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0001058090FALSE00010580902024-04-242024-04-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2024
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of
incorporation)
1-32731
(Commission File Number)
84-1219301
(I.R.S. Employer
Identification No.)
610 Newport Center Drive, Suite 1100
Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 524-4000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share CMG New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On April 24, 2024, we issued a press release announcing earnings and other financial results for our fiscal quarter ended March 31, 2024, and that management would review these results in a conference call at 4:30 pm Eastern time on April 24, 2024.



Item 2.02 Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
Exhibit Number Exhibit Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
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 hereunto duly authorized.
Chipotle Mexican Grill, Inc.
April 24, 2024
By: /s/ John R. Hartung
Name: John R. Hartung
Title: Chief Financial and Administrative Officer

EX-99.1 2 cmg-20240424xex991.htm EX-99.1 Document

Exhibit 99.1
picture1.jpg
EARNINGS RELEASE
PR Contact: Laurie Schalow
(949) 524-4035
MediaRelations@chipotle.com
IR Contact: Cindy Olsen, CFA
(949) 524-4205
Cindy.Olsen@chipotle.com
CHIPOTLE ANNOUNCES FIRST QUARTER 2024 RESULTS
COMPARABLE SALES INCREASE 7% DRIVEN BY OVER 5% TRANSACTION GROWTH AS MARGINS EXPAND
NEWPORT BEACH, Calif. – April 24, 2024 – Chipotle Mexican Grill, Inc. (NYSE: CMG) today reported financial results for its first quarter ended March 31, 2024.
First quarter highlights, year over year:
•Total revenue increased 14.1% to $2.7 billion
•Comparable restaurant sales increased 7.0%
•Operating margin was 16.3%, an increase from 15.5%
•Restaurant level operating margin was 27.5%1, an increase of 190 basis points
•Diluted earnings per share was $13.01, a 23.9% increase from $10.50. Adjusted diluted earnings per share, which excluded a $0.36 after-tax impact from an increase in legal reserves, was $13.371, a 27.3% increase from $10.501.
•Opened 47 new restaurants with 43 locations including a Chipotlane

"We had another outstanding quarter driven by our improvement in throughput and successful marketing initiatives, including Braised Beef Barbacoa and Chicken Al Pastor, which drove strong sales and transactions. The results we are seeing from our focus on developing exceptional people, preparing delicious food and fast throughput gives me confidence that we can achieve our long-term target of more than doubling our business in North America and expanding internationally,” said Brian Niccol, Chairman and CEO, Chipotle.
Results for the three months ended March 31, 2024:
Total revenue in the first quarter was $2.7 billion, an increase of 14.1% compared to the first quarter of 2023. The increase in total revenue was driven by new restaurant openings and a 7.0% increase in comparable restaurant sales due to higher transactions of 5.4% and a 1.6% increase in average check. Digital sales represented 36.5% of total food and beverage revenue.
We opened 47 new restaurants during the first quarter with 43 locations including a Chipotlane. These formats continue to perform well and are helping enhance guest access and convenience, as well as increase new restaurant sales, margins, and returns.
Food, beverage and packaging costs in the first quarter were 28.8% of total revenue, a decrease of about 40 basis points compared to the first quarter of 2023. The decrease was primarily due to menu price increases from October 2023, partially offset by inflation across several ingredient costs, primarily beef and produce, and a protein mix headwind from the successful Braised Beef Barbacoa marketing initiative.
Restaurant level operating margin in the first quarter was 27.5%1 compared to 25.6% in the first quarter of 2023. The improvement was primarily driven by the benefit of sales leverage, partially offset by wage and ingredient inflation.
1Restaurant level operating margin, adjusted diluted earnings per share, adjusted net income, non-GAAP general and administrative expenses, and non-GAAP effective income tax rate are non-GAAP financial measures. Reconciliations to GAAP measures and further information are set forth in the table at the end of this press release.


General and administrative expenses for the first quarter were $204.6 million on a GAAP basis, or $191.4 million1 on a non-GAAP basis, excluding a $13.3 million increase in legal reserves. GAAP and non-GAAP general and administrative expenses for the first quarter also include $125.8 million of underlying general and administrative expenses, $34.3 million of non-cash stock compensation, $21.0 million for our biennial All Managers Conference held in the first quarter of 2024, and $9.9 million of payroll taxes on equity vesting and exercises and higher performance-based accruals.
The effective income tax rate for the first quarter was 22.0% compared to 22.5% in the first quarter of 2023. The decrease in the effective income tax rate was primarily due to an increase in tax benefits from option exercises and equity vesting.

Net income for the first quarter was $359.3 million, or $13.01 per diluted share, compared to $291.6 million, or $10.50 per diluted share in the first quarter of 2023. In the first quarter of 2024, excluding the $0.36 after-tax impact from an increase in legal reserves, adjusted net income was $369.3 million1 and adjusted diluted earnings per share was $13.371.
During the first quarter we repurchased $25.0 million of stock at an average price per share of $2,320. Due to the timing of our announcement of a 50 for 1 stock split, we were unable to repurchase our shares for most of the quarter. We plan to resume opportunistically repurchasing our shares when the trading window opens on April 26, 2024. As of March 31, 2024, $399.1 million remained available under share repurchase authorizations from our Board of Directors. The repurchase authorization may be modified, suspended, or discontinued at any time.
More information will be available in our Quarterly Report on Form 10-Q, which will be filed with the SEC by the end of April.
Outlook
For 2024, management is anticipating the following:
•Full year comparable restaurant sales growth in the mid to high-single digit range
•285 to 315 new restaurant openings with over 80% having a Chipotlane
•An estimated underlying effective full year tax rate between 25% and 27% before discrete items
Definitions
The following definitions apply to these terms as used throughout this release:
•Comparable restaurant sales, or sales comps, and comparable restaurant transactions, represent the change in period-over-period total revenue or transactions for restaurants in operation for at least 13 full calendar months.
•Average restaurant sales refer to the average trailing 12-month food and beverage revenue for restaurants in operation for at least 12 full calendar months.
•Restaurant level operating margin represents total revenue less direct restaurant operating costs, expressed as a percent of total revenue.
•Digital sales represent food and beverage revenue generated through the Chipotle website, Chipotle app or third-party delivery aggregators. Digital sales include revenue deferrals associated with Chipotle Rewards.
Conference Call Details
Chipotle will host a conference call on Wednesday, April 24, 2024, at 4:30 PM Eastern time to discuss first quarter 2024 financial results as well as provide a business update for the second quarter 2024.
The conference call can be accessed live over the phone by dialing 1-888-317-6003, or for international callers by dialing 1-412-317-6061, and use code: 7358132. The call will be webcast live from the company's website on the investor relations page at ir.chipotle.com/events. An archived webcast will be available approximately one hour after the end of the call.
1Restaurant level operating margin, adjusted diluted earnings per share, adjusted net income, non-GAAP general and administrative expenses, and non-GAAP effective income tax rate are non-GAAP financial measures. Reconciliations to GAAP measures and further information are set forth in the table at the end of this press release.


About Chipotle
Chipotle Mexican Grill, Inc. (NYSE: CMG) is cultivating a better world by serving responsibly sourced, classically-cooked, real food with wholesome ingredients without artificial colors, flavors or preservatives. Chipotle had nearly 3,500 restaurants as of March 31, 2024, in the United States, Canada, the United Kingdom, France and Germany and is the only restaurant company of its size that owns and operates all its restaurants in North America and Europe. Chipotle is ranked on the Fortune 500 and is recognized on Fortune’s Most Admired Companies 2024 list and Time Magazine’s Most Influential Companies. With over 120,000 employees passionate about providing a great guest experience, Chipotle is a longtime leader and innovator in the food industry. Chipotle is committed to making its food more accessible to everyone while continuing to be a brand with a demonstrated purpose as it leads the way in digital, technology and sustainable business practices. For more information or to place an order online, visit WWW.CHIPOTLE.COM.
Forward-Looking Statements
Certain statements in this press release and in the April 24, 2024, conference call are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements under “Outlook” about our anticipated full year 2024 comparable restaurant sales growth, goals for number of new restaurant openings, and estimated underlying effective full year tax rate, as well as statements about expected restaurants with Chipotlanes, our ability to achieve our long-term target of more than doubling our business in North America and expanding internationally, our rate of expansion, future labor costs, future general and administrative and other costs, future estimated tax rates and future long-term prospects. We use words such as “anticipate”, “believe”, “could”, “should”, “may”, “approximately”, “estimate”, “expect”, “intend”, “project”, “target”, "goal" and similar terms and phrases, including references to assumptions, to identify forward-looking statements. The forward-looking statements in this press release are based on currently available operating, financial and competitive information available to us as of the date of this release 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, including but not limited to: increasing wage inflation, including as a result of regulations such as California AB 1228, and the competitive labor market, which impacts our ability to attract and retain qualified employees and has resulted in occasional staffing shortages; the impact of any union organizing efforts and our responses to such efforts; increasing supply costs; risks of food safety incidents and food-borne illnesses; risks associated with our reliance on certain information technology systems and potential material failures or interruptions; privacy and cyber security risks, including risk of breaches, unauthorized access, theft, modification, destruction or ransom of guest or employee personal or confidential information stored on our network or the network of third party providers; the impact of competition, including from sources outside the restaurant industry; the financial impact of increasing our average hourly wages; the impact of federal, state or local government regulations relating to our employees, employment practices, restaurant design and construction, and the sale of food or alcoholic beverages; our ability to achieve our planned growth, such as the costs and availability of suitable new restaurant sites, construction materials and contractors; the expected costs and risks related to our international expansion through franchise restaurants in the Middle East; increases in ingredient and other operating costs due to inflation, global conflicts, climate change, our Food with Integrity philosophy, tariffs or trade restrictions; intermittent supply shortages relating to our Food with Integrity philosophy, rapid expansion and supply chain shortages; the uncertainty of our ability to achieve expected levels of comparable restaurant sales due to factors such as changes in guests' perceptions of our brand, including as a result of actual or rumored food safety concerns or other negative publicity, decreased consumer spending (including as a result of higher inflation, mass layoffs, fear of possible recession and higher energy prices), or the inability to increase menu prices or realize the benefits of menu price increases; risks associated with our digital business, including risks arising from our reliance on third party delivery services; risks relating to litigation, including possible governmental actions and potential class action litigation related to food safety incidents, cybersecurity incidents, employment or privacy laws, advertising claims or other matters; and other risk factors described from time to time in our SEC reports, including our annual report on Form 10-K and quarterly reports on Form 10-Q, all of which are available on the investor relations page of our website at ir.Chipotle.com.

1Restaurant level operating margin, adjusted diluted earnings per share, adjusted net income, non-GAAP general and administrative expenses, and non-GAAP effective income tax rate are non-GAAP financial measures. Reconciliations to GAAP measures and further information are set forth in the table at the end of this press release.


CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three months ended March 31,
2024 2023
Food and beverage revenue $ 2,684,447  99.4  % $ 2,351,009  99.3  %
Delivery service revenue 17,401  0.6  17,571  0.7 
Total revenue 2,701,848  100.0  2,368,580  100.0 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Food, beverage and packaging 779,076  28.8  692,559  29.2 
Labor 659,450  24.4  583,794  24.6 
Occupancy 135,699  5.0  121,931  5.1 
Other operating costs 385,773  14.3  363,206  15.3 
General and administrative expenses 204,625  7.6  148,340  6.3 
Depreciation and amortization 83,243  3.1  76,585  3.2 
Pre-opening costs 7,211  0.3  6,198  0.3 
Impairment, closure costs, and asset disposals 5,479  0.2  8,361  0.4 
Total operating expenses 2,260,556  83.7  2,000,974  84.5 
Income from operations 441,292  16.3  367,606  15.5 
Interest and other income, net 19,364  0.7  8,949  0.4 
Income before income taxes 460,656  17.0  376,555  15.9 
Provision for income taxes 101,369  3.8  84,911  3.6 
Net income $ 359,287  13.3  % $ 291,644  12.3  %
Earnings per share:
Basic $ 13.09  $ 10.56 
Diluted $ 13.01  $ 10.50 
Weighted-average common shares outstanding:
Basic 27,444 27,624
Diluted 27,624 27,788



CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
March 31,
2024
December 31,
2023
(unaudited)  
Assets
Current assets:
Cash and cash equivalents $ 727,394  $ 560,609 
Accounts receivable, net 89,836  115,535 
Inventory 37,947  39,309 
Prepaid expenses and other current assets 98,118  117,462 
Income tax receivable - 52,960 
Investments 692,474  734,838 
Total current assets 1,645,769  1,620,713 
Leasehold improvements, property and equipment, net 2,202,739  2,170,038 
Long-term investments 776,815  564,488 
Restricted cash 26,138  25,554 
Operating lease assets 3,670,983  3,578,548 
Other assets 66,866  63,082 
Goodwill 21,939  21,939 
Total assets $ 8,411,249  $ 8,044,362 
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 196,866  $ 197,646 
Accrued payroll and benefits 142,425  227,537 
Accrued liabilities 171,612  147,688 
Unearned revenue 187,317  209,680 
Current operating lease liabilities 254,144  248,074 
Income tax payable 44,989  -
Total current liabilities 997,353  1,030,625 
Long-term operating lease liabilities 3,903,353  3,803,551 
Deferred income tax liabilities 84,229  89,109 
Other liabilities 64,985  58,870 
Total liabilities 5,049,920  4,982,155 
Shareholders' equity:
Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of March 31, 2024 and December 31, 2023, respectively - -
Common stock, $0.01 par value, 230,000 shares authorized, 37,563 and 37,483 shares issued as of March 31, 2024 and December 31, 2023, respectively 376  375 
Additional paid-in capital 1,994,950  1,956,160 
Treasury stock, at cost, 10,096 and 10,057 common shares as of March 31, 2024 and December 31, 2023, respectively (5,042,319) (4,944,656)
Accumulated other comprehensive loss (7,950) (6,657)
Retained earnings 6,416,272  6,056,985 
Total shareholders' equity 3,361,329  3,062,207 
Total liabilities and shareholders' equity $ 8,411,249  $ 8,044,362 



CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months ended March 31,
2024 2023
Operating activities
Net income $ 359,287  $ 291,644 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 83,243  76,585 
Deferred income tax provision (4,890) (486)
Impairment, closure costs, and asset disposals 4,209  8,152 
Provision for credit losses (412) 500 
Stock-based compensation expense 36,003  20,084 
Other 835  (2,810)
Changes in operating assets and liabilities:
Accounts receivable 26,146  39,659 
Inventory 1,331  1,086 
Prepaid expenses and other current assets 16,291  (14,569)
Operating lease assets 64,797  59,135 
Other assets 1,561  3,277 
Accounts payable 12,588  (2,732)
Accrued payroll and benefits (85,289) (53,428)
Accrued liabilities 25,322  17,009 
Unearned revenue (19,358) (22,653)
Income tax payable/receivable 97,960  85,400 
Operating lease liabilities (51,537) (51,584)
Other long-term liabilities 1,147  767 
Net cash provided by operating activities 569,234  455,036 
Investing activities
Purchases of leasehold improvements, property and equipment (132,703) (120,369)
Purchases of investments (366,798) (214,819)
Maturities of investments 198,462  99,639 
Net cash used in investing activities (301,039) (235,549)
Financing activities
Acquisition of treasury stock (27,005) (126,709)
Tax withholding on stock-based compensation awards (72,654) (67,185)
Other financing activities (415) 11 
Net cash used in financing activities (100,074) (193,883)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (752) 290 
Net change in cash, cash equivalents, and restricted cash 167,369  25,894 
Cash, cash equivalents, and restricted cash at beginning of period 586,163  408,966 
Cash, cash equivalents, and restricted cash at end of period $ 753,532  $ 434,860 
Supplemental disclosures of cash flow information
Income taxes paid (refunded) $ 7,859  $ (245)
Purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities $ 64,207  $ 63,745 
Acquisition of treasury stock accrued in accounts payable and accrued liabilities $ 3,646  $ 9,422 



CHIPOTLE MEXICAN GRILL, INC.
SUPPLEMENTAL FINANCIAL AND OTHER DATA
(dollars in thousands)
(unaudited)
For the three months ended
Mar. 31,
2024
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Number of restaurants opened 47 121 62 47 41
Chipotle permanent closures (3) (2) (1) - -
Chipotle relocations (2) (3) (2) (3) (4)
Non-Chipotle permanent closures - - (6) - -
Number of restaurants at end of period 3,479 3,437 3,321 3,268 3,224
Average restaurant sales $ 3,082  $ 3,018  $ 2,972  $ 2,941  $ 2,892 
Comparable restaurant sales increase 7.0  % 8.4  % 5.0  % 7.4  % 10.9  %





CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
The following tables provide a reconciliation of non-GAAP financial measures presented in the text above to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Adjusted net income is net income excluding expenses related to certain legal proceedings. Adjusted general and administrative expense is general and administrative expense excluding expenses related to certain legal proceedings. The adjusted effective income tax rate is the effective income tax rate adjusted to reflect the after tax impact of non-GAAP adjustments. Restaurant Level Operating Margin, a non-GAAP financial measure, is equal to the revenues generated by our restaurants less their direct operating costs which consist of food, beverage and packaging, labor, occupancy and other operating costs. This performance measure primarily includes the costs that restaurant level managers can directly control and excludes other costs that are essential to conduct our business. Management uses restaurant level operating margin as a measure of restaurant performance. Management believes restaurant level operating margin is useful to investors in that it highlights trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures. We present these non-GAAP measures in order to facilitate meaningful evaluation of our operating performance across periods. These adjustments are intended to provide greater transparency of underlying performance and to allow investors to evaluate our business on the same basis as our management, which uses these non-GAAP measures in evaluating the company’s performance. Our adjusted net income, adjusted diluted earnings per share, adjusted general and administrative expenses, adjusted effective income tax rate and restaurant level operating margin measures may not be comparable to other companies’ adjusted measures. These adjustments are not necessarily indicative of what our actual financial performance would have been during the periods presented and should be viewed in addition to, and not as an alternative to, our results prepared in accordance with GAAP. Further details regarding these adjustments are included in the tables below.



CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted Net Income and Adjusted Diluted Earnings per Share
(in thousands, except per share amounts)
(unaudited)
Three months ended March 31,
2024 2023
Net income $ 359,287  $ 291,644 
Non-GAAP adjustments:
Legal proceedings(1)
13,275 
Total non-GAAP adjustments $ 13,275  $
Tax effect of non-GAAP adjustments above(2)
$ (3,307) $
After tax impact of non-GAAP adjustments $ 9,968  $
Adjusted net income $ 369,255  $ 291,644 
Diluted weighted-average number of common shares outstanding 27,624 27,788
Diluted earnings per share $ 13.01  $ 10.50 
Adjusted diluted earnings per share $ 13.37  $ 10.50 
(1)Charges for estimated settlements for distinct legal matters that exceeded or are expected to exceed typical costs for these types of legal proceedings.
(2)Adjustments relate to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.



CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted General and Administrative Expenses
(in thousands)
(unaudited)
Three months ended
March 31,
2024 2023
General and administrative expenses $ 204,625  $ 148,340 
Non-GAAP adjustments:
Legal proceedings(1)
(13,275)
Total non-GAAP adjustments (13,275)
Adjusted general and administrative expenses $ 191,350  $ 148,340 
(1)Charges for estimated settlements for distinct legal matters that exceeded or are expected to exceed typical costs for these types of legal proceedings.





CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted Effective Income Tax Rate
(unaudited)
Three months ended
March 31,
2024 2023
Effective income tax rate 22.0  % 22.5  %
Tax impact of non-GAAP adjustments(1)
0.1
Adjusted effective income tax rate 22.1  % 22.5  %
(1)Adjustments relate to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.



CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Restaurant Level Operating Margin
(in thousands)
(unaudited)
Three months ended March 31,
2024 Percent of total revenue 2023 Percent of total revenue
Income from operations $ 441,292  16.3  % $ 367,606  15.5  %
Non-GAAP Adjustments
General and administrative expenses 204,625  7.6  148,340  6.3 
Depreciation and amortization 83,243  3.1  76,585  3.2 
Pre-opening costs 7,211  0.3  6,198  0.3 
Impairment, closure costs, and asset disposals 5,479  0.2  8,361  0.4 
Total non-GAAP Adjustments $ 300,558  11.1  % $ 239,484  10.1  %
Restaurant level operating margin $ 741,850  27.5  % $ 607,090  25.6  %