000 | 29,600 |
EQUITY-BASED COMPENSATION - Sch
EQUITY-BASED COMPENSATION - Schedule of compensation expense recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 3,188 | $ 1,681 |
Total income tax benefit recognized related to equity-based compensation | 56 | 67 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 0 | 20 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 1,424 | 414 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 1,764 | 1,247 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 2,991 | 1,541 |
Labor And Related Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 197 | $ 140 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 30, 2022 | Mar. 31, 2021 | Dec. 29, 2021 | |
Income Tax Contingency [Line Items] | |||
Effective income tax rate reconciliation (in percentage) | 27.60% | 105.50% | |
Ownership percentage, weighted average | 93.10% | 93.00% | |
Deferred tax asset recognized as a result of investment in partnership | $ 631 | ||
Deferred tax asset related to additional tax basis | 62 | ||
Deferred tax assets, valuation allowance | $ 959 | ||
Percentage of tax benefits due to equity owners | 85.00% | ||
Percentage of tax benefits expected to be realized | 15.00% | ||
Consolidated Entity, Ownership By Parent, LLC Units Acquired | 10,000 | ||
Establishment of liabilities under tax receivable agreement | $ 228 | $ 1,094 | |
Tax receivable agreement payments to related parties | 0 | ||
Liabilities under tax receivable agreement | 234,273 | $ 234,045 | |
Employee retention credit | 500 | ||
Foreign Tax Credit | |||
Income Tax Contingency [Line Items] | |||
Deferred tax assets, valuation allowance | $ 0 | ||
Limited Liability Company | |||
Income Tax Contingency [Line Items] | |||
Units acquired during the period (in shares) | 75,893 | ||
Deferred tax asset, investment in partnership | $ 111,548 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) attributable to Shake Shack Inc.—basic | $ (10,162) | $ 1,309 |
Reallocation of net loss attributable to non-controlling interests from the assumed conversion of Class B shares | (1,120) | (734) |
Net income (loss) attributable to Shake Shack Inc.—diluted | $ (11,282) | $ 575 |
Denominator: | ||
Weighted-average shares of Class A common stock outstanding—basic (in shares) | 39,163 | 38,948 |
Effect of dilutive securities: | ||
Weighted-average shares of Class A common stock outstanding—diluted (in shares) | 39,163 | 42,789 |
Earnings per share of Class A common stock—basic (in dollars per share) | $ (0.26) | $ 0.03 |
Earnings per share of Class A common stock—diluted (in dollars per share) | $ (0.26) | $ 0.01 |
Performance stock units | ||
Effect of dilutive securities: | ||
Stock options (in shares) | 0 | 53 |
Restricted stock units | ||
Effect of dilutive securities: | ||
Stock options (in shares) | 0 | 164 |
Convertible Notes | ||
Effect of dilutive securities: | ||
Stock options (in shares) | 0 | 451 |
Class B Common Stock | ||
Numerator: | ||
Reallocation of net loss attributable to non-controlling interests from the assumed conversion of Class B shares | $ (1,120) | $ (734) |
Effect of dilutive securities: | ||
Stock options (in shares) | 0 | 2,941 |
Stock options | ||
Effect of dilutive securities: | ||
Stock options (in shares) | 0 | 232 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive Securities (Details) - Common Stock [Member] - shares | 3 Months Ended | |
Mar. 30, 2022 | Mar. 31, 2021 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 149,731 | 1,698 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 165,108 | 51,974 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 401,716 | 0 |
Shares of Class B common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 2,911,587 | 0 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 1,466,975 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 30, 2022 | Mar. 31, 2021 | Dec. 29, 2021 | Sep. 30, 2017 | |
Loss Contingencies [Line Items] | ||||
Loss contingency accrual | $ 6,000 | |||
Percentage of tax benefits due to equity owners | 85.00% | |||
Establishment of liabilities under tax receivable agreement | $ 228 | $ 1,094 | ||
Tax receivable agreement liability | 234,273 | $ 234,045 | ||
Retail site | ||||
Loss Contingencies [Line Items] | ||||
Letters of credit outstanding | $ 130 | |||
Office building | ||||
Loss Contingencies [Line Items] | ||||
Letters of credit outstanding | $ 603 | |||
Renewal term | 1 year |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | ||
Mar. 30, 2022USD ($)renewal_option | Mar. 31, 2021USD ($) | Dec. 29, 2021USD ($) | |
Related Party Transaction [Line Items] | |||
Percentage of tax benefits due to equity owners | 85.00% | ||
Tax receivable agreement payments to related parties | $ 0 | ||
Tax receivable agreement liability | 234,273,000 | $ 234,045,000 | |
Distributions paid to non-controlling interest holders | 302,000 | $ 467,000 | |
Tax Receivable Agreement Liability, Noncurrent | $ 234,273,000 | 234,045,000 | |
Subsidiary to Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Number of renewal terms | renewal_option | 5 | ||
Renewal option period | 5 years | ||
Mobo Systems, Inc. [Member] | Board of Directors Chairman | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 134,000 | 147,000 | |
Amounts due to related parties, current | 0 | 33,000 | |
Concession Income | Subsidiary to Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 104,000 | 0 | |
Due from related parties, current | 25,000 | 90,000 | |
Rent Expense | Madison Square Park Conservancy | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 220,000 | 215,000 | |
Amounts due to related parties, current | 0 | 0 | |
Mobo Systems, Inc. | Board of Directors Chairman | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 825,000 | $ 462,000 | |
Amounts due to related parties, current | $ 44,000 | $ 52,000 |