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SCHEDULE I: CONDENSED FINANCIAL INFORMATION OF REGISTRANT
 12 Months Ended
Dec. 28, 2016
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
Condensed Financial Information of Registrant
SHAKE SHACK INC.
CONDENSED BALANCE SHEETS
(PARENT COMPANY ONLY)
(in thousands, except share and per share amounts)
 
 
 
December 28
2016

 
December 30
2015

ASSETS
 
 
 
Current assets:
 
 
 
 
Cash
$
3,785

 
$
422

 
Accounts receivable
2

 
—

 
Prepaid expenses
105

 
628

 
Total current assets
3,892

 
1,050

Due from SSE Holdings
—

 
3,979

Deferred income taxes, net
312,802

 
201,614

Investment in subsidiaries
109,680

 
67,810

TOTAL ASSETS
$
426,374

 
$
274,453

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
 
Income taxes payable
$
—

 
$
689

 
Accrued expenses
49

 
59

 
Due to SSE Holdings
1,655

 
—

 
Current portion of liabilities under tax receivable agreement
4,580

 
2,157

 
Total current liabilities
6,284

 
2,905

Liabilities under tax receivable agreement, net of current portion
267,902

 
170,933

Total liabilities
274,186

 
173,838

Commitments and contingencies

 

Stockholders' equity:
 
 
 
 
Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of December 28, 2016 and December 30, 2015, respectively.
—

 
—

 
Class A common stock, $0.001 par value—200,000,000 shares authorized; 25,151,384 and 19,789,259 shares issued and outstanding as of December 28, 2016 and December 30, 2015, respectively.
25

 
20

 
Class B common stock, $0.001 par value—35,000,000 shares authorized; 11,253,592 and 16,460,741 shares issued and outstanding as of December 28, 2016 and December 30, 2015, respectively.
11

 
16

 
Additional paid-in capital
135,448

 
96,311

 
Retained earnings
16,719

 
4,273

 
Accumulated other comprehensive loss
(15
)
 
(5
)
 
Total stockholders' equity
152,188

 
100,615

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
426,374

 
$
274,453

See accompanying Notes to Condensed Financial Statements.
SHAKE SHACK INC.
CONDENSED STATEMENTS OF INCOME
(PARENT COMPANY ONLY)
(in thousands)
 
 
 
Fiscal Year Ended
 
 
 
 
December 28
2016

 
December 30
2015

 
December 31
2014

Intercompany revenue
$
1,603

 
$
1,336

 
$
—

TOTAL REVENUE
1,603

 
1,336

 
—

General and administrative expenses
1,603

 
1,336

 
—

TOTAL EXPENSES
1,603

 
1,336

 
—

OPERATING INCOME
—

 
—

 
—

Equity in net income of subsidiaries
16,982

 
6,906

 
—

Other income
688

 
—

 
—

Interest expense
(16
)
 
—

 
—

INCOME BEFORE INCOME TAXES
17,654

 
6,906

 
—

Income tax expense
5,208

 
2,633

 
—

NET INCOME
$
12,446

 
$
4,273

 
$
—

See accompanying Notes to Condensed Financial Statements.
SHAKE SHACK INC.
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(PARENT COMPANY ONLY)
(in thousands)
 
 
 
Fiscal Year Ended
 
 
 
 
December 28
2016

 
December 30
2015

 
December 31
2014

Net income
$
12,446

 
$
4,273

 
$
—

Other comprehensive (loss), net of tax:
 
 
 
 
 
 
Available-for-sale securities(1):
 
 
 
 
 
 
 
Change in net unrealized holding (losses)
(22
)
 
(5
)
 
—

 
 
Less: reclassification adjustments for net realized losses included in net income
12

 
—

 
—

 
 
Net change
(10
)
 
(5
)
 
—

OTHER COMPREHENSIVE LOSS
(10
)
 
(5
)
 
—

COMPREHENSIVE INCOME
12,436

 
4,268

 
—

(1) Net of tax benefit of $0 for fiscal years ended December 28, 2016, December 30, 2015 and December 31, 2014.
See accompanying Notes to Condensed Financial Statements.
SHAKE SHACK INC.
CONDENSED STATEMENTS OF CASH FLOWS
(PARENT COMPANY ONLY)
(in thousands)
 
 
 
 
 
 
Fiscal Year Ended
 
 
 
 
 
 
 
December 28
2016

 
December 30
2015

 
December 31
2014

OPERATING ACTIVITIES
 
 
 
 
 
Net income
$
12,446

 
$
4,273

 
$
—

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Equity in net income of subsidiaries
(16,982
)
 
(6,906
)
 
—

 
Equity-based compensation
189

 
330

 
—

 
Non-cash reimbursement revenue treated as investment
(189
)
 
—

 
—

 
Deferred income taxes
(462
)
 
(551
)
 
—

 
Other non-cash income
(688
)
 
—

 
—

 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
(2
)
 
—

 
—

 
 
Prepaid expenses and other current assets
(1
)
 
—

 
—

 
 
Due to/from SSE Holdings
214

 
4

 
—

 
 
Accrued expenses
(11
)
 
58

 
—

 
 
Other current liabilities
17

 
—

 
—

 
 
Income taxes payable
5,023

 
3,184

 
—

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
(446
)
 
392

 
—

INVESTING ACTIVITIES
 
 
 
 
 
Purchases of LLC Interests from SSE Holdings
(4,559
)
 
(112,298
)
 
—

Return of investment in SSE Holdings
2,694

 
—

 
—

NET CASH USED IN INVESTING ACTIVITIES
(1,865
)
 
(112,298
)
 
—

FINANCING ACTIVITIES
 
 
 
 
 
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions
—

 
112,298

 
—

Proceeds from issuance of Class A common stock to SSE Holdings upon settlement of stock option exercises
2,489

 
—

 
—

Proceeds from issuance of Class B common stock
—

 
30

 
—

Proceeds from stock option exercises
3,185

 
—

 
—

NET CASH PROVIDED BY FINANCING ACTIVITIES
5,674

 
112,328

 
—

INCREASE IN CASH
3,363

 
422

 
—

CASH AT BEGINNING OF PERIOD
422

 
—

 
—

CASH AT END OF PERIOD
$
3,785

 
$
422

 
$
—


See accompanying Notes to Condensed Financial Statements.
NOTE 1: ORGANIZATION
Shake Shack Inc. (the "Parent Company") was formed on September 23, 2014 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of its equity interest in SSE Holdings, LLC ("SSE Holdings") and certain deferred tax assets.
On February 4, 2015, the Parent Company completed an initial public offering ("IPO") of 5,750,000 shares of its Class A common stock at a public offering price of $21.00 per share, which includes 750,000 shares issued pursuant to the underwriters' over-allotment option. The Parent Company received $112,298 in proceeds, net of underwriting discounts and commissions, which it used to purchase newly-issued membership interests from SSE Holdings at a price per interest equal to the initial public offering price of its Class A common stock.
The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from SSE Holdings. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in SSE Holdings' revolving credit agreement. See Note 8 to the consolidated financial statements.
NOTE 2: BASIS OF PRESENTATION
These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Shake Shack Inc. and the accompanying notes thereto, included in this Annual Report on Form 10-K. For purposes of these condensed financial statements, the Parent Company's interest in SSE Holdings is recorded based upon its proportionate share of SSE Holdings' net assets (similar to presenting them on the equity method).
The Parent Company is the sole managing member of SSE Holdings, and pursuant to the Third Amended and Restated LLC Agreement of SSE Holdings (the “SSE Holdings LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company and maintaining its existence. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized.
Certain intercompany balances presented in these condensed parent company financial statements are eliminated in the consolidated financial statements. $1,655 of intercompany payables were eliminated in consolidation as of December 28, 2016 and $3,979 of intercompany receivables were eliminated in consolidation as of December 30, 2015. For fiscal 2016, $1,603 and $16,982 of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation. For fiscal 2015, $1,336 and $6,906 of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation. Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $272,482 and $173,090 as of December 28, 2016 and December 30, 2015, respectively.
NOTE 3: COMMITMENTS AND CONTINGENCIES
On February 4, 2015, the Parent Company entered into a tax receivable agreement with the non-controlling interest holders that provides for payments to the non-controlling interest holders of 85% of the amount of any tax benefits that the Parent Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. See Note 14 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 17 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Shake Shack Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 28, 2016 and December 30, 2015, liabilities under the tax receivable agreement totaled $272,482 and $173,090, respectively.
NOTE 4: SUPPLEMENTAL CASH FLOW INFORMATION
The following table sets forth supplemental cash flow information for fiscal 2016, 2015 and 2014:
 
 
 
 
 
 
2016

 
2015

 
2014

Cash paid for:
 
 
 
 
 
 
Income taxes
$
576

 
$
—

 
$
—

Non-cash investing activities:
 
 
 
 
 
 
Accrued contribution related to stock option exercises
1,116

 
—

 
—

 
Class A common stock issued in connection with the acquisition of two entities owned by former indirect members of SSE Holdings
—

 
6

 
—

 
Class A common stock issued in connection with the USC Merger
—

 
2

 
—

 
Class A common stock issued in connection with the acquisition of LLC Interests upon redemption by the non-controlling interest holders
18,944

 
19,933

 
—

 
Non-cash contribution made in connection with equity awards granted to employees of SSE Holdings
5,304

 
2,355

 
—

Non-cash financing activities:
 
 
 
 
 
 
Cancellation of Class B common stock in connection with the Organizational Transactions
—

 
(6
)
 
—

 
Cancellation of Class B common stock in connection with the redemption of LLC Interests
(5
)
 
(6
)
 
—

 
Cancellation of Class B common stock in connection with the USC Merger
—

 
(2
)
 
—

 
Establishment of liabilities under tax receivable agreement
100,063

 
173,090

 
—