Form 10-Q CHIPOTLE MEXICAN GRILL For: Mar 31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015  

or

◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission File Number: 1-32731

 

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (303) 595-4000

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes     ◻  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☒  Yes    ◻  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ◻  Yes    ☒  No

 

As of April 17, 2015 there were 31,046,847 shares of the registrant’s common stock, par value of $0.01 per share outstanding.

 

 

 

 

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TABLE OF CONTENTS

 

 

 

 

 

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PART I

ITEM  1.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Chipotle Mexican Grill, Inc.

Condensed Consolidated Balance Sheet

(in thousands, except per share data)

 

See accompanying notes to condensed consolidated financial statements.

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Chipotle Mexican Grill, Inc.

Condensed Consolidated Statement of Income and Comprehensive Income

(unaudited)

(in thousands, except per share data)

 

See accompanying notes to condensed consolidated financial statements. 

  

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Chipotle Mexican Grill, Inc.

Condensed Consolidated Statement of Cash Flows

(unaudited)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Chipotle Mexican Grill, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

 (dollar and share amounts in thousands, unless otherwise specified)

1. Basis of Presentation

Chipotle Mexican Grill, Inc., a Delaware corporation, together with its subsidiaries  (collectively the “Company”), develops and operates fast-casual, fresh Mexican food restaurants. As of March 31, 2015, the Company operated 1,800 Chipotle restaurants throughout the United States. The Company also had nine Chipotle restaurants in Canada, six in England, three in France, and one in Germany. Further, the Company operated ten ShopHouse Southeast Asian Kitchen restaurants, serving fast-casual, Asian inspired cuisine, as well as is an investor in a consolidated entity that owned and operated two Pizzeria Locale restaurants, a fast-casual pizza concept.  The Company operated eight regions during the first quarter 2015 and has aggregated its operations to one reportable segment.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of its financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. generally accepted accounting principles for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

2. Recently Issued Accounting Standards

In April 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360).” The pronouncement was issued to clarify the reporting for discontinued operations and disclosures for disposals of components of an entity. The pronouncement is effective for reporting periods beginning after December 15, 2014. The adoption of ASU 2014-08 did not have a significant impact on the Company’s consolidated financial position or results of operations.  

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and IFRS. The pronouncement is effective for reporting periods beginning after December 15, 2016. The expected adoption method of ASU 2014-09 is being evaluated by the Company and the adoption is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718).” The pronouncement was issued to clarify the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The pronouncement is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2014-12 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. 

3. Fair Value of Financial Instruments

The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of their short-term nature. Investments, all of which are classified as held-to-maturity, are carried at amortized cost, which approximates fair value. Investments consist of U.S. treasury notes and CDARS, certificates of deposit placed through an account registry service, with maturities up to approximately two years. Fair market value of U.S. treasury notes is measured using level 1 inputs (quoted prices for identical assets in active markets) and fair market value of CDARS is measured based on level 2 inputs (quoted prices for identical assets in markets that are not active).

The Company also maintains a rabbi trust to fund obligations under a deferred compensation plan. Amounts in the rabbi trust are invested in mutual funds, which are designated as trading securities and carried at fair value, and are included in other assets in the consolidated balance sheet. Fair market value of mutual funds is measured using level 1 inputs (quoted prices for identical assets in active markets). The fair value of the investments in the rabbi trust was $18,211 and $16,147 as of March 31, 2015 and December 31, 2014, respectively. The Company records trading gains and losses in general and administrative expenses in the consolidated statement of income, along with the offsetting amount related to the increase or decrease in deferred compensation to reflect its exposure to liabilities for payment under the deferred plan.  For the three months ended March 31, 2015, and 2014, the Company recorded $139 and $144, respectively, of unrealized gains on investments held in the rabbi trust.

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4. Shareholders’ Equity

The Company has announced authorizations by its Board of Directors of repurchases of shares of common stock, which in the aggregate authorized expenditures of up to $900,000. Under the remaining repurchase authorization, shares may be purchased from time to time in open market transactions, subject to market conditions.

During the three months ended March 31, 2015, the Company repurchased 34 shares of common stock under authorized programs, for a total cost of $23,249. The cumulative shares repurchased under authorized programs as of March 31, 2015 are 4,247 for a total cost of $721,335. As of March 31, 2015, $178,963 was available to repurchase shares under the current repurchase authorizations. The shares are being held in treasury stock until such time as they are reissued or retired at the discretion of the Board of Directors.

5. Stock-based Compensation

During the three months ended March 31, 2015, the Company granted stock only stock appreciation rights (“SOSARs”) on 322 shares of its common stock to eligible employees. The weighted average grant date fair value of the SOSARs was $158.19 per share with a weighted average exercise price of $667.93 per share based on the closing price of common stock on the date of grant. The SOSARs vest in two equal installments on the second and third anniversary of the grant date. During the three months ended March 31, 2015, 119 SOSARs were exercised, and 9 SOSARs were forfeited.  

During the three months ended March 31, 2015, the Company awarded performance shares that were subject to service, performance, and market vesting conditions. The quantity of shares that will ultimately vest is determined based on Chipotle’s relative performance versus a restaurant industry peer group, in average revenue growth, net income growth, and total shareholder return, with each performance measure to be weighted equally. Performance will be calculated over a three year period beginning January 1, 2015 through December 31, 2017. If minimum targets are not met, then no shares will vest.

Total stock-based compensation expense was $16,561 ($10,213 net of tax) for the three months ended March 31, 2015, and was $27,657 ($17,012 net of tax) for the three months ended March 31, 2014. A portion of stock-based compensation totaling $425 for the three months ended March 31, 2015, and $298 for the three months ended March 31, 2014, respectively, was recognized as capitalized development and is included in leasehold improvements, property and equipment in the consolidated balance sheet.

6. Earnings Per Share

Basic earnings per share is calculated by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share (“diluted EPS”) is calculated using income available to common shareholders divided by diluted weighted-average shares of common stock outstanding during each period. Potentially dilutive securities include common shares related to SOSARs and non-vested stock awards (collectively “stock awards”).  For the three months ended March 31, 2015 and 2014, 131 and 326 stock awards, respectively, were excluded from the calculation of diluted EPS because they were anti-dilutive. In addition, 304 and 394 stock awards for the three months ended March 31, 2015 and 2014, respectively, were excluded from the calculation of diluted EPS because they were subject to performance conditions.

The following table sets forth the computations of basic and diluted earnings per share:  

 

 

 

 

 

 

 

 

 

 

7. Commitments and Contingencies

Notices of Inspection of Work Authorization Documents and Related Civil and Criminal Investigations

Following an inspection during 2010 by the U.S. Department of Homeland Security, or DHS, of the work authorization documents of the Company’s restaurant employees in Minnesota, the Immigration and Customs Enforcement arm of DHS, or ICE, issued to the Company a Notice of Suspect Documents identifying a large number of employees who, according to ICE and notwithstanding the Company’s review of work authorization documents for each employee at the time they were hired, appeared not to be authorized to work in the U.S. The Company

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approached each of the named employees to explain ICE’s determination and afforded each employee an opportunity to confirm the validity of their original work eligibility documents, or provide valid work eligibility documents. Employees who were unable to provide valid work eligibility documents were terminated in accordance with the law. In December 2010, the Company was also requested by DHS to provide the work authorization documents of restaurant employees in the District of Columbia and Virginia, and the Company provided the requested documents in January 2011. The Company subsequently received requests from the office of the U.S. Attorney for the District of Columbia for work authorization documents covering all of the Company’s employees since 2007, plus employee lists and other documents concerning work authorization. The Company believes its practices with regard to the work authorization of its employees, including the review and retention of work authorization documents, are in compliance with applicable law. However, the termination of large numbers of employees in a short period of time does disrupt restaurant operations and results in a temporary increase in labor costs as new employees are trained.

In May 2012, the U.S. Securities and Exchange Commission notified the Company that it is conducting a civil investigation of the Company’s compliance with employee work authorization verification requirements and its related disclosures and statements, and the office of the U.S. Attorney for the District of Columbia advised the Company that its investigation has broadened to include a parallel criminal and civil investigation of the Company’s compliance with federal securities laws. The Company intends to continue to fully cooperate in the government’s investigations. It is not possible at this time to determine whether the Company will incur, or to reasonably estimate the amount of, any fines, penalties or further liabilities in connection with these matters.

Miscellaneous

The Company is involved in various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s financial position, results of operations, liquidity or capital resources. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially and adversely affect the Company’s business, financial condition, results of operations and cash flows.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this report, including projections of our number and type of new restaurant openings, comparable restaurant sales increases, food cost trends, and labor, marketing, other operating,  and general and administrative expenses, as well as discussion of possible stock repurchases and estimates of our effective tax rates, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We use words such as “anticipate”, “believe”, “could”, “should”, “estimate”, “expect”, “intend”, “may”, “predict”, “project”, “target”, and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are based on information available to us as of the date any such statements are made, and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the risk factors described in our annual report on Form 10-K for the year ended December 31, 2014, as updated in Part II, Item 1.A of this report.

Overview

Chipotle operates fresh Mexican food restaurants serving burritos, tacos, burrito bowls (a burrito without the tortilla) and salads. We began with a simple philosophy: demonstrate that food served fast doesn’t have to be a traditional “fast-food” experience. We do this by avoiding a formulaic approach when creating our restaurant experience, looking to fine dining restaurants for inspiration. We use high-quality raw ingredients, classic cooking methods and distinctive interior design, and have friendly people to take care of each customer—features that are more frequently found in the world of fine dining. Our approach is also guided by our belief in an idea we call “Food With Integrity.” Our objective is to find the highest quality ingredients we can—ingredients that are grown or raised with respect for the environment, animals and people who grow or raise the food. A similarly focused people culture, with an emphasis on identifying and empowering top performing employees, enables us to develop future leaders from within.

2015 Highlights

Restaurant Development. As of March 31, 2015, we had 1,831 restaurants in operation, including 1,800 Chipotle restaurants throughout the United States, with an additional nine in Canada, six in England, three in France, and one in Germany. Our restaurants also included ten ShopHouse Southeast Asian Kitchen restaurants, serving fast-casual, Asian inspired cuisine, and two Pizzeria Locale restaurants, a fast-casual pizza concept in which we are an investor through a consolidated entity. New restaurants have contributed substantially to our revenue growth and we opened 49 restaurants during the three months ended March 31, 2015. We expect to open between 190 and 205 new restaurants for the full year 2015, including a small number of international, ShopHouse and Pizzeria Locale restaurants.

Sales Growth. Average restaurant sales were $2.516 million as of March 31, 2015. We define average restaurant sales as the average trailing 12-month sales for restaurants in operation for at least 12 full calendar months. Our comparable restaurant sales increased 10.4% for the first three months of 2015.  Comparable restaurant sales represent the change in period-over-period sales for restaurants beginning in their 13th full month of operation.  Comparable restaurant sales increases in the first three months of 2015 were driven primarily by an increase in average check, including a 6.1% impact from the nationwide menu price increase taken during the second quarter of 2014, and to a lesser extent from increases in customer visits. We believe that weather, combined with the pork supply shortage discussed in the section below, resulted in a reduction of comparable restaurant sales increases of approximately 1-2% during the first quarter of 2015. We expect our 2015 full year comparable restaurant sales increases to be in the low to mid-single digits, including a continued negative impact in the range of  up to 2% until we have enough pork to supply all of our restaurants. 

Catering service is available in Chipotle restaurants throughout the U.S, except New York City. Catering represented slightly more than 1% of company sales in the first three months of 2015. 

Food With Integrity. In all of our restaurants, we endeavor to serve only meats that were raised without the use of non-therapeutic antibiotics or added hormones, and in accordance with criteria we’ve established in an effort to improve sustainability and promote animal welfare. We brand these meats as “Responsibly Raised®.” In addition, a portion of some of the produce items we serve is organically grown, and/or sourced locally when in season (by which we mean within 350 miles of the restaurant where it is served), and a portion of the beans we serve is organically grown and a portion is grown using conservation tillage methods that improve soil conditions, reduce erosion and help preserve the environment in which they are grown. The sour cream and cheese we buy is made with milk that comes from cows that are not given rBGH. Milk used to make much of our cheese and all of our sour cream is sourced from pasture-based dairies that provide an even higher standard of animal welfare by providing outdoor access for their cows. Further, we disclose on our website which ingredients contain genetically modified organisms, or GMOs, and we are working to replace ingredients containing GMOs in our food (not including beverages) with non-GMO ingredients. While the meat and poultry we serve is not genetically modified, the animals are likely fed a diet containing GMOs. We will continue to search for quality ingredients that not only taste delicious, but also benefit local farmers or the environment, or otherwise benefit or improve the sustainability of our supply chain.

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One of our primary goals is for all of our restaurants to continue serving meats that are raised to meet our standards, but we have and will continue to face challenges in doing so. In January 2015, through an ongoing audit of our suppliers, we identified a pork supplier that was not meeting our standards related to the size and condition of the housing offered to some of the pigs, so we suspended our purchases from this supplier. Without this supply, we cannot get enough pork that meets our standards for all of our restaurants and we will not be able to serve carnitas in many of our U.S. restaurants (with more than one-third of our restaurants not serving carnitas) until we can find additional sources meeting our standards to make up the shortfall. Some of our restaurants may also periodically serve conventionally raised beef or chicken in the future due to supply constraints. When we become aware that one or more of our restaurants will serve conventionally raised meat, we clearly and specifically disclose this temporary change on signage in each affected restaurant, so customers can avoid those meats if they choose to do so.

Our food costs decreased as a percentage of revenue for the first three months of 2015 as compared to 2014 due to the impact of the menu price increase implemented in the second quarter of 2014, as well as relief in dairy prices, partially offset by higher beef and tortilla costs. We expect food costs as a percentage of revenue for the full year 2015 will increase slightly.

Stock-Based Compensation Expense.   For the full year 2015, we expect non-cash stock-based compensation expense will be approximately $80 million, a decrease of $18 million from 2014.  We restructured our executive officer equity compensation program, contributing to an expected decrease of $33 million.  We expect this benefit will be partially offset by an increase of $15 million for increased grants to staff and restaurant employees and a higher estimated grant date fair value.  The majority of the stock-based compensation expense is recognized in general and administrative expense with a smaller portion impacting labor costs.

Stock Repurchases. In accordance with stock repurchases authorized by our Board of Directors, we purchased stock with an aggregate total repurchase price of $23.2 million during the first three months of 2015. As of March 31, 2015, $179.0 million was available to be repurchased under the current repurchase authorizations announced on April 17, 2014 and February 3, 2015. We have entered into an agreement with a broker under SEC rule 10b5-1(c), authorizing the broker to make open market purchases of common stock from time to time, subject to market conditions. The existing repurchase agreement and the Board’s authorization of the repurchases may be modified, suspended, or discontinued at any time.

Restaurant Activity

The following table details restaurant unit data for the periods indicated.

Results of Operations

Our results of operations as a percentage of revenue and period-over-period changes are discussed in the following section. As our business grows and we open more restaurants and hire more employees, our aggregate restaurant operating costs increase.

Revenue

 

 

The significant factors contributing to our increase in revenue were new restaurant openings and comparable restaurant sales increases. For the three months ended March 31, 2015, revenue from restaurants not yet in the comparable restaurant base contributed $93.9 million of the increase in sales, of which $11.8 million was attributable to restaurants opened in 2015. Comparable restaurant sales increases contributed $90.9 

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million of the increase in revenue for the first quarter of 2015. Comparable restaurant sales increases were driven primarily by an increase in average check, including the impact of the menu price increase implemented in the second quarter of 2014, and to a lesser extent an increase in customer visits.

Food, Beverage and Packaging Costs

 

 

Food, beverage and packaging costs decreased as a percentage of revenue for the three months ended March 31, 2015 as a result of the impact of the menu price increase implemented in the second quarter of 2014, as well as relief in dairy prices, offset by increased beef and tortilla costs. We expect food costs as a percentage of revenue for the full year 2015 will increase slightly compared to the first quarter of 2015.

 

Labor Costs

 

Labor costs as a percentage of revenue decreased in the three months ended March 31, 2015 primarily due to the benefit of higher average restaurant sales, including the impact of menu price increases, partially offset by wage inflation and increased number of managers and crew in each of our restaurants. 

Occupancy Costs

 

 

Occupancy costs as a percentage of revenue decreased in the three months ended March 31, 2015 primarily due to the benefit of higher average restaurant sales on a partially fixed-cost base.

Other Operating Costs

 

Other operating costs include, among other items, marketing and promotional costs, bank and credit card fees, and restaurant utilities and maintenance costs. Other operating costs as a percentage of revenue decreased for the three months ended March 31, 2015 due primarily to lower marketing spend as a percentage of revenue. While marketing costs fluctuate significantly each quarter during the year, for the full year 2015, we expect other operating costs as a percentage of revenue to increase compared to the first quarter of 2015.

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General and Administrative Expenses

 

The decrease in general and administrative expenses in dollar terms in the three months ended March 31, 2015 primarily resulted from decreased non-cash stock-based compensation expense due to a change in the structure of our executive compensation, partially offset by increased wages and benefits as we grew. We expect general and administrative expenses in dollar terms for the full year 2015 to remain generally consistent with $273.9 million recognized in the full year 2014, due primarily to decreased non-cash stock-based compensation expense and costs associated with our biennial All Managers’ Conference held in the 2014 comparable period, offset by higher expenses as we grow.

Depreciation and Amortization  

 

 

The increase in depreciation and amortization in dollar terms was primarily due to restaurants opened in 2015 and 2014. Depreciation and amortization remained consistent as a percent of revenue. 

Loss on Disposal of Assets

 

 

The increase in loss on disposal of assets in dollar terms was primarily due to a write-off of $2.8 million that was recognized during the first quarter, related to an internally developed software program that we chose not to implement. 

Provision for Income Taxes  

 

 

For the full year 2015, we estimate our effective tax rate will be 38.7% compared to 37.6% in 2014. The 2014 rate benefitted 1.0% from federal and state credits that we recognized from filing 2013 tax returns and also from certain federal tax credits that have not been renewed for 2015. The increase in the estimated rate is partially offset by a decrease in the estimated state tax rate for 2015.

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Seasonality

Seasonal factors cause our profitability to fluctuate from quarter to quarter. Historically, our average daily restaurant sales are lower, and our net income is generally lower in the first and fourth quarters due, in part, to the holiday season and because fewer people eat out during periods of inclement weather (the winter months) than during periods of mild or warm weather (the spring, summer and fall months). Other factors also have a seasonal effect on our results. For example, restaurants located near colleges and universities generally do more business during the academic year. Seasonal factors, however, might be moderated or outweighed by other factors that may influence our quarterly results, such as fluctuations in food or packaging costs or the timing of menu price increases. The number of trading days can also affect our quarterly results. Overall, on an annual basis, changes in trading days do not have a significant impact on our results.

Our quarterly results are also affected by other factors such as the amount and timing of non-cash stock-based compensation expense, the number of new restaurants opened in a quarter, timing of marketing and promotional spend and planned events, such as our biennial All Managers’ Conference. New restaurants typically have lower margins following opening as a result of the expenses associated with opening new restaurants and their operating inefficiencies in the months immediately following opening. Accordingly, results for a particular quarter are not necessarily indicative of results to be expected for any other quarter or for any year.

Liquidity and Capital Resources

Our primary liquidity and capital requirements are for new restaurant construction, working capital and general corporate needs. We have a cash and short-term investment balance of $890.5 million that we expect to utilize, along with cash flow from operations, to provide capital to support the growth of our business (primarily through opening restaurants), to repurchase additional shares of our common stock subject to market conditions (including up to $179.0 million in repurchases under programs authorized as of March 31, 2015), to maintain our existing restaurants, and for general corporate purposes. We also have a long term investments balance of $531.1 million, which consists of U.S. treasury notes and certificate of deposit products with maturities up to approximately 2 years. We believe that cash from operations, together with our cash and investment balances, will be enough to meet ongoing capital expenditures, working capital requirements and other cash needs for the foreseeable future.  

We haven’t required significant working capital because customers pay using cash or credit cards and because our operations do not require significant receivables, nor do they require significant inventories due, in part, to our use of various fresh ingredients. In addition, we generally have the right to pay for the purchase of food, beverage and supplies sometime after the receipt of those items, generally within ten days, thereby reducing the need for incremental working capital to support growth.

Off-Balance Sheet Arrangements

As of March 31, 2015 we had no off-balance sheet arrangements or obligations.

Critical Accounting Estimates

Critical accounting estimates are those that we believe are both significant and that require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and we might obtain different estimates if we used different assumptions or conditions. We had no significant changes in our critical accounting estimates since our last annual report. Our critical accounting estimates are identified and described in our annual report on Form 10-K for the year ended December 31, 2014.

ITEM  3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risks

We are exposed to commodity price risks. Many of the ingredients we use to prepare our food, as well as our packaging materials, are commodities or ingredients that are affected by the price of other commodities, exchange rates, foreign demand, weather, seasonality, production, availability and other factors outside our control. We work closely with our suppliers and use a mix of forward pricing protocols under which we agree with our supplier on fixed prices for deliveries at some time in the future, fixed pricing protocols under which we agree on a fixed price with our supplier for the duration of that protocol, and formula pricing protocols under which the prices we pay are based on a specified formula related to the prices of the goods, such as spot prices. However, a majority of the dollar value of goods purchased by us is effectively at spot prices. Generally our pricing protocols with suppliers can remain in effect for periods ranging from one to 18 months, depending on the outlook for prices of the particular ingredient. In several cases, we have minimum purchase obligations. We’ve tried to increase, where necessary, the number of suppliers for our ingredients, which we believe can help mitigate pricing volatility, and we follow industry news, trade issues, exchange rates, foreign demand, weather, crises and other world events that may affect our ingredient prices. Increases in ingredient prices could adversely affect our results if we choose not to increase menu prices at the same pace for competitive or other reasons.

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Changing Interest Rates

We are also exposed to interest rate risk through fluctuations of interest rates on our investments. Changes in interest rates affect the interest income we earn, and therefore impact our cash flows and results of operations. As of March 31, 2015, we had $1.0 billion in investments and interest-bearing cash accounts, including insurance related restricted trust accounts classified in other assets, and $380.1million in accounts with an earnings credit we classify as interest income, which combined bear a weighted-average interest rate of 0.45%.

Foreign Currency Exchange Risk

A portion of our operations consists of activities outside of the U.S. and we have currency risk on the transactions in other currencies and translation adjustments resulting from the conversion of our international financial results into the U.S. dollar. However, a substantial majority of our operations and investment activities are transacted in the U.S. and therefore our foreign currency risk is limited at this date.

ITEM  4.CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2015, we carried out an evaluation, under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

During the quarter ended March 31, 2015, we implemented a new human resource information and payroll management system. We will continue to integrate the software with our processes, systems, and controls in future periods. There were no other changes during the three months ended March 31, 2015 in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II

ITEM 1.LEGAL PROCEEDINGS

For information regarding legal proceedings, see Note 7 “Commitments and Contingencies” in our notes to condensed consolidated financial statements included in Item 1. “Financial Statements and Supplementary Data.”

ITEM  1A.RISK FACTORS

There have been no material changes in our risk factors since our annual report on Form 10-K for the year ended
December 31, 2014.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

The table below reflects shares of common stock we repurchased during the first quarter of 2015.

 

ITEM  3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

None.

ITEM  6.EXHIBITS

The exhibits listed in the exhibit index following the signature page are filed or furnished as part of this report.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date: April 21, 2015

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*        Incorporated by reference to Chipotle Mexican Grill, Inc.’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on December 16, 2009 (File No. 001-32731).

**      Incorporated by reference to Chipotle Mexican Grill, Inc.’s Quarterly Report on Form 10-Q filed on July 19, 2013 (File No. 001-32731).

***    Incorporated by reference to Chipotle Mexican Grill, Inc.’s Current Report on Form 8-K filed on January 5, 2009 (File No. 001-32731).

 

 

 

 

 

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Exhibit 10.1

Board Pay Policies

As of March 12, 2015

The purpose of this document is to summarize the compensation policies and programs that apply to non-employee directors of Chipotle Mexican Grill, Inc. (Chipotle).

Overview—Total Compensation

Chipotle aims to compensate directors at competitive market levels. A director’s compensation may include up to four components:

The sum of these components received by a non-employee director comprises total compensation. Following is a detailed explanation of each.

Annual Retainer

Non-employee directors receive a $195,000 annual retainer.  $75,000 of this retainer is paid in cash. Cash payments will be distributed to directors via standard Chipotle payroll processing and paid out in equal amounts in June and December of each year.  The appropriate payroll tax elections must be made with Chipotle upon election to the Board.

The remaining portion of the retainer will be delivered via Restricted Stock Units denominated in shares of common stock issued on the date of Chipotle’s annual meeting of shareholders each year to each non-employee director under Chipotle’s 2011 Stock Incentive Plan.  The number of RSU’s delivered will be determined by dividing $120,000 by the closing stock price on the day of grants.  The RSU’s will be subject to cliff vesting on the third anniversary of the date of grant, and directors may elect to defer receipt of the shares issuable under the RSU’s by making an election with Chipotle Human Resources, as further described in the RSU agreement issued to each director.  A Form 4 will need to be filed with the SEC, this will be done by Chipotle on behalf of each director within the required time frame.  A Form 4 is a document required by the SEC that discloses changes in equity holdings of directors, officers, and 10 percent shareholders.

For the first year of service, the cash and RSU portions of the annual retainer will be prorated based on a calendar year, using the date of election to the Board (whether by the Board to fill a vacancy, or by the shareholders).  Payment of the prorated cash portion of a new director’s annual retainer will be made on the first regularly-scheduled date for payment of all directors following the new director’s joining the Board; payment of, and issuance of the prorated RSU’s will be effective upon the later of the director’s joining the Board and the date of the annual shareholder meeting during the year in which the director joined.  There may also be a prorated cash retainer provided when there is a separation from the Board, with the timing of payment of the prorated cash retainer to be determined by the Compensation Committee in its sole discretion.

Board Meeting Fee

Non-employee directors will receive $2,000 for each Board meeting.  Multi-day Board meetings will be paid at $2,000 for each day of the meeting.  These cash fees will be tracked and accrued by Chipotle. Cash payments will be distributed to directors via standard Chipotle payroll processing and paid out in June and December of each year.  The appropriate tax elections must be made with Chipotle upon election to the Board.

Committee Meeting Fees

A committee meeting fee of $1,500 per meeting will be paid to each non-employee director attending the meeting in person, while telephonic participation in an in-person committee meeting pays a $750 fee.  Meetings which are held telephonically for all members due to scheduling conflicts or logistics and which are full meetings where minutes

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are taken and normal committee business is conducted are eligible for the full $1,500 in-person meeting fee.  Meetings held telephonically for updates or other brief matters and at which no minutes are taken pay a $750 fee.

These cash fees will be tracked and accrued by Chipotle. Cash payments will be distributed to directors via standard Chipotle payroll processing and paid out in June and December of each year.  The appropriate tax elections must be made with Chipotle upon election to the Board.

These fees apply to the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee.  The chairperson and members of each committee are paid the same per-meeting fees.

Standard committee meeting fees will be provided irrespective of whether there is a Board meeting on the same day.

Special Meetings

It may be necessary from time to time to have special meetings and/or participation of Board members in meetings other than the standard scheduled Board or committee meetings.  Meetings of a substantive nature that require non-employee director participation or in which participation has been requested of a non-employee director are eligible for a $1,500 and $750 meeting fee for in-person and telephonic participation, respectively. 

The same meeting fees will also apply in cases where non-employee directors are required to attend or have been invited to attend committee meetings for which they are not members.

Committee Chairperson Retainer

The chairperson of each committee will receive a retainer for their additional services to each committee.  The chairperson of the Audit Committee will receive $20,000 annually; the chairperson of the Compensation Committee will receive $15,000 annually; and the chairperson of the Nominating and Corporate Governance Committee will receive $10,000 annually.  The chairperson of any other committees created by the Board will receive $5,000 annually, unless otherwise specified by the Board.  These cash fees will be tracked and accrued by Chipotle.  Cash payments will be distributed to directors via standard Chipotle payroll processing and paid out in equal amounts in June and December of each year.  The appropriate tax elections must be made with Chipotle upon election to the Board.

For the first year of service and any subsequent separation, the committee chair retainer will be prorated in the same manner as the non-employee director annual retainer.

Independent Lead Director Retainer

The Lead Director elected pursuant to Chipotle’s Corporate Governance Guidelines will receive an annual cash retainer of $15,000 for their additional service to the Board.  This fee will be tracked and accrued by Chipotle, and will be distributed in equal amounts in June and December of each year. 

Stock Ownership Guidelines 

Directors are expected to own shares of Chipotle common stock having a total value of five times the annual cash retainer payable to outside directors within five years of being elected to the Board.  The following forms of equity count towards the required stock ownership guidelines:

The following forms of equity do not count towards the required stock ownership guidelines:

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*Shares transferred directly or indirectly to a third party, other than a family member, will not be counted toward the ownership guidelines.  Shares transferred directly or indirectly to a family member will be evaluated on a case by case basis considering all the facts and circumstances.

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Exhibit 10.2

Performance Share Agreement

 

This Performance Share Agreement (“Agreement”) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Common Stock of the Company, $.01 par value per share (“Common Stock”), on the terms and conditions provided for herein pursuant to the Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”).  Except as specifically set forth herein, this Agreement and the rights granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.

The date on which all of the conditions set forth above are satisfied is the “Vesting Date,” and the Company will issue one share of Common Stock for each Performance Share earned and vested to the Participant on the March 15th immediately following the Performance Period or as soon as practicable thereafter consistent with not violating Section 409A of the Code (the “Payout Date”), subject to earlier payment in connection with a Change in Control under Section 3(c).

This Agreement represents the Company’s unfunded and unsecured promise to issue Common Stock at a future date, subject to the terms of this Agreement and the Plan.  Participant has no rights under this Agreement other than the rights of a general unsecured creditor of the Company.

Subject to the satisfaction of any tax withholding obligations described in Section 6 below, Participant may elect to defer the receipt of any of the shares of Common Stock underlying the Performance Shares by submitting to the Company a deferral election in the form provided by the Company.  In the event Participant intends to defer the receipt of Performance Shares, Participant must submit to the Company a completed deferral election form no later than the Final Election Date (as defined below). By submitting such deferral election, Participant represents that he/she understands the effect of any such deferral under relevant federal, state and local tax and social security laws, including, but not limited to, the fact that social security contributions may be due upon the Vesting Date notwithstanding the deferral election.  Any deferral election may be amended or terminated prior to the Final Election Date.  A deferral election shall become irrevocable on the Final Election Date and any deferral election or revision of a deferral election submitted after the Final Election Date shall be void and of no force or effect.  The “Final Election Date” shall be the last business day occurring on or before the date that is six months prior to the final day of the Performance Period, provided that in no circumstances will the Final Election Date be later than the date Participant ceases to provide services to the Company or the date that the making of such election causes the Performance Shares to become subject to the excise tax pursuant to Code Section 409A.

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Notwithstanding the foregoing or any contrary provision in the Plan, if Participant’s employment terminates prior to the Vesting Date as a result of Participant’s death, or the Committee determines that such termination is in connection with Participant’s Retirement (as defined below), or is as a result of Participant’s medically diagnosed permanent physical or mental inability to perform his or her job duties, then the award evidenced by this Agreement will continue in force following the date of such termination, and, subject to any then effective deferral election, a pro-rata portion of the shares of Common Stock underlying the Performance Shares will be issued to Participant (or if applicable his or her estate, heirs or beneficiaries) reflecting the period of Participant’s continued service to the Company from and after the Grant Date through the date of termination of Participant’s service, will be issued to Participant on the Payout Date.  The Committee will determine the pro-rata portion of the Performance Shares to be paid out under the following formula:  Total number of shares of Common Stock issuable on account of attaining the Performance Goals based upon the actual performance results during the Performance Period multiplied by a fraction, the numerator of which is the number of days of service following Grant Date and the denominator of which is the number of days following the Grant Date through the final day of the Performance Period).

For purposes of this Section 2, “Retirement” means that a Participant having a combined Age and Years of Service (as those terms are defined below) of at least 70 and (a) has given the Chief Executive Officer of the Company or his or her designee at least six months prior written notice of such Participant’s retirement; (b) has agreed for a period of two years after such retirement not to engage in any “competitive activity” with the Company (as determined from time to time by the Committee); and (c) voluntarily terminates from service with the Company.  The term “Age” of a Participant means (as of a particular date of determination), the Participant’s age on that date in whole years and any fractions thereof, and the term “Years of Service” means the number of years and fractions thereof during the period beginning on a Participant’s most recent commencement of employment with the Company or a subsidiary or parent of the Company (or such other Company-associated entity as the Committee may determine from time to time) and ending on the date of such Participant’s termination of service with the Company or a subsidiary or parent of the Company.

Upon such substitution the Performance Shares shall terminate and be of no further force and effect.

If to Participant:

to Participant’s most recent address on the records of the Company

If to the Company:

Chipotle Mexican Grill, Inc.
1401 Wynkoop Street, Suite 500
Denver, CO 80202
Attn: Director – Compensation & Benefits
Facsimile: 303-222-2500

(or to such other address as the party in question shall from time to time designate by written notice to the other parties).

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Signature Page to Performance Share Agreement

 

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Appendix A to Performance Share Agreement

Name of Participant:______________________

Number of Performance Shares:    The number of Performance Shares that are earned based on results achieved during the Performance Period (as defined in the Performance Share Agreement) is determined by multiplying the Target Number of Performance Shares (as defined in the Performance Share Agreement) by the Payout Percentage determined under the Performance Goal Table set forth below based on the Company’s “Peer Group Ranking” (as defined below):

Performance Goal Table

Straight-line interpolation shall be used to determine the Payout Percentage when performance is between two stated levels in this table.  For example, if the Peer Group Ranking is 60%, the Payout Percentage is 91.67%, calculated as follows: (((60% - 50%)(100% - 75%) / (65% - 50%)) + 75%) = 91.65%.  Performance Shares that are earned under this Appendix A shall only be issued to the Participant to the extent that the continued employment conditions set forth in the Performance Share Agreement have been satisfied.

For avoidance of doubt, no Performance Shares will be earned under the Performance Goal Table set forth above if the Peer Group Ranking is less than 35%, and no more than 200% of the Target Number of Performance will be earned under the Performance Goal Table set forth above if the Peer Group Ranking is more than 90%.

Peer Group Ranking:   The “Peer Group Ranking, expressed as a percentage, equals the sum of the Company’s TSR Ranking, Net Income Growth Ranking and Revenue Growth Ranking, divided by three.

Peer Group: “Peer Group” shall mean the following companies, subject to adjustments in accordance with the rules set forth below: Biglari Holdings, Inc., BJ’s Restaurants, Inc., Bloomin’ Brands, Inc., Bob Evans Farms, Inc., Brinker International, Inc., Buffalo Wild Wings, Inc., Carrols Restaurant Group, Inc., Cracker Barrel Old Country Store, Inc., Darden Restaurants, Inc., DineEquity Inc., Domino’s Pizza Inc., Dunkin’ Brands Group, Inc., Fiesta Restaurant Group, Inc., Ignite Restaurant Group, Inc., Jack In The Box Inc., McDonald’s Corporation, Panera Bread Company, Papa John’s International Inc., Red Robin Gourmet Burgers, Inc., Ruby Tuesday, Inc., Sonic Corp., Starbucks Corporation, Texas Roadhouse Inc., The Cheesecake Factory Incorporated, The Wendy’s Company and Yum! Brands, Inc.  If a company in the Peer Group becomes bankrupt, the bankrupt company will be removed from  the Peer Group for the entire Performance Period.  If a company in the Peer Group is acquired by another company or entity, including through a management buy-out or going-private transaction during the Performance Period, the acquired company will be removed from the Peer Group for the entire Performance Period.  If a company in the Peer Group acquires another company in the Peer Group, the acquiring company will remain in the Peer Group.  No new companies will be added to the Peer Group during the Performance Period.

TSR Ranking:  “ TSR Ranking” ranks the “Total Shareholder Return” (as defined below) for the Company over the Performance Period in relation to the Total Shareholder Return for the companies in the “Peer Group”.  The TSR of the Company and each company in the Peer Group will be ranked from highest to lowest and the TSR Ranking will be equal to the Company’s percentile ranking.  For example, the Company’s TSR Ranking will be at the 75% percentile if 75% of TSR results for all the ranked companies are lower than the Company’s TSR for the Performance Period.

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Total Shareholder Return or TSR:  “Total Shareholder Return” for the Company and each of the respective companies in the Peer Group shall be equal to:

(Ending Value/Beginning Value)^(1/3)-1

where:

“Ending Value” is the average closing price, as reported on the securities exchange on which the stock of the relevant company is traded, for the last twenty (20) trading days of the Performance Period plus the dividends declared during the Performance Period, which are presumed to be reinvested on a quarterly basis.

“Beginning Value” is the average closing price, as reported on the securities exchange on which the stock of the relevant company is traded, for the twenty (20) trading days immediately preceding the first day of the Performance Period. 

For example, if the Ending Value is $225 million and the Beginning Value is $150 million, the TSR is 14.5%.   The TSR for Company and each Peer Group Company shall be adjusted to take into account stock splits, reverse stock splits and extraordinary dividends and other similar extraordinary events that occur during the Performance Period; provided however, that the Committee shall not make any adjustment that causes the Award to fail to qualify as performance-based compensation under Code Section 162(m) and the regulations thereunder.

Net Income Growth Ranking:  “Net Income Growth Ranking” ranks the Net Income Growth (as defined below) for the Company over the Performance Period in relation to the Net Income Growth for the companies within the Peer Group.  Net Income Growth of the Company and each company in the Peer Group will be ranked from highest to lowest and the Net Income Growth Ranking will be equal to the Company’s percentile ranking.  For example, the Company’s Net Income Growth ranking will be at the 75% percentile if 75% of Net Income Growth results for the ranked companies are lower than the Company’s Net Income Growth for the Performance Period.

Net Income Growth:  “Net Income Growth,” with respect to the Company and each of the respective companies in the Peer Group, shall mean the average annual percentage growth of the applicable company’s net income during the Performance Period.   Net income shall be determined based on net income reported in the applicable company’s audited financial statements excluding any events of an “unusual nature” or of a type that indicates “infrequency of occurrence”, both as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto).  For example, if a company’s reported net income for the fiscal years ending December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017 were $10 million, $9 million, $10 million and $12.5 million, respectively, the average annual percentage growth rate for that company’s net income would be 8.7% ((-10% + (11.1%) + (25%)) / 3).

Revenue Growth Ranking:  “Revenue Growth Ranking” ranks the Revenue Growth (as defined below) for the Company over the Performance Period in relation to the Revenue Growth for the companies in the Peer Group.  The Revenue Growth of the Company and each company in the Peer Group will be ranked from highest to lowest and the Relative Revenue Growth will be equal to the Company’s percentile ranking.  For example, the Company’s Relative Revenue Growth ranking will be at the 75% percentile if 75% of the Revenue Growth results for the ranked companies are lower than the Company’s Revenue Growth for the Performance Period.

Revenue Growth: “Revenue Growth,” with respect to the Company and each of the respective companies in the Peer Group, shall mean the average annual percentage growth rate of the applicable company’s gross revenue during the Performance Period.  Revenue shall be determined based on reported gross revenue reported in the applicable company’s audited financial statements excluding any events of an “unusual nature” or of a type that indicates “infrequency of occurrence”, both as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto).   For example, if a company’s reported gross revenue for the fiscal years ending December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017 were $10 million, $12 million, $13 million and $14 million, respectively, the average annual percentage growth rate for revenue would be 12% ((20% + 8.3% + 7.7%) / 3).

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Exhibit 31.1

CERTIFICATION

I, Steve Ells, certify that:

Date: April 21, 2015

 

 

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Exhibit 31.2

CERTIFICATION

I, Montgomery F. Moran, certify that:

Date: April 21, 2015

 

 

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Exhibit 31.3

CERTIFICATION

I, John R. Hartung, certify that:

Date: April 21, 2015

 

 

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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Steve Ells, the Founder, Chairman and Co-Chief Executive Officer Chipotle Mexican Grill, Inc. (the “Registrant”), Montgomery F. Moran, the Co-Chief Executive Officer of the Registrant and John R. Hartung, the Chief Financial Officer of the Registrant, each hereby certifies that, to the best of his knowledge:

Date: April 21, 2015

 

 

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