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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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47-1941186
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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þ
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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September 30,
2015 |
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December 31,
2014 |
||||
ASSETS
|
|
|
|
||||||
Current assets
|
|
|
|
||||||
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Cash
|
$
|
69,821
|
|
|
$
|
2,677
|
|
|
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Accounts receivable
|
3,135
|
|
|
3,278
|
|
|||
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Inventories
|
607
|
|
|
529
|
|
|||
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Prepaid expenses and other current assets
|
2,243
|
|
|
1,441
|
|
|||
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Deferred income taxes
|
20
|
|
|
20
|
|
|||
|
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Total current assets
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75,826
|
|
|
7,945
|
|
||
Property and equipment, net
|
87,977
|
|
|
70,124
|
|
||||
Deferred income taxes, net
|
107,565
|
|
|
141
|
|
||||
Other assets
|
3,414
|
|
|
4,752
|
|
||||
TOTAL ASSETS
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$
|
274,782
|
|
|
$
|
82,962
|
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||
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|
||||
LIABILITIES AND STOCKHOLDERS' / MEMBERS' EQUITY
|
|
|
|
||||||
Current liabilities
|
|
|
|
||||||
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Short-term borrowings
|
$
|
—
|
|
|
$
|
32,000
|
|
|
|
Accounts payable
|
5,336
|
|
|
6,440
|
|
|||
|
Accrued expenses
|
6,471
|
|
|
5,578
|
|
|||
|
Accrued wages and related liabilities
|
4,752
|
|
|
2,410
|
|
|||
|
Other current liabilities
|
3,401
|
|
|
1,749
|
|
|||
|
|
Total current liabilities
|
19,960
|
|
|
48,177
|
|
||
Notes payable
|
313
|
|
|
313
|
|
||||
Deferred rent
|
21,317
|
|
|
17,853
|
|
||||
Liability under tax receivable agreement
|
91,311
|
|
|
—
|
|
||||
Other long-term liabilities
|
3,754
|
|
|
4,019
|
|
||||
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Total liabilities
|
136,655
|
|
|
70,362
|
|
|||
Commitments and contingencies
|
|
|
|
||||||
Stockholders' / members' equity
|
|
|
|
||||||
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Members' equity
|
—
|
|
|
12,600
|
|
|||
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Preferred stock, no par value—10,000,000 shares authorized; none issued and outstanding as of September 30, 2015
|
—
|
|
|
—
|
|
|||
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Common stock, $0.01 par value—100 shares authorized; none issued and outstanding as of December 31, 2014
|
—
|
|
|
—
|
|
|||
|
Class A common stock, $0.001 par value—200,000,000 shares authorized; 15,213,420 shares issued and outstanding as of September 30, 2015
|
15
|
|
|
—
|
|
|||
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Class B common stock, $0.001 par value—35,000,000 shares authorized; 21,036,580 shares issued and outstanding as of September 30, 2015
|
21
|
|
|
—
|
|
|||
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Additional paid-in capital
|
129,584
|
|
|
—
|
|
|||
|
Retained earnings
|
1,749
|
|
|
—
|
|
|||
|
|
Total stockholders' equity attributable to Shake Shack Inc. / members' equity
|
131,369
|
|
|
12,600
|
|
||
Non-controlling interests
|
6,758
|
|
|
—
|
|
||||
|
Total equity
|
138,127
|
|
|
12,600
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS' / MEMBERS' EQUITY
|
$
|
274,782
|
|
|
$
|
82,962
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
|
|
September 30,
2015 |
|
September 24,
2014 |
|
September 30,
2015 |
|
September 24,
2014 |
||||||||
Shack sales
|
$
|
51,275
|
|
|
$
|
30,165
|
|
|
$
|
133,905
|
|
|
$
|
78,988
|
|
||
Licensing revenue
|
1,998
|
|
|
1,660
|
|
|
5,626
|
|
|
4,770
|
|
||||||
TOTAL REVENUE
|
53,273
|
|
|
31,825
|
|
|
139,531
|
|
|
83,758
|
|
||||||
Shack-level operating expenses:
|
|
|
|
|
|
|
|
||||||||||
|
Food and paper costs
|
14,929
|
|
|
9,340
|
|
|
39,650
|
|
|
24,248
|
|
|||||
|
Labor and related expenses
|
12,176
|
|
|
7,668
|
|
|
32,445
|
|
|
20,605
|
|
|||||
|
Other operating expenses
|
4,376
|
|
|
2,905
|
|
|
11,579
|
|
|
7,866
|
|
|||||
|
Occupancy and related expenses
|
4,206
|
|
|
2,675
|
|
|
11,248
|
|
|
6,794
|
|
|||||
General and administrative expenses
|
5,728
|
|
|
5,200
|
|
|
30,165
|
|
|
12,192
|
|
||||||
Depreciation expense
|
2,636
|
|
|
1,502
|
|
|
7,274
|
|
|
4,067
|
|
||||||
Pre-opening costs
|
1,401
|
|
|
1,766
|
|
|
4,054
|
|
|
3,828
|
|
||||||
Loss on disposal of property and equipment
|
17
|
|
|
10
|
|
|
17
|
|
|
28
|
|
||||||
TOTAL EXPENSES
|
45,469
|
|
|
31,066
|
|
|
136,432
|
|
|
79,628
|
|
||||||
OPERATING INCOME
|
7,804
|
|
|
759
|
|
|
3,099
|
|
|
4,130
|
|
||||||
Interest expense, net
|
83
|
|
|
128
|
|
|
245
|
|
|
219
|
|
||||||
INCOME BEFORE INCOME TAXES
|
7,721
|
|
|
631
|
|
|
2,854
|
|
|
3,911
|
|
||||||
Income tax expense
|
1,528
|
|
|
127
|
|
|
2,776
|
|
|
366
|
|
||||||
NET INCOME
|
6,193
|
|
|
504
|
|
|
78
|
|
|
3,545
|
|
||||||
Less: net income attributable to non-controlling interests
|
4,665
|
|
|
—
|
|
|
10,100
|
|
|
—
|
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.
|
$
|
1,528
|
|
|
$
|
504
|
|
|
$
|
(10,022
|
)
|
|
$
|
3,545
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share of Class A common stock
(1)
:
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
$
|
0.11
|
|
|
$
|
0.02
|
|
|
$
|
(0.80
|
)
|
|
$
|
0.12
|
|
|
|
Diluted
|
$
|
0.10
|
|
|
$
|
0.02
|
|
|
$
|
(0.80
|
)
|
|
$
|
0.12
|
|
|
Weighted-average shares of Class A common stock outstanding
(1)
:
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
13,757
|
|
|
29,978
|
|
|
12,590
|
|
|
29,968
|
|
|||||
|
Diluted
|
14,785
|
|
|
30,104
|
|
|
12,590
|
|
|
30,119
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Pro forma income tax expense
(2)
|
|
|
|
|
$
|
1,757
|
|
|
|
||||||||
Pro forma net loss attributable to Shake Shack Inc.
(2)
|
|
|
|
|
$
|
(295
|
)
|
|
|
||||||||
Pro forma earnings per share of Class A common stock
(2)
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
|
|
|
$
|
(0.02
|
)
|
|
|
|||||||
|
Diluted
|
|
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
(1)
|
Amounts for the
thirteen and thirty-nine weeks ended
September 24, 2014
have been retroactively adjusted to give effect to the recapitalization transactions that occurred in connection with our initial public offering, including the amendment and restatement of the limited liability company agreement of SSE Holdings, LLC to, among other things, (i) provide for a new single class of common membership interests and (ii) exchange all of the then-existing members’ ownership interests for the newly-created membership interests. The computation does not consider the
5,750,000
shares of Class A common stock issued to investors in our initial public offering or the
339,306
shares of Class A common stock issued upon settlement of outstanding unit appreciation rights. See
Note 12
.
|
(2)
|
The pro forma financial information presented has been computed to reflect a benefit from income taxes assuming our initial public offering and related organizational transactions occurred on January 1, 2015. See
Note 11
.
|
|
|
Members'
Equity
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings
|
|
Non-
Controlling
Interest
|
|
Total
Equity
|
||||||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||||||||
BALANCE, DECEMBER 31, 2014
|
$
|
12,600
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,600
|
|
|
|
Net loss prior to the Organizational Transactions
|
(13,049
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,049
|
)
|
||||||||||||||
|
Member distributions
|
(11,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,125
|
)
|
||||||||||||||
|
Equity-based compensation recognized prior to the Organizational Transactions
|
7,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,731
|
|
||||||||||||||
|
Issuance of Class A common stock sold in initial public offering, net of offering costs
|
|
|
5,750,000
|
|
|
6
|
|
|
|
|
|
|
109,356
|
|
|
|
|
|
|
109,362
|
|
||||||||||||
|
Issuance of Class A common stock in settlement of unit appreciation rights
|
|
|
339,306
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
|
Effect of the Organizational Transactions
|
3,843
|
|
|
5,968,841
|
|
|
6
|
|
|
24,191,853
|
|
|
24
|
|
|
—
|
|
|
(1,278
|
)
|
|
(2,565
|
)
|
|
30
|
|
|||||||
|
Net income subsequent to the Organizational Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
3,027
|
|
|
10,100
|
|
|
13,127
|
|
|||||||||||||
|
Equity-based compensation recognized subsequent to the Organizational Transactions
|
|
|
|
|
|
|
|
|
|
|
3,142
|
|
|
|
|
|
|
3,142
|
|
||||||||||||||
|
Deferred tax adjustment related to tax receivable agreement
|
|
|
|
|
|
|
|
|
|
|
16,309
|
|
|
|
|
|
|
16,309
|
|
||||||||||||||
|
Redemption of LLC Interests in connection with the secondary offering
|
|
|
3,155,273
|
|
|
3
|
|
|
(3,155,273
|
)
|
|
(3
|
)
|
|
777
|
|
|
|
|
|
(777
|
)
|
|
—
|
|
||||||||
BALANCE, SEPTEMBER 30, 2015
|
$
|
—
|
|
|
15,213,420
|
|
|
$
|
15
|
|
|
21,036,580
|
|
|
$
|
21
|
|
|
$
|
129,584
|
|
|
$
|
1,749
|
|
|
$
|
6,758
|
|
|
$
|
138,127
|
|
|
|
|
|
|
|
Thirty-Nine Weeks Ended
|
||||||
|
|
|
|
|
|
September 30,
2015 |
|
September 24,
2014 |
||||
OPERATING ACTIVITIES
|
|
|
|
|||||||||
Net income
|
$
|
78
|
|
|
$
|
3,545
|
|
|||||
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|||||||||
|
Depreciation expense
|
7,274
|
|
|
4,067
|
|
||||||
|
Equity-based compensation
|
15,509
|
|
|
124
|
|
||||||
|
Non-cash interest expense
|
203
|
|
|
75
|
|
||||||
|
Loss on disposal of property and equipment
|
17
|
|
|
28
|
|
||||||
|
Changes in operating assets and liabilities:
|
|
|
|
||||||||
|
|
Accounts receivable
|
143
|
|
|
(786
|
)
|
|||||
|
|
Inventories
|
(78
|
)
|
|
(26
|
)
|
|||||
|
|
Prepaid expenses and other current assets
|
(802
|
)
|
|
(38
|
)
|
|||||
|
|
Other assets
|
1,431
|
|
|
(1,120
|
)
|
|||||
|
|
Accounts payable
|
(240
|
)
|
|
(204
|
)
|
|||||
|
|
Accrued expenses
|
1,260
|
|
|
2,067
|
|
|||||
|
|
Accrued wages and related liabilities
|
2,342
|
|
|
(47
|
)
|
|||||
|
|
Other current liabilities
|
421
|
|
|
(70
|
)
|
|||||
|
|
Deferred rent
|
3,717
|
|
|
3,835
|
|
|||||
|
|
Other long-term liabilities
|
(332
|
)
|
|
(17
|
)
|
|||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
30,943
|
|
|
11,433
|
|
|||||||
INVESTING ACTIVITIES
|
|
|
|
|||||||||
Purchases of property and equipment
|
(25,327
|
)
|
|
(17,885
|
)
|
|||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(25,327
|
)
|
|
(17,885
|
)
|
|||||||
FINANCING ACTIVITIES
|
|
|
|
|||||||||
Proceeds from revolving credit facility
|
4,000
|
|
|
5,000
|
|
|||||||
Payments on revolving credit facility
|
(36,000
|
)
|
|
—
|
|
|||||||
Deferred financing costs
|
(103
|
)
|
|
(298
|
)
|
|||||||
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs
|
109,362
|
|
|
—
|
|
|||||||
Proceeds from issuance of Class B common stock
|
30
|
|
|
—
|
|
|||||||
Member distributions
|
(11,125
|
)
|
|
(5,219
|
)
|
|||||||
Employee withholding taxes related to net settled equity awards
|
(4,636
|
)
|
|
—
|
|
|||||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
61,528
|
|
|
(517
|
)
|
|||||||
INCREASE (DECREASE) IN CASH
|
67,144
|
|
|
(6,969
|
)
|
|||||||
CASH AT BEGINNING OF PERIOD
|
2,677
|
|
|
13,076
|
|
|||||||
CASH AT END OF PERIOD
|
$
|
69,821
|
|
|
$
|
6,107
|
|
▪
|
We amended and restated the limited liability company agreement of SSE Holdings ("
LLC Agreement
") to, among other things, (i) provide for a new single class of common membership interests in SSE Holdings ("
LLC Interests
"), (ii) exchange all of the membership interests of the then-existing holders of SSE Holdings' membership interests ("
Original SSE Equity Owners
") for LLC Interests and (iii) appoint Shake Shack as the sole managing member of SSE Holdings. See
Note 8
.
|
▪
|
We amended and restated our certificate of incorporation to, among other things, (i) provide for Class B common stock with voting rights but no economic interests (where "economic interests" means the right to receive any distributions or dividends, whether cash or stock, in connection with common stock) and (ii) issue shares of Class B common stock to the Original SSE Equity Owners on a
one
-to-one basis with the number of LLC Interests they own. See
Note 8
.
|
▪
|
We acquired, by merger,
two
entities that were owned by former indirect members of SSE Holdings ("
Former SSE Equity Owners
"), for which we issued
5,968,841
shares of Class A common stock as merger consideration (the "
Mergers
"). The only assets held by the two merged entities prior to the merger were
5,968,841
LLC Interests and a corresponding number of shares of Class B common stock. Upon consummation of the Mergers, we canceled the
5,968,841
shares of Class B common stock and recognized the
5,968,841
of LLC Interests at carrying value, as the Mergers are considered to be transactions between entities under common control.
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Food
|
$
|
396
|
|
|
$
|
354
|
|
Wine
|
30
|
|
|
28
|
|
||
Beer
|
42
|
|
|
33
|
|
||
Beverages
|
55
|
|
|
42
|
|
||
Retail merchandise
|
84
|
|
|
72
|
|
||
Inventories
|
$
|
607
|
|
|
$
|
529
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Leasehold improvements
|
$
|
76,067
|
|
|
$
|
58,272
|
|
Equipment
|
15,667
|
|
|
12,108
|
|
||
Furniture and fixtures
|
4,427
|
|
|
3,249
|
|
||
Computer equipment and software
|
4,825
|
|
|
3,529
|
|
||
Construction in progress
|
7,562
|
|
|
6,309
|
|
||
|
108,548
|
|
|
83,467
|
|
||
Less: accumulated depreciation
|
(20,571
|
)
|
|
(13,343
|
)
|
||
Property and equipment, net
|
$
|
87,977
|
|
|
$
|
70,124
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Sales tax payable
|
$
|
1,117
|
|
|
$
|
736
|
|
Liability under tax receivable agreement
|
1,105
|
|
|
—
|
|
||
Gift card liability
|
599
|
|
|
625
|
|
||
Other
|
580
|
|
|
388
|
|
||
Other current liabilities
|
$
|
3,401
|
|
|
$
|
1,749
|
|
|
|
September 30, 2015
|
||||||
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||
Net income (loss) attributable to Shake Shack Inc.
|
$
|
1,528
|
|
|
$
|
(10,022
|
)
|
|
Transfers to non-controlling interests
|
|
|
|
|
|
|||
|
Decrease in retained earnings as a result of the Organizational Transactions
|
—
|
|
|
(1,278
|
)
|
||
|
Increase in additional paid-in capital as a result of the redemption of LLC Interests
|
777
|
|
|
777
|
|
||
Change from net income (loss) attributable to Shake Shack Inc. and transfers to non-controlling interest
|
$
|
2,305
|
|
|
$
|
(10,523
|
)
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
|
September 30,
2015 |
|
September 24,
2014 |
|
September 30,
2015 |
|
September 24,
2014 |
||||||||
Unit appreciation rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,762
|
|
|
$
|
—
|
|
|
Restricted Class B units
|
—
|
|
|
41
|
|
|
605
|
|
|
124
|
|
|||||
Stock options
|
1,172
|
|
|
—
|
|
|
3,142
|
|
|
—
|
|
|||||
Equity-based compensation expense
|
$
|
1,172
|
|
|
$
|
41
|
|
|
$
|
15,509
|
|
|
$
|
124
|
|
|
|
UARs
|
|
Weighted
Average
Base
Price
|
|||
Outstanding at beginning of period
|
22,554
|
|
|
$
|
193.51
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
Vested and settled
|
(22,554
|
)
|
|
(193.51
|
)
|
|
Outstanding at end of period
|
—
|
|
|
$
|
—
|
|
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding at beginning of period
|
7,227
|
|
|
$
|
92.31
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
Vested
|
(7,227
|
)
|
|
(92.31
|
)
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding at end of period
|
—
|
|
|
$
|
—
|
|
|
Thirty-Nine Weeks Ended September 30, 2015
|
|
Expected term (years)
(1)
|
7.5
|
|
Expected volatility
(2)
|
35.1
|
%
|
Risk-free interest rate
(3)
|
1.6
|
%
|
Dividend yield
(4)
|
—
|
%
|
|
|
(1)
|
Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method.
|
(2)
|
Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term.
|
(3)
|
The risk-free rate rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term.
|
(4)
|
We have assumed a dividend yield of
zero
as we have no plans to declare dividends in the foreseeable future.
|
|
|
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|||
Outstanding at beginning of period
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
2,622,281
|
|
|
21.00
|
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
|
Forfeited
|
(41,425
|
)
|
|
(21.00
|
)
|
|
Outstanding at end of period
|
2,580,856
|
|
|
$
|
21.00
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
|
September 30,
2015 |
|
September 24,
2014 |
|
September 30,
2015 |
|
September 24,
2014 |
||||||||
Income before income taxes
|
$
|
7,721
|
|
|
$
|
631
|
|
|
$
|
2,854
|
|
|
$
|
3,911
|
|
|
Less: net loss prior to the Organizational Transactions
|
—
|
|
|
—
|
|
|
(13,049
|
)
|
|
—
|
|
|||||
Less: net income attributable to non-controlling interests
|
4,665
|
|
|
—
|
|
|
10,100
|
|
|
—
|
|
|||||
|
Income attributable to Shake Shack Inc. before income taxes
|
3,056
|
|
|
631
|
|
|
5,803
|
|
|
3,911
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income taxes at U.S. federal statutory rate
|
1,070
|
|
|
221
|
|
|
2,031
|
|
|
1,369
|
|
|||||
State and local income taxes, net of federal benefit
|
357
|
|
|
48
|
|
|
422
|
|
|
128
|
|
|||||
Foreign withholding taxes
|
70
|
|
|
78
|
|
|
214
|
|
|
237
|
|
|||||
Non-deductible expenses
|
31
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|||||
LLC flow-through structure
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
(1,368
|
)
|
|||||
Income tax expense
|
$
|
1,528
|
|
|
$
|
127
|
|
|
$
|
2,776
|
|
|
$
|
366
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
|
|
September 30,
2015 |
|
September 24,
2014 |
|
September 30,
2015 |
|
September 24,
2014 |
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||||
|
Net income
|
$
|
6,193
|
|
|
$
|
504
|
|
|
$
|
78
|
|
|
$
|
3,545
|
|
|
|
Less: net income attributable to non-controlling interests
|
4,665
|
|
|
—
|
|
|
10,100
|
|
|
—
|
|
|||||
|
Net income (loss) attributable to Shake Shack Inc.
|
$
|
1,528
|
|
|
$
|
504
|
|
|
$
|
(10,022
|
)
|
|
$
|
3,545
|
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||||
|
Weighted-average shares of Class A common stock outstanding—basic
|
13,757
|
|
|
29,978
|
|
|
12,590
|
|
|
29,968
|
|
|||||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|||||||||
|
|
Restricted Class B units
|
—
|
|
|
126
|
|
|
—
|
|
|
151
|
|
||||
|
|
Stock options
|
1,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Weighted-average shares of Class A common stock outstanding—diluted
|
14,785
|
|
|
30,104
|
|
|
12,590
|
|
|
30,119
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share of Class A common stock—basic
|
$
|
0.11
|
|
|
$
|
0.02
|
|
|
$
|
(0.80
|
)
|
|
$
|
0.12
|
|
||
Earnings per share of Class A common stock—diluted
|
$
|
0.10
|
|
|
$
|
0.02
|
|
|
$
|
(0.80
|
)
|
|
$
|
0.12
|
|
|
|
Thirty-Nine Weeks Ended
|
||||||
|
|
September 30,
2015 |
|
September 24,
2014 |
||||
Cash paid for:
|
|
|
|
|||||
|
Income taxes, net of refunds
|
$
|
338
|
|
|
$
|
531
|
|
|
Interest
|
183
|
|
|
59
|
|
||
Non-cash investing activities:
|
|
|
|
|||||
|
Accrued purchases of property and equipment
|
3,682
|
|
|
1,304
|
|
||
|
Class A common stock issued in connection with the acquisition of the Former SSE Equity Owners
|
6
|
|
|
—
|
|
||
Non-cash financing activities:
|
|
|
|
|||||
|
Cancellation of Class B common stock in connection with the Organizational Transactions
|
(6
|
)
|
|
—
|
|
||
|
Class A common stock issued in connection with the redemption of LLC Interests
|
3
|
|
|
—
|
|
||
|
Cancellation of Class B common stock in connection with the redemption of LLC Interests
|
(3
|
)
|
|
—
|
|
▪
|
Total revenue
increase
d
67.4%
to
$53.3 million
.
|
▪
|
Shack sales
increase
d
70.0%
to
$51.3 million
.
|
▪
|
Same-Shack sales increased
17.1%
.
|
▪
|
Net
income
was
$1.5 million
, or
$0.10
per diluted share.
|
▪
|
Shack-level operating profit*, a non-GAAP measure,
increase
d
105.7%
to
$15.6 million
, or
30.4%
of Shack sales.
|
▪
|
Adjusted EBITDA*, a non-GAAP measure,
increase
d
128.3%
to
$13.0 million
.
|
▪
|
Adjusted pro forma net
income
*, a non-GAAP measure,
increase
d
252.3%
to
$4.4 million
, or $
0.12
per fully exchanged and diluted share.
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||||||||||
|
|
|
September 30, 2015
|
|
September 24, 2014
|
|
September 30, 2015
|
|
September 24, 2014
|
||||||||||||||||
Shack sales
|
$
|
51,275
|
|
96.2
|
%
|
|
$
|
30,165
|
|
94.8
|
%
|
|
$
|
133,905
|
|
96.0
|
%
|
|
$
|
78,988
|
|
94.3
|
%
|
||
Licensing revenue
|
1,998
|
|
3.8
|
%
|
|
1,660
|
|
5.2
|
%
|
|
5,626
|
|
4.0
|
%
|
|
4,770
|
|
5.7
|
%
|
||||||
TOTAL REVENUE
|
53,273
|
|
100.0
|
%
|
|
31,825
|
|
100.0
|
%
|
|
139,531
|
|
100.0
|
%
|
|
83,758
|
|
100.0
|
%
|
||||||
Shack-level operating expenses
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Food and paper costs
|
14,929
|
|
29.1
|
%
|
|
9,340
|
|
31.0
|
%
|
|
39,650
|
|
29.6
|
%
|
|
24,248
|
|
30.7
|
%
|
|||||
|
Labor and related expenses
|
12,176
|
|
23.7
|
%
|
|
7,668
|
|
25.4
|
%
|
|
32,445
|
|
24.2
|
%
|
|
20,605
|
|
26.1
|
%
|
|||||
|
Other operating expenses
|
4,376
|
|
8.5
|
%
|
|
2,905
|
|
9.6
|
%
|
|
11,579
|
|
8.6
|
%
|
|
7,866
|
|
10.0
|
%
|
|||||
|
Occupancy and related expenses
|
4,206
|
|
8.2
|
%
|
|
2,675
|
|
8.9
|
%
|
|
11,248
|
|
8.4
|
%
|
|
6,794
|
|
8.6
|
%
|
|||||
General and administrative expenses
|
5,728
|
|
10.8
|
%
|
|
5,200
|
|
16.3
|
%
|
|
30,165
|
|
21.6
|
%
|
|
12,192
|
|
14.6
|
%
|
||||||
Depreciation expense
|
2,636
|
|
4.9
|
%
|
|
1,502
|
|
4.7
|
%
|
|
7,274
|
|
5.2
|
%
|
|
4,067
|
|
4.9
|
%
|
||||||
Pre-opening costs
|
1,401
|
|
2.6
|
%
|
|
1,766
|
|
5.5
|
%
|
|
4,054
|
|
2.9
|
%
|
|
3,828
|
|
4.6
|
%
|
||||||
Loss on disposal of property and equipment
|
17
|
|
—
|
%
|
|
10
|
|
—
|
%
|
|
17
|
|
—
|
%
|
|
28
|
|
—
|
%
|
||||||
TOTAL EXPENSES
|
45,469
|
|
85.4
|
%
|
|
31,066
|
|
97.6
|
%
|
|
136,432
|
|
97.8
|
%
|
|
79,628
|
|
95.1
|
%
|
||||||
OPERATING INCOME
|
7,804
|
|
14.6
|
%
|
|
759
|
|
2.4
|
%
|
|
3,099
|
|
2.2
|
%
|
|
4,130
|
|
4.9
|
%
|
||||||
Interest expense, net
|
83
|
|
0.2
|
%
|
|
128
|
|
0.4
|
%
|
|
245
|
|
0.2
|
%
|
|
219
|
|
0.3
|
%
|
||||||
INCOME BEFORE INCOME TAXES
|
7,721
|
|
14.5
|
%
|
|
631
|
|
2.0
|
%
|
|
2,854
|
|
2.0
|
%
|
|
3,911
|
|
4.7
|
%
|
||||||
Income tax expense
|
1,528
|
|
2.9
|
%
|
|
127
|
|
0.4
|
%
|
|
2,776
|
|
2.0
|
%
|
|
366
|
|
0.4
|
%
|
||||||
NET INCOME
|
6,193
|
|
11.6
|
%
|
|
504
|
|
1.6
|
%
|
|
78
|
|
0.1
|
%
|
|
3,545
|
|
4.2
|
%
|
||||||
Less: net income attributable to non-controlling interests
|
4,665
|
|
8.8
|
%
|
|
—
|
|
—
|
%
|
|
10,100
|
|
7.2
|
%
|
|
—
|
|
—
|
%
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO SHAKE SHACK INC.
|
$
|
1,528
|
|
2.9
|
%
|
|
$
|
504
|
|
1.6
|
%
|
|
$
|
(10,022
|
)
|
(7.2
|
)%
|
|
$
|
3,545
|
|
4.2
|
%
|
|
|
(1)
|
As a percentage of Shack sales.
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
|
September 30,
2015 |
|
September 24,
2014 |
|
September 30,
2015 |
|
September 24,
2014 |
||||||||
Shack-level operating profit
|
$
|
15,588
|
|
|
$
|
7,577
|
|
|
$
|
38,983
|
|
|
$
|
19,475
|
|
|
Add:
|
|
|
|
|
|
|
|
|||||||||
|
Licensing revenue
|
1,998
|
|
|
1,660
|
|
|
5,626
|
|
|
4,770
|
|
||||
Less:
|
|
|
|
|
|
|
|
|||||||||
|
General and administrative expenses
|
5,728
|
|
|
5,200
|
|
|
30,165
|
|
|
12,192
|
|
||||
|
Depreciation expense
|
2,636
|
|
|
1,502
|
|
|
7,274
|
|
|
4,067
|
|
||||
|
Pre-opening costs
|
1,401
|
|
|
1,766
|
|
|
4,054
|
|
|
3,828
|
|
||||
|
Loss on disposal of property and equipment
|
17
|
|
|
10
|
|
|
17
|
|
|
28
|
|
||||
Operating income
|
$
|
7,804
|
|
|
$
|
759
|
|
|
$
|
3,099
|
|
|
$
|
4,130
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
53,273
|
|
|
$
|
31,825
|
|
|
$
|
139,531
|
|
|
$
|
83,758
|
|
|
Less: licensing revenue
|
1,998
|
|
|
1,660
|
|
|
5,626
|
|
|
4,770
|
|
|||||
Shack sales
|
$
|
51,275
|
|
|
$
|
30,165
|
|
|
$
|
133,905
|
|
|
$
|
78,988
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shack-level operating profit margin
|
30.4
|
%
|
|
25.1
|
%
|
|
29.1
|
%
|
|
24.7
|
%
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
|
September 30,
2015 |
|
September 24,
2014 |
|
September 30,
2015 |
|
September 24,
2014 |
||||||||
Net income
|
$
|
6,193
|
|
|
$
|
504
|
|
|
$
|
78
|
|
|
$
|
3,545
|
|
|
Depreciation expense
|
2,636
|
|
|
1,502
|
|
|
7,274
|
|
|
4,067
|
|
|||||
Interest expense, net
|
83
|
|
|
128
|
|
|
245
|
|
|
219
|
|
|||||
Income tax expense
|
1,528
|
|
|
127
|
|
|
2,776
|
|
|
366
|
|
|||||
EBITDA
|
10,440
|
|
|
2,261
|
|
|
10,373
|
|
|
8,197
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Equity-based compensation
(1)
|
1,172
|
|
|
41
|
|
|
3,142
|
|
|
124
|
|
|||||
Deferred compensation
(2)
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|||||
Pre-opening costs
(3)
|
1,051
|
|
|
1,039
|
|
|
2,933
|
|
|
2,260
|
|
|||||
Deferred rent
(4)
|
369
|
|
|
924
|
|
|
1,338
|
|
|
1,934
|
|
|||||
Loss on disposal of property and equipment
(5)
|
17
|
|
|
10
|
|
|
17
|
|
|
28
|
|
|||||
Non-recurring compensation expenses related to the IPO
(6)
|
—
|
|
|
—
|
|
|
12,818
|
|
|
—
|
|
|||||
IPO-related expenses
(7)
|
—
|
|
|
1,495
|
|
|
635
|
|
|
1,495
|
|
|||||
Other non-cash items
(8)
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
25
|
|
|||||
ADJUSTED EBITDA
|
$
|
13,049
|
|
|
$
|
5,716
|
|
|
$
|
31,256
|
|
|
$
|
14,063
|
|
|
|
(1)
|
Represents non-cash equity-based compensation expense. For the
thirteen and thirty-nine weeks ended
September 30, 2015
, amounts relate solely to stock options granted in connection with the IPO.
|
(2)
|
Amounts relates to a bonus agreement we entered into with an executive pursuant to which we agreed to a pay a bonus in a future period.
|
(3)
|
Non-capital expenditures associated with opening new Shacks exclusive of deferred rent incurred prior to opening.
|
(4)
|
Reflects the extent to which our rent expense is greater than or less than our cash rent payments.
|
(5)
|
Includes the loss on disposal of property and equipment in the ordinary course of business.
|
(6)
|
Non-recurring compensation expense incurred in connection with the IPO, including expense recognized in settlement of outstanding awards under the UAR Plan, the related employer payroll taxes and the accelerated vesting of outstanding restricted Class B units.
|
(7)
|
Costs incurred in connection with our IPO, including legal, accounting and other related expenses.
|
(8)
|
For periods presented, represents non-cash charges related to certain employee benefits.
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
|
|
September 30,
2015 |
|
September 24,
2014 |
|
September 30,
2015 |
|
September 24,
2014 |
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||||
|
Net income (loss) attributable to Shake Shack Inc.
|
$
|
1,528
|
|
|
$
|
504
|
|
|
$
|
(10,022
|
)
|
|
$
|
3,545
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|||||||||
|
|
Reallocation of net income attributable to non-controlling interests from the assumed exchange of LLC Interests
(1)
|
4,665
|
|
|
—
|
|
|
10,100
|
|
|
—
|
|
||||
|
|
Non-recurring compensation expenses incurred in connection with the IPO
(2)
|
—
|
|
|
—
|
|
|
12,818
|
|
|
—
|
|
||||
|
|
IPO-related expenses
(3)
|
—
|
|
|
1,495
|
|
|
635
|
|
|
1,495
|
|
||||
|
|
Income tax expense
(4)
|
(1,818
|
)
|
|
(757
|
)
|
|
(4,397
|
)
|
|
(2,036
|
)
|
||||
|
Adjusted pro forma net income
|
$
|
4,375
|
|
|
$
|
1,242
|
|
|
$
|
9,134
|
|
|
$
|
3,004
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||||
|
Weighted-average shares of Class A common stock outstanding—diluted
|
14,785
|
|
|
30,104
|
|
|
12,590
|
|
|
30,119
|
|
|||||
|
Adjustments:
|
|
|
|
|
|
|
|
|||||||||
|
|
Assumed exchange of LLC Interests for shares of Class A common stock
(1)
|
22,493
|
|
|
—
|
|
|
23,660
|
|
|
—
|
|
||||
|
|
Assumed issuance of shares in connection with the IPO and settlement of UARs
(5)
|
—
|
|
|
6,089
|
|
|
—
|
|
|
6,089
|
|
||||
|
|
Dilutive effect of stock options
|
—
|
|
|
—
|
|
|
1,071
|
|
|
—
|
|
||||
|
Adjusted pro forma fully exchanged weighted-average shares of Class A common stock outstanding—diluted
|
37,278
|
|
|
36,193
|
|
|
37,321
|
|
|
36,208
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted pro forma earnings per fully exchanged share—diluted
|
$
|
0.12
|
|
|
$
|
0.03
|
|
|
$
|
0.24
|
|
|
$
|
0.08
|
|
|
|
(1)
|
Assumes the exchange of all outstanding LLC Interests for shares of Class A common stock, resulting in the elimination of the non-controlling interests and recognition of the net income attributable to non-controlling interests.
|
(2)
|
Non-recurring compensation expense incurred in connection with the IPO. Includes expense recognized in settlement of outstanding awards under the UAR Plan, the related employer payroll taxes and the accelerated vesting of outstanding restricted Class B units.
|
(3)
|
Costs incurred in connection with our IPO, including legal, accounting and other related expenses.
|
(4)
|
Represents the tax effect of the aforementioned adjustments and pro forma adjustments to reflect corporate income taxes at assumed effective tax rates of
43.3%
and
44.0%
for the
thirteen and thirty-nine weeks ended
September 30, 2015
, respectively, and
41.6%
and
44.4%
for the and
thirteen and thirty-nine weeks ended
September 24, 2014
, respectively. Amounts include provisions for U.S. federal income taxes, certain LLC entity-level taxes and foreign withholding taxes, assuming the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.
|
(5)
|
Adjustment to give effect to (i) 5,750,000 shares issued to investors in our IPO and (ii) 339,306 shares issued to participants of the UAR Plan, both of which were not retrospectively applied in the computations of earnings per share for the
thirteen and thirty-nine weeks ended
September 24, 2014
.
|
|
Thirty-Nine Weeks Ended
|
||||||
|
September 30,
2015 |
|
September 24,
2014 |
||||
Net cash provided by operating activities
|
$
|
30,943
|
|
|
$
|
11,433
|
|
Net cash used in investing activities
|
(25,327
|
)
|
|
(17,885
|
)
|
||
Net cash provided by (used in) financing activities
|
61,528
|
|
|
(517
|
)
|
||
Increase (decrease) in cash
|
67,144
|
|
|
(6,969
|
)
|
||
Cash at beginning of period
|
2,677
|
|
|
13,076
|
|
||
Cash at end of period
|
$
|
69,821
|
|
|
$
|
6,107
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
||
3.1
|
|
Amended and Restated Certificate of Incorporation of Shake Shack Inc., effective February 4, 2015
|
|
8-K
|
|
3.1
|
|
2/10/2015
|
|
|
3.2
|
|
Amended and Restated Bylaws of Shack Shake Inc., dated February 4, 2015
|
|
8-K
|
|
3.2
|
|
2/10/2015
|
|
|
4.1
|
|
Form of Class A Common Stock Certificate
|
|
S-1/A
|
|
4.1
|
|
1/28/2015
|
|
|
10.1
|
|
Amendment No. 1 to Stockholders Agreement, dated and effective as of October 8, 2015, by and among Shake Shack Inc., SSE Holdings, LLC, the Meyer Stockholders, the LGP Stockholders and the SEG Stockholders.
|
|
|
|
|
|
|
|
*
|
10.2
|
|
Amendment No. 1 to Registration Rights Agreement, dated and effective as of October 8, 2015, by and among Shake Shack Inc., the Continuing SSE Equity Owners and affiliates of the Former SSE Equity Owners.
|
|
|
|
|
|
|
|
*
|
31.1
|
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
*
|
31.2
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
*
|
32
|
#
|
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
*
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
*
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
*
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
*
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
*
|
|
|
#
|
Furnished herewith.
|
|
Shake Shack Inc.
|
|
|
(Registrant)
|
|
|
|
|
Date: November 6, 2015
|
By:
|
/s/ Randy Garutti
|
|
|
Randy Garutti
|
|
|
Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)
|
|
|
|
Date: November 6, 2015
|
By:
|
/s/ Jeff Uttz
|
|
|
Jeff Uttz
|
|
|
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
|
A.
|
Schedule 2 (Management Stockholders) to the Original Stockholders Agreement is hereby amended and restated in its entirety and replaced by
Schedule 2
attached hereto.
|
B.
|
As hereby amended by this Amendment, the Original Stockholders Agreement remains in full force and effect.
|
|
COMPANY:
|
|
|
|
|
|
SHAKE SHACK INC.
|
|
|
|
|
|
By:
|
/s/ Randy Garutti
|
|
Name:
|
Randy Garutti
|
|
Title:
|
Chief Executive Officer
|
|
HOLDINGS
|
|
|
|
|
|
SSE HOLDINGS, LLC
|
|
|
|
|
|
By:
|
/s/ Randy Garutti
|
|
Name:
|
Randy Garutti
|
|
Title:
|
Chief Executive Officer
|
|
MEYER STOCKHOLDERS
:
|
|
|
|
|
|
UNION SQUARE HOSPITALITY GROUP, LLC
|
|
|
|
|
|
By:
|
/s/ Daniel H. Meyer
|
|
Name:
|
Daniel H. Meyer
|
|
Title:
|
Chief Executive Officer
|
|
UNION SQUARE CAFE CORP.
|
|
|
|
|
|
By:
|
/s/ Daniel H. Meyer
|
|
Name:
|
Daniel H. Meyer
|
|
Title:
|
Authorized Signatory
|
|
GRAMERCY TAVERN CORP.
|
|
|
|
|
|
By:
|
/s/ Daniel H. Meyer
|
|
Name:
|
Daniel H. Meyer
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
/s/ Daniel H. Meyer
|
|
|
Daniel H. Meyer
|
|
DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12
|
|
|
|
|
|
By:
|
/s/ Jack R. Polsky
|
|
Name:
|
Jack R. Polsky, not individually but solely as Co-Trustee
|
|
LGP STOCKHOLDERS
:
|
|
|
|
|
|
GREEN EQUITY INVESTORS VI, L.P.
|
|
|
|
|
|
By:
|
GEI Capital, VI, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ J.T. Schumacher
|
|
J.T. Schumacher
|
|
|
Vice President - Tax
|
|
GREEN EQUITY INVESTORS SIDE VI, L.P.
|
|
|
|
|
|
By:
|
GEI Capital, VI, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ J.T. Schumacher
|
|
J.T. Schumacher
|
|
|
Vice President - Tax
|
|
LGP MALTED COINVEST LLC
|
|
|
|
|
|
By:
|
Peridot Coinvest Manager LLC, its Manager
|
|
By:
|
Leonard Green & Partners, L.P., its Manager
|
|
By:
|
LGP Management, Inc., its General Partner
|
|
|
|
|
By:
|
/s/ J.T. Schumacher
|
|
J.T. Schumacher
|
|
|
Vice President - Tax
|
|
SEG STOCKHOLDERS
:
|
|
|
|
|
|
SEG PARTNERS, L.P.
|
|
|
|
|
|
By:
|
SEG Partners Holdings, LLC, its general partner
|
|
|
|
|
By:
|
/s/ George Loening
|
|
Name:
|
George Loening
|
|
Title:
|
Managing Member
|
|
SEG PARTNERS II, L.P.
|
|
|
|
|
|
By:
|
SEG Partners II Holdings, LLC, its general partner
|
|
|
|
|
By:
|
/s/ George Loening
|
|
Name:
|
George Loening
|
|
Title:
|
Managing Member
|
|
SEG PARTNERS OFFSHORE MASTER FUND, LTD
|
|
|
|
|
|
By:
|
/s/ George Loening
|
|
Name:
|
George Loening
|
|
Title:
|
Director
|
B.
|
As hereby amended by this Amendment, the Original Registration Rights Agreement remains in full force and effect.
|
|
SHAKE SHACK INC.
|
|
|
|
|
|
By:
|
/s/ Randy Garutti
|
|
Name:
|
Randy Garutti
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
UNION SQUARE HOSPITALITY GROUP, LLC
|
|
|
|
|
|
By:
|
/s/ Daniel H. Meyer
|
|
Name:
|
Daniel H. Meyer
|
|
Title:
|
Chief Executive Officer
|
|
UNION SQUARE CAFE CORP.
|
|
|
|
|
|
By:
|
/s/ Daniel H. Meyer
|
|
Name:
|
Daniel H. Meyer
|
|
Title:
|
Authorized Signatory
|
|
GRAMERCY TAVERN CORP.
|
|
|
|
|
|
By:
|
/s/ Daniel H. Meyer
|
|
Name:
|
Daniel H. Meyer
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
/s/ Daniel H. Meyer
|
|
|
Daniel H. Meyer
|
|
DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12
|
|
|
|
|
|
By:
|
/s/ Jack R. Polsky
|
|
Name:
|
Jack R. Polsky, not individually but solely as Co-Trustee
|
|
FLUG 2012 GS TRUST U/A/D 9/14/12
|
|
|
|
|
|
By:
|
/s/ Sheryl Flug
|
|
Name:
|
Sheryl Flug, as Co-Trustee
|
|
|
|
|
GULF FIVE LLC
|
|
|
|
|
|
By:
|
/s/ Jeff Flug
|
|
Name:
|
Manager
|
|
|
|
|
|
/s/ Richard Coraine
|
|
|
Richard Coraine
|
|
|
|
|
THE RICHARD D. CORAINE 2012 FAMILY
|
|
|
TRUST
|
|
|
|
|
|
By:
|
/s/ Toni Haida
|
|
Name:
|
Toni Haida
|
|
Title:
|
Trustee
|
|
|
/s/ David Swinghamer
|
|
|
David Swinghamer
|
|
|
|
|
THE DAVID A. SWINGHAMER GRAT
|
|
|
|
|
|
By:
|
/s/ Susan Swinghamer
|
|
Name:
|
Susan Swinghamer
|
|
Title:
|
Co-Trustee
|
|
|
/s/ Karen Kochevar
|
|
|
Karen Kochevar
|
|
|
|
|
|
/s/ Walter Robb
|
|
|
Walter Robb
|
|
|
|
|
|
/s/ Erin Moran
|
|
|
Erin Moran
|
|
|
|
|
|
/s/ Ashley Campbell
|
|
|
Ashley Campbell
|
|
|
|
|
|
|
|
GREEN EQUITY INVESTORS VI, L.P.
|
|
|
|
|
|
By:
|
GEI Capital, VI, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Lance J.T. Schumacher
|
|
Lance J.T. Schumacher
|
|
|
Vice President - Tax
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GREEN EQUITY INVESTORS SIDE VI, L.P.
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By:
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GEI Capital, VI, LLC, its General Partner
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By:
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/s/ Lance J.T. Schumacher
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Lance J.T. Schumacher
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Vice President - Tax
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LGP MALTED COINVEST LLC
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By:
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Peridot Coinvest Manager LLC, its Manager
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By:
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Leonard Green & Partners, L.P., its Manager
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By:
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LGP Management, Inc., its General Partner
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By:
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/s/ Lance J.T. Schumacher
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Lance J.T. Schumacher
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Vice President - Tax
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/s/ Randy Garutti
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Randy Garutti
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THE RANDALL J. GARUTTI 2014 GST
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TRUST
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By:
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J.P. Morgan Trust Company of Delaware,
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Administrative Trustee
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By:
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/s/ David Brown
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Name:
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David Brown
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Title:
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Vice President
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/s/ Jeff Uttz
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Jeff Uttz
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SEG PARTNERS, L.P.
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By:
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SEG Partners Holdings, LLC, its general
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partner
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By:
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/s/ George Loening
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Name:
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George Loening
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Title:
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Managing Member
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SEG PARTNERS II, L.P.
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By:
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SEG Partners II Holdings, LLC, its general partner
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By:
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/s/ George Loening
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Name:
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George Loening
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Title:
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Managing Member
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SEG PARTNERS OFFSHORE MASTER
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FUND, LTD
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By:
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/s/ George Loening
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Name:
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George Loening
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Title:
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Director
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ROXANNE H. FRANK REVOCABLE TRUST
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DATED 9/30/75
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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RHF-NM 1999 DESCENDANTS TRUST
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DATED 1/1/2006
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By:
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/s/ Michael McQuinn
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Name:
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Michael McQuinn
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Title:
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Trustee
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MARC WEISS REVOCABLE TRUST U/A/D
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DATED 1/1/2006
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By:
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/s/ Marc Weiss
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Name:
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Marc Weiss
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Title:
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Trustee
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RHF-TM 1999 DESCENDANTS TRUST
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DATED 1/1/2006
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By:
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/s/ Michael McQuinn
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Name:
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Michael McQuinn
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Title:
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Trustee
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VHP SPECIAL TRUST FOR JACK DATED
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12/31/12
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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JEAN POLSKY INVESTMENT TRUST
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DATED 3/21/97
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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JOAN W. HARRIS REVOCABLE TRUST
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DATED 4/1/93
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By:
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/s/ Joan Harris
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Name:
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Joan Harris
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Title:
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Trustee
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BENJAMIN HARRIS FAMILY TRUST
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DATED 12/23/92
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By:
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/s/ Boardman Lloyd
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Name:
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Boardman Lloyd
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Title:
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Trustee
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DAVID HARRIS FAMILY TRUST DATED
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DATED 12/23/92
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By:
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/s/ Boardman Lloyd
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Name:
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Boardman Lloyd
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Title:
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Trustee
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AMY WEISS-MEYER QUALIFIED MINOR'S
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TRUST DATED 12/22/05
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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ISAAC WEISS-MEYER QUALIFIED
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MINOR'S TRUST DATED 12/22/05
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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HALLIE MEYER QUALIFIED MINOR'S
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TRUST DATED 11/23/05
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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GRETCHEN MEYER QUALIFIED MINOR'S
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TRUST DATED 11/23/05
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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CHARLES MEYER QUALIFIED MINOR'S
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TRUST DATED 11/23/05
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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PEYTON MEYER QUALIFIED MINOR'S
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TRUST DATED 11/23/05
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By:
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/s/ Jack Polsky
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Name:
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Jack Polsky
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Title:
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Trustee
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/s/ Beth Stephens
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Beth Stephens
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/s/ Orrin Devinsky
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Orrin Devinsky
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/s/ Lauren Sloate
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Lauren Sloate
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/s/ Bert Vivian
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Bert Vivian
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/s/ Jamie Welch and Fiona Angelini
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Jamie Welch and Fiona Angelini
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GRANITE POINT CAPITAL, L.P.
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By:
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Granite Point Capital Management,
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Investment Manager
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By:
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/s/ C. David Bushley
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Name:
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C. David Bushley
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Title:
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Chief Operating Officer
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THOMAS O'NEAL RYDER FAMILY TRUST
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By:
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/s/ Darlene Ryder
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Name:
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Darlene Ryder
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Title:
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Trustee
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ACG SHACK LLC
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By:
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Alliance Consumer Growth LLC, Its Manager
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By:
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/s/ Joshua N. Goldin
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Name:
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Joshua N. Goldin
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Title:
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Managing Member
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2015
of Shake Shack Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 6, 2015
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/s/ Randy Garutti
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Randy Garutti
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Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2015
of Shake Shack Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 6, 2015
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/s/ Jeff Uttz
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Jeff Uttz
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 6, 2015
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/s/ Randy Garutti
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Randy Garutti
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Chief Executive Officer and Director
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Date: November 6, 2015
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/s/ Jeff Uttz
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Jeff Uttz
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Chief Financial Officer
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