Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2016 | Jan. 31, 2016 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CHIPOTLE MEXICAN GRILL INC | ||
Entity Central Index Key | 1,058,090 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 28,772,830 | ||
Entity Public Float | $ 6.6 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 87,880 | $ 248,005 |
Accounts receivable, net of allowance for doubtful accounts of $259 and $1,176 as of December 31, 2016 and December 31, 2015, respectively | 40,451 | 38,283 |
Inventory | 15,019 | 15,043 |
Prepaid expenses and other current assets | 44,080 | 39,965 |
Income tax receivable | 5,108 | 58,152 |
Investments | 329,836 | 415,199 |
Total current assets | 522,374 | 814,647 |
Leasehold improvements, property and equipment, net | 1,303,558 | 1,217,220 |
Long term investments | 125,055 | 622,939 |
Other assets | 53,177 | 48,321 |
Goodwill | 21,939 | 21,939 |
Total assets | 2,026,103 | 2,725,066 |
Current liabilities: | ||
Accounts payable | 78,363 | 85,709 |
Accrued payroll and benefits | 76,301 | 64,958 |
Accrued liabilities | 127,129 | 129,275 |
Total current liabilities | 281,793 | 279,942 |
Deferred rent | 288,927 | 251,962 |
Deferred income tax liability | 18,944 | 32,305 |
Other liabilities | 33,946 | 32,883 |
Total liabilities | 623,610 | 597,092 |
Shareholders' equity: | ||
Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of December 31, 2016 and December 31, 2015, respectively | 0 | 0 |
Common stock $0.01 par value, 230,000 shares authorized, and 35,833 and 35,790 shares issued as of December 31, 2016 and December 31, 2015, respectively | 358 | 358 |
Additional paid-in capital | 1,238,875 | 1,172,628 |
Treasury stock, at cost, 7,019 and 5,206 common shares at December 31, 2016 and December 31, 2015, respectively | (2,049,389) | (1,234,612) |
Accumulated other comprehensive income (loss) | (8,162) | (8,273) |
Retained earnings | 2,220,811 | 2,197,873 |
Total shareholders' equity | 1,402,493 | 2,127,974 |
Total liabilities and shareholders' equity | $ 2,026,103 | $ 2,725,066 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheet [Abstract] | ||
Allowance for doubtful accounts, Accounts receivable | $ 259 | $ 1,176 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 600,000,000 | 600,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 230,000,000 | 230,000,000 |
Common stock, shares issued | 35,833,000 | 35,790,000 |
Treasury stock, shares at cost | 7,019,000 | 5,206,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidated Statement of Income and Comprehensive Income [Abstract] | |||
Revenue | $ 3,904,384 | $ 4,501,223 | $ 4,108,269 |
Restaurant operating costs (exclusive of depreciation and amortization shown separately below): | |||
Food, beverage and packaging | 1,365,580 | 1,503,835 | 1,420,994 |
Labor | 1,105,001 | 1,045,726 | 904,407 |
Occupancy | 293,636 | 262,412 | 230,868 |
Other operating costs | 641,953 | 514,963 | 434,244 |
General and administrative expenses | 276,240 | 250,214 | 273,897 |
Depreciation and amortization | 146,368 | 130,368 | 110,474 |
Pre-opening costs | 17,162 | 16,922 | 15,609 |
Loss on disposal and impairment of assets | 23,877 | 13,194 | 6,976 |
Total operating expenses | 3,869,817 | 3,737,634 | 3,397,469 |
Income from operations | 34,567 | 763,589 | 710,800 |
Interest and other income, net | 4,172 | 6,278 | 3,503 |
Income before income taxes | 38,739 | 769,867 | 714,303 |
Provision for income taxes | (15,801) | (294,265) | (268,929) |
Net income | 22,938 | 475,602 | 445,374 |
Other comprehensive income (loss), net of income taxes: | |||
Foreign currency translation adjustments | (1,291) | (6,322) | (2,049) |
Unrealized gain (loss) on investments, net of income taxes of $(849), $946, and $0 | 1,402 | (1,522) | 0 |
Other comprehensive income (loss), net of income taxes | 111 | (7,844) | (2,049) |
Comprehensive income | $ 23,049 | $ 467,758 | $ 443,325 |
Earnings per share: | |||
Basic | $ 0.78 | $ 15.30 | $ 14.35 |
Diluted | $ 0.77 | $ 15.10 | $ 14.13 |
Weighted average common shares outstanding: | |||
Basic | 29,265 | 31,092 | 31,038 |
Diluted | 29,770 | 31,494 | 31,512 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidated Statement of Income and Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on investments, tax | $ (849) | $ 946 | $ 0 |
Consolidated Statement Of Share
Consolidated Statement Of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Available-for-sale-securities [Member] | Foreign Currency Translation [Member] | Total |
Balance at Dec. 31, 2013 | $ 352 | $ 919,840 | $ (660,421) | $ 1,276,897 | $ 1,620 | $ 1,538,288 | |
Balance, Shares at Dec. 31, 2013 | 35,245 | 4,212 | |||||
Stock-based compensation | 97,618 | 97,618 | |||||
Stock plan transactions and other | $ 2 | (193) | (191) | ||||
Stock plan transactions and other, Shares | 149 | ||||||
Excess tax benefit on stock-based compensation | 21,667 | 21,667 | |||||
Acquisition of treasury stock (value) | $ (88,338) | (88,338) | |||||
Acquisition of treasury stock (shares) | 155 | ||||||
Net income | 445,374 | 445,374 | |||||
Other Comprehensive Income (Loss), Net of Income Tax | (2,049) | (2,049) | |||||
Balance at Dec. 31, 2014 | $ 354 | 1,038,932 | $ (748,759) | 1,722,271 | (429) | 2,012,369 | |
Balance, Shares at Dec. 31, 2014 | 35,394 | 4,367 | |||||
Stock-based compensation | 59,465 | 59,465 | |||||
Stock plan transactions and other | $ 4 | (211) | (207) | ||||
Stock plan transactions and other, Shares | 396 | ||||||
Excess tax benefit on stock-based compensation | 74,442 | 74,442 | |||||
Acquisition of treasury stock (value) | $ (485,853) | (485,853) | |||||
Acquisition of treasury stock (shares) | 839 | ||||||
Net income | 475,602 | 475,602 | |||||
Other Comprehensive Income (Loss), Net of Income Tax | $ (1,522) | (6,322) | (7,844) | ||||
Balance at Dec. 31, 2015 | $ 358 | 1,172,628 | $ (1,234,612) | 2,197,873 | (1,522) | (6,751) | 2,127,974 |
Balance, Shares at Dec. 31, 2015 | 35,790 | 5,206 | |||||
Stock-based compensation | 65,112 | 65,112 | |||||
Stock plan transactions and other | (185) | (185) | |||||
Stock plan transactions and other, Shares | 43 | ||||||
Excess tax benefit on stock-based compensation | 1,320 | 1,320 | |||||
Acquisition of treasury stock (value) | $ (814,777) | $ (814,777) | |||||
Acquisition of treasury stock (shares) | 1,813 | 1,811 | |||||
Net income | 22,938 | $ 22,938 | |||||
Other Comprehensive Income (Loss), Net of Income Tax | 1,402 | (1,291) | 111 | ||||
Balance at Dec. 31, 2016 | $ 358 | $ 1,238,875 | $ (2,049,389) | $ 2,220,811 | $ (120) | $ (8,042) | $ 1,402,493 |
Balance, Shares at Dec. 31, 2016 | 35,833 | 7,019 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net income | $ 22,938 | $ 475,602 | $ 445,374 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 146,368 | 130,368 | 110,474 |
Deferred income tax (benefit) provision | (14,207) | 11,666 | (20,671) |
Loss on disposal and impairment of assets | 23,877 | 13,194 | 6,976 |
Bad debt allowance | (262) | (23) | 9 |
Stock-based compensation expense | 64,166 | 57,911 | 96,440 |
Excess tax benefit on stock-based compensation | (1,320) | (74,442) | (21,667) |
Other | (604) | 582 | 104 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,923) | (3,504) | (10,966) |
Inventory | (91) | 262 | (2,307) |
Prepaid expenses and other current assets | (4,259) | (5,259) | (658) |
Other assets | (4,855) | (5,619) | 1,071 |
Accounts payable | (6,734) | 19,525 | 2,168 |
Accrued liabilities | 33,491 | (7,440) | 35,019 |
Income tax payable/receivable | 54,340 | 32,756 | 8,831 |
Deferred rent | 37,030 | 32,911 | 27,025 |
Other long-term liabilities | 1,287 | 4,826 | 4,845 |
Net cash provided by operating activities | 349,242 | 683,316 | 682,067 |
Investing activities | |||
Purchases of leasehold improvements, property and equipment | (258,842) | (257,418) | (252,590) |
Purchases of investments | 0 | (559,372) | (521,004) |
Maturities of investments | 45,000 | 352,650 | 254,750 |
Proceeds from sale of investments | 540,648 | 0 | 0 |
Net cash provided by (used in) investing activities | 326,806 | (464,140) | (518,844) |
Financing activities | |||
Acquisition of treasury stock | (837,655) | (460,675) | (88,338) |
Excess tax benefit on stock-based compensation | 1,320 | 74,442 | 21,667 |
Stock plan transactions and other financing activities | 52 | (207) | (66) |
Net cash used in financing activities | (836,283) | (386,440) | (66,737) |
Effect of exchange rate changes on cash and cash equivalents | 110 | (4,196) | (224) |
Net change in cash and cash equivalents | (160,125) | (171,460) | 96,262 |
Cash and cash equivalents at beginning of period | 248,005 | 419,465 | 323,203 |
Cash and cash equivalents at end of period | 87,880 | 248,005 | 419,465 |
Supplemental disclosures of cash flow information | |||
Income taxes paid | 23,862 | 248,547 | 280,687 |
Increase (decrease) in purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities | (1,781) | (2,870) | 9,424 |
Increase (decrease) in acquistion of treasury stock accrued in accrued liabilities | $ (22,878) | $ 25,178 | $ 0 |
Description Of Business And Sum
Description Of Business And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Description Of Business And Summary Of Significant Accounting Policies [Abstract] | |
Description Of Business And Summary Of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Chipotle Mexican Grill, Inc., a Delaware corporation, together with its subsidiaries (collectively the “Company”) develops and operates restaurants that serve a focused menu of burritos, tacos, burrito bowls and salads, made using fresh, high-quality ingredients. As of December 31, 2016, the Company operated 2,198 Chipotle restaurants throughout the United States as well as 29 int ernational Chipotle restaurants and 23 non-Chipotle restaurants. The Company transitioned the management of its operations from nine to eleven regions during 2016 and aggregates its operations to one reportable segment. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company, including wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated. Management Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Revenue Recognition The Company recognizes revenue, net of discounts and incentives, when payment is tendered at the point of sale. The Company recognizes a liability for offers of free food by estimating the cost to satisfy the offer based on company–specific historical redemption patterns for similar promotions. These costs are recognized in other operating costs in the consolidated statement of income and comprehensive income and in accrued liabilities in the consolidated balance sheet. The Company reports revenue net of sales-related taxes collected from customers and remitted to governmental taxing authorities. During the year ended December 31, 2016, the Company introduced a limited-time frequency program that awarded free food or merchandise to customers based on fr equency of monthly visits. The C ompany deferred revenue reflecting the portion of original sales allocated to the rewards that were earned by program participants and not redeemed at the end of the year, and recorded a corresponding liability in accrued liabilities on its consolidated balance sheet. The portion of revenue allocated to the rewards was based on the estimated value of the award earned and takes into consideration company-specific historical redemption patterns for similar promotions. Rewards expire according to the loyalty awards terms and conditions. The Company recognizes revenue when awards are redeemed or expire. The Company sells gift cards which do not have an expiration date and it does not deduct non-usage fees from outstanding gift card balances. The Company recognizes revenue from gift cards when: (i) the gift card is redeemed by the customer; or (ii) the Company determines the likelihood of the gift card being redeemed by the customer is remote (gift card breakage) and there is not a legal obligation to remit the unredeemed gift cards to the relevant jurisdiction. The determination of the gift card breakage rate is based upon Company-specific historical redemption patterns. Gift card breakage is recognized in revenue as the gift cards are used on a pro rata basis over a six-month period beginning at the date of the gift card sale and is included in revenue in the consolidated statement of income and comprehensive income. The Company has determined that 4% of gift card sales will not be redeemed and will be retained by the Company. Breakage recognized during the years ended December 31, 2016, 2015 and 2014 was $ 3,624 , $ 4,226 and $ 3,146 , respectively. Cash and Cash Equivalents The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally-insured limits. The Company has not experienced any losses related to these balances and believes the risk to be minimal. Accounts Receivable Accounts receivable primarily consists of receivables from third party gift card distributors, tenant improvement receivables, vendor rebates, receivables arising from the normal course of business, and payroll-related tax receivables. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable based on a specific review of account balances. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recoverability is considered remote. Inventory Inventory, consisting principally of food, beverages, and supplies, is valued at the lower of first-in, first-out cost or net realizable value. Certain key ingredients (beef, pork, chicken, beans, rice, sour cream, cheese, and tortillas) are purchased from a small number of suppliers. Investments Investments classified as “trading” securities are carried at fair value with any unrealized gain or loss being recorded in the consolidated statement of income and comprehensive income. Investments classified as “available-for-sale” are carried at fair market value with unrealized gains and losses, net of tax, included as a component of other comprehensive income (loss). Held-to-maturity securities are carried at amortized cost. The Company recognizes impairment charges on its investments in the consolidated statement of income and comprehensive income when management believes the decline in the fair value of the investment is other-than-temporary. Leasehold Improvements, Property and Equipment Leasehold improvements, property and equipment are recorded at cost. Internal costs directly associated with the acquisition, development and construction of a restaurant are capitalized and were $ 8,076 , $ 9,554 and $ 7,756 for the years ended December 31, 2016, 2015 and 2014, respectively. Expenditures for major renewals and improvements are capitalized while expenditures for minor replacements, maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term, which generally includes reasonably assured option periods, or the estimated useful lives of the assets. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and any related gain or loss is reflected in loss on disposal and impairment of assets in the consolidated statement of income and comprehensive income. At least annually, the Company evaluates, and adjusts when necessary, the estimated useful lives of leasehold improvements, property and equipment. The changes in estimated useful lives did not have a material impact on depreciation in any period. The estimated useful lives are: Leasehold improvements and buildings 3 - 20 years Furniture and fixtures 4 - 7 years Equipment 3 - 10 years Goodwill Goodwill represents the excess of cost over fair value of net assets of the business acquired. Goodwill is not subject to amortization, but instead is tested for impairment at least annually, and the Company is required to record any necessary impairment adjustments. Impairment is measured as the excess of the carrying value over the fair value of the goodwill. Based on the Company’s analysis, no impairment charges were recognized on goodwill for the years ended December 31, 2016, 2015 and 2014. Other Assets Other assets consist primarily of restricted cash assets of $ 28,490 and $ 22,572 as of December 31, 2016 and 2015, respectively, a rabbi trust as described further in Note 7. “Employee Benefit Plans,” transferable liquor licenses which are carried at the lower of fair value or cost, and rental deposits related to leased properties. Restricted cash assets are primarily insurance-related restricted trust assets. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the purpose of reviewing restaurant assets to be held and used for potential impairment, assets are grouped together at the market level, or in the case of a potential relocation or closure, at the restaurant level. The Company manages its restaurants as a group with significant common costs and promotional activities; as such, an individual restaurant’s cash flows are not generally independent of the cash flows of others in a market. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the years ended December 31, 2016, 2015 and 2014, an aggregate impairment charge of $17,394 , $ 6,675 and $ 0 , respectively, was recognized in loss on disposal and impairment of assets in the consolidated statement of income and comprehensive income. Impairment charges recognized during the year ended December 31, 2016 resulted primarily from the Company’s determination that its ShopHouse Southeast Asian Kitchen restaurants were impaired and the recognition of a non-cash impairment charge of $14,505 ( $8,014 net of tax), representing substantially all of the value of long-lived assets of ShopHouse. The decision to impair the assets was based on an analysis of each restaurant’s past and present operating performance, including a significant change from comparable restaurant sales increases to decreases, and projected future cash flows expected to be generated by the restaurant assets. The Company has decided not to invest further in developing and growing the ShopHouse brand and is pursuing strategic alternatives. During the year ended December 31, 2015, the impairment charges resulted from an internally developed software program that the Company chose not to implement and the related hardware, the discontinued use of certain kitchen equipment from the Company’s restaurants, as well as restaurant relocations. The fair value of restaurants, including ShopHouse, was determined using level 3 inputs (unobservable inputs) based on a discounted cash flows method. Income Taxes The Company recognizes deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of its assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. The deferred income tax impacts of investment tax credits are recognized as an immediate adjustment to income tax expense. When it is more likely than not that a portion or all of a deferred tax asset will not be realized in the future, the Company provides a corresponding valuation allowance against the deferred tax asset. When it is more likely than not that a position will be sustained upon examination by a tax authority that has full knowledge of all relevant information, the Company measures the amount of tax benefit from the position and records the largest amount of tax benefit that is greater than 50% likely of being realized after settlement with a tax authority. The Company’s policy is to recognize interest to be paid on an underpayment of income taxes in interest expense and any related statutory penalties in the provision for income taxes in the consolidated statement of income and comprehensive income. Restaurant Pre-Opening Costs Pre-opening costs, including rent, wages, benefits and travel for training and opening teams, food and other restaurant operating costs, are expensed as incurred prior to a restaurant opening for business. Insurance Liability The Company maintains various insurance policies including workers’ compensation, employee health, general liability, automobile, and property damage. Pursuant to these policies, the Company is responsible for losses up to certain limits and is required to estimate a liability that represents the ultimate exposure for aggregate losses below those limits. This liability is based on management’s estimates of the ultimate costs to be incurred to settle known claims and, where applicable, claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions and factors, including historical trends, actuarial assumptions, and economic conditions. If actual trends differ from the estimates, the financial results could be impacted. As of December 31, 2016 and 2015, $ 35,550 and $ 28,391 , respectively, of the estimated liability was included in accrued payroll and benefits and $ 13,881 and $ 11,898 , respectively, was included in accrued liabilities in the consolidated balance sheet. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and totaled $ 102,969 , $ 69,257 and $ 57,290 for the years ended December 31, 2016, 2015 and 2014, respectively. Advertising and marketing costs are included in other operating costs in the consolidated statement of income and comprehensive income. Rent Rent expense for the Company’s leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The lease term is the lesser of 20 years inclusive of reasonably assured renewal periods, or the lease term. The lease term begins when the Company has the right to control the use of the property, which is typically before rent payments are due under the lease. The difference between the rent expense and rent paid is recorded as deferred rent in the consolidated balance sheet. Pre-opening rent is included in pre-opening costs in the consolidated statement of income and comprehensive income. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as reductions of rent expense over the term of the lease. Additionally, certain of the Company’s operating leases contain clauses that provide additional contingent rent based on a percentage of sales greater than certain specified target amounts. The Company recognizes contingent rent expense provided the achievement of that target is considered probable. 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. Fair Value Measurements Fair value is the price the Company would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants. For assets and liabilities recorded or disclosed at fair value on a recurring basis, the Company determines fair value based on the following: Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Foreign Currency Translation The Company’s international operations generally use the local currency as the functional currency. Assets and liabilities are translated at exchange rates in effect as of the balance sheet date. Income and expense accounts are translated at the average monthly exchange rates during the year. Resulting translation adjustments are recorded as a separate component of other comprehensive income (loss) in the consolidated statement of income and comprehensive income. Recently Issued Accounting Standards and Adoption of Accounting Pronouncements In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-18, “Statement of Cash Flows (Topic 230)”, which provides guidance on the classification of restricted cash to be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. This pronouncement is effective for reporting periods beginning after December 15, 2017 using a retrospective adoption method and early adoption is permitted. For the years ended December 31, 2016, 2015 and 2014, $28,490 , $22,572 and $19,889 , respectively, of restricted cash would have been included in cash and cash equivalents and changes in the balance excluded from net cash provided by operating activities in the consolidated statement of cash flows if this new guidance had been adopted as of the respective dates. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718).” The pronouncement was issued to simplify the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. This pronouncement is effective for reporting periods beginning after December 15, 2016. The guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. Upon adoption, any future excess tax benefits or deficiencies will be recorded to the provision for income taxes in the consolidated statement of income, instead of additional paid-in capital in the consolidated balance sheet. For the years ended December 31, 2016, 2015 and 2014, $1,320 , $74,442 and $21,667 , respectively, of excess tax benefits were recorded to additional paid-in capital that would have been recorded as a reduction to the provision for income taxes if this new guidance had been adopted as of the respective dates. Additionally, excess tax benefits will be classified as operating activities in the consolidated statement of cash flow instead of in financing activities as required under the current guidance. The Company has not selected a transition method, and except as described above, does not expect the provisions of ASU 2016-09 to have an impact on the Company’s consolidated financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The pronouncement requires the recognition of a liability for lease obligations and a corresponding right-of-use asset on the balance sheet and disclosure of key information about leasing arrangements. This pronouncement is effective for reporting periods beginning after December 15, 2018 using a modified retrospective adoption method. The Company’s adoption of ASU No. 2016-02 will have a significant impact on its consolidated balance sheet as it will record material assets and obligations for current operating leases. The Company is evaluating the impact that adoption will have on its consolidated statement of income. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” as amended by multiple standards updates. 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, 2017. 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. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the consolidated financial statements. Additionally, the adoption of accounting pronouncements during 2016 did not have an impact on the Company’s consolidated financial position or results of operations. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | 2. Supplemental Financial Information Leasehold improvements, property and equipment were as follows: December 31, 2016 2015 Land $ 12,943 $ 13,052 Leasehold improvements and buildings 1,572,606 1,419,418 Furniture and fixtures 157,541 142,825 Equipment 405,937 362,800 Leasehold improvements, property and equipment 2,149,027 1,938,095 Accumulated depreciation (845,469) (720,875) Leasehold improvements, property and equipment, net $ 1,303,558 $ 1,217,220 Accrued payroll and benefits were as follows: December 31, 2016 2015 Worker's compensation liability $ 33,038 $ 26,408 Accrued payroll 22,338 13,780 Other accrued payroll and benefits 20,925 24,770 Accrued payroll and benefits $ 76,301 $ 64,958 Accrued liabilities were as follows: December 31, 2016 2015 Gift card liability $ 59,438 $ 51,055 Transaction tax payable 20,435 15,634 Treasury stock liability 2,300 25,178 Other accrued expenses 44,956 37,408 Accrued liabilities $ 127,129 $ 129,275 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 3. Investments As of December 31, 201 6 and 2015, the Company’s investments consist ed of U.S. treasury notes with maturities up to approximately two years and were classified as available-for-sale. Fair market value of U.S. treasury notes is measured on a recurring basis based on Level 1 inputs (level inputs are described in Note 1 under “Fair Value Measurements”). The Company designates the appropriate classification of its investments at the time of purchase based upon the intended holding period. During the year ended December 31, 2015, the Company transferred the classification of its investments from held-to-maturity to available-for-sale due to anticipated liquidity needs related to increased repurchases of shares of the Company’s common stock. The carrying value of held-to-maturity securities transferred to available-for-sale during the year ended December 31, 2015 was $1,040,850 and the fair market value of those securities was determined to be $1,038,138 , resulting in an unrealized holding loss of $2,712 . As a result, the Company recorded $2,468 ( $1,522 , net of tax) of unrealized holding losses in other comprehensive income (loss), and an other-than-temporary impairment charge of $244 in interest and other income (expense), in the consolidated statement of income and comprehensive income. The following is a summary of available-for-sale securities: December 31, 2016 2015 Amortized cost $ 455,109 $ 1,040,850 Unrealized gains (losses) (218) (2,712) Fair market value $ 454,891 $ 1,038,138 The following is a summary of unrealized gains (losses) of available-for-sale securities recorded in other comprehensive income (loss) : Year ended December 31, 2016 2015 2014 Unrealized gains (losses) on available-for-sale securities $ 2,251 $ (2,468) $ - Unrealized gains (losses) on available-for-sale securities, net of tax $ 1,402 $ (1,522) $ - The following is a summary of available-for-sale securities activity recorded in interest and other income (expense) in the consolidated statement of income and comprehensive income: Year ended December 31, 2016 2015 2014 Realized gains (losses) from sale of available-for-sale securities $ 547 $ - $ - Other-than-temporary impairment $ - $ 244 $ - The Company has elected to fund certain deferred compensation obligations through a rabbi trust, the assets of which are designated as trading securities, as described further in Note 7. “Employee Benefit Plans.” |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 4. Income Taxes The components of the provision for income taxes are as follows: Year ended December 31, 2016 2015 2014 Current tax: U.S. Federal $ 20,765 $ 244,470 $ 248,219 U.S. State 8,687 37,957 41,225 Foreign 556 172 156 30,008 282,599 289,600 Deferred tax: U.S. Federal (11,596) 11,000 (13,890) U.S. State (2,546) 699 (6,740) Foreign (2,470) (2,288) (3,075) (16,612) 9,411 (23,705) Valuation allowance 2,405 2,255 3,034 Provision for income taxes $ 15,801 $ 294,265 $ 268,929 Actual taxes paid for each tax period were less than the current tax expense due to the excess tax benefit on stock-based compensation of $ 1,320 , $ 74,442 , and $ 21,667 during the years ended December 31, 201 6 , 201 5 , and 201 4 , respectively. The effective tax rate differs from the statutory tax rates as follows: Year ended December 31, 2016 2015 2014 Statutory U.S. federal income tax rate 35.0 % 35.0 % 35.0 % State income tax, net of related federal income tax benefit 13.3 3.6 3.7 Federal credits (10.1) (0.4) (0.5) Enhanced deduc tion for food donation (2.4) (0.2) (0.1) Valuation allowance 6.0 0.3 0.4 Other 6.2 - 0.1 Return to provision and other discrete items (7.2) (0.1) (1.0) Effective income tax rate 40.8 % 38.2 % 37.6 % The 2016 effective tax rate was higher due to a higher state tax rate, not qualifying for the federal research and development tax credit in 2016, and non-deductible items on overall lower pre-tax operating income. Additionally, 2014 included a benefit from filing the 2013 tax returns, which included a non-recurring change in the estimate of usable employer credits resulting in a lower effective tax rate than 2015. Deferred income tax liabilities are taxes the Company expects to pay in future periods. Similarly, deferred income tax assets are recorded for expected reductions in taxes payable in future periods. Deferred income taxes arise because of the differences in the book and tax bases of certain assets and liabilities. Deferred income tax liabilities and assets consist of the following : December 31, 2016 2015 Deferred income tax liability: Leasehold improvements, property and equipment $ 204,640 $ 192,125 Goodwill and other assets 1,856 1,696 Prepaid assets and other 6,012 8,297 Total deferred income tax liability 212,508 202,118 Deferred income tax asset: Deferred rent 63,159 57,716 Gift card liability 5,563 3,171 Capitalized transaction costs 500 502 Stock-based compensation and other employee benefits 101,628 83,058 Foreign net operating loss carry-forwards 9,580 11,407 State credits 4,595 4,783 Allowances, reserves and other 19,359 18,577 Valuation allowance (10,820) (9,401) Total deferred income tax asset 193,564 169,813 Net deferred income tax liability $ 18,944 $ 32,305 The unrecognized tax benefits are as follows: 2016 2015 2014 Beginning of year $ 3,776 $ 1,342 $ - Increase resulting from prior year tax position - 402 - Increase resulting from current year tax position 435 2,032 1,342 End of year $ 4,211 $ 3,776 $ 1,342 During the year ending December 31, 2016, $430 of interest was accrued for uncertain tax positions. The Company is open to federal and state tax audits until the applicable statutes of limitations expire. Tax audits by their very nature are often complex and can require several years to complete. The Company is no longer subject to U.S. federal tax examinations by tax authorities for tax years before 201 3 . For the majority of states where the Company has a significant presence, it is no longer subject to tax examinations by tax authorities for tax years before 201 3 . As of December 31, 2016, the Company had cumulative gross foreign net operating losses of $36,464 , which have no expiration date. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Shareholders’ Equity [Abstract] | |
Shareholder's Equity | 5. Shareholders’ Equity Through December 31, 2016, the Company announced authorizations by its Board of Directors of the expenditure of an aggregate of up to $ 2,100,000 to repurchase shares of the Company’s common stock. On January 10, 2017, the Company announced that its Board of Directors authorized the expenditure of up to an additional $100,000 to repurchase shares of its common stock. Under the remaining repurchase authorization, shares may be purchased from time to time in open market transactions, subject to market conditions. The shares of common stock repurchased under authorized programs were 1,811 during the year ended December 31, 2016, 839 during the year ended December 31, 2015 and 154 during the year ended December 31, 2014, for a total cost of $ 813,881 , $ 485,841 and $ 87,996 during 2016, 2015 and 2014, respectively. As of December 31, 2016, $ 102,568 was available to be repurchased under the authorized programs. The shares repurchased are being held in treasury until such time as they are reissued or retired, at the discretion of the Board of Directors. During 2016, 2015, and 2014, shares of common stock were netted and surrendered as payment for minimum statutory tax withholding obligations in connection with the exercise and vesting of outstanding stock awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased by the Company but are not part of publicly announced share repurchase programs. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 6. Stock Based Compensation The Company issues shares pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “2011 Incentive Plan”), approved at the annual shareholders’ meeting on May 13, 2015. Shares issued pursuant to awards granted prior to the 2011 Incentive Plan were issued subject to previous stock plans that were also approved by shareholders. For purposes of counting the shares remaining available under the 2011 Incentive Plan, each share issuable pursuant to outstanding full value awards, such as restricted stock units and performance shares, count as two shares used, whereas each share underlying a stock appreciation right or stock option count as one share used. Under the 2011 Incentive Plan, 5,560 shares of common stock have been authorized and reserved for issuance to eligible participants, of which 2,165 represent shares that were authorized for issuance but not issued or subject to outstanding awards at December 31, 2016. The 2011 Incentive Plan is administered by the Compensation Committee of the Board of Directors, which has the authority to select the individuals to whom awards will be granted or to delegate its authority under the plan to make grants (subject to certain legal and regulatory restrictions), to determine the type of awards and when the awards are to be granted, the number of shares to be covered by each award, the vesting schedule and all other terms and conditions of the awards. The exercise price for stock awards granted under the 2011 Incentive Plan cannot be less than fair market value at the date of grant. Stock only stock appreciation rights (“SOSARs”) generally vest equally over two and three years and expire after seven years. Stock-based compensation expense is generally recognized on a straight-line basis for each separate vesting portion. Compensation expense related to employees eligible to retire and retain full rights to the awards is recognized over six months which coincides with the notice period. The Company has also granted SOSARs and stock awards with performance vesting conditions and/or market vesting conditions. Compensation expense on SOSARs subject to performance conditions is recognized over the longer of the estimated performance goal attainment period or time vesting period. Compensation expense on stock awards subject to performance conditions, which is based on the quantity of awards the Company has determined are probable of vesting, is recognized over the longer of the estimated performance goal attainment period or time vesting period. Compensation expense is recognized ratably for awards subject to market conditions regardless of whether the market condition is satisfied, provided that the requisite service has been provided. Some stock-based compensation awards are made to employees involved in the Company’s new restaurant development activities, and expense for these awards is recognized as capitalized development and included in leasehold improvements, property and equipment in the consolidated balance sheet. The following table sets forth stock-based compensation expense, including SOSARs and stock awards: Year ended December 31, 2016 2015 2014 Stock-based compensation expense $ 65,112 $ 59,465 $ 97,618 Stock-based compensation expense, net of tax 35,974 36,666 60,084 Stock-based compensation expense recognized as capitalized development 946 1,554 1,178 The tables below summarize the option and SOSAR activity under the stock incentive plans (in thousands, except years and per share data): 2016 2015 2014 Shares Weighted-Average Exercise Price Per Share Shares Weighted-Average Exercise Price Per Share Shares Weighted-Average Exercise Price Per Share Outstanding, beginning of year 1,694 $ 490.70 2,087 $ 395.46 1,690 $ 312.44 Granted 460 $ 457.77 379 $ 659.12 764 $ 545.66 Exercised (124) $ 315.87 (716) $ 297.25 (315) $ 310.32 Forfeited or cancelled (113) $ 559.25 (56) $ 554.73 (52) $ 419.74 Outstanding, end of year 1,917 $ 490.06 1,694 $ 490.70 2,087 $ 395.46 Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Years of Contractual Life Aggregate Intrinsic Value Outstanding as of December 31, 2016 1,917 $ 490.06 4.4 $ 22,040 Vested and expected to vest as of December 31, 2016 1,851 $ 489.18 4.3 $ 22,040 Exercisable as of December 31, 2016 846 $ 422.32 3.3 $ 22,040 During the year ended December 31, 2014 the Company granted 220 SOSARs that include performance conditions. No SOSARs that include performance conditions were granted during 2015 or 2016. As of December 31, 2016, 388 SOSARs that include performance conditions were outstanding, of which 278 awards had met the performance conditions. In addition to time vesting described above, the shares vest upon achieving a targeted cumulative cash flow from operations. The total intrinsic value of options and SOSARs exercised during the years ended December 31, 2016, 2015 and 2014 was $ 15,946 , $ 260,466 and $ 88,245 . Unearned compensation as of December 31, 2016 was $ 34,862 for SOSAR awards, and is expected to be recognized over a weighted average period of 1.5 years. The following table reflects the average assumptions utilized in the Black-Scholes option-pricing model to value SOSAR awards granted for each year: 2016 2015 2014 Risk-free interest rate 1.0 % 1.1 % 0.8 % Expected life (years) 3.5 3.4 3.4 Expected dividend yield 0.0 % 0.0 % 0.0 % Volatility 32.2 % 30.8 % 33.3 % Weighted-average Black-Scholes fair value per share at date of grant $ 117.48 $ 156.32 $ 136.18 The risk-free interest rate is based upon U.S. Treasury rates for instruments with similar terms and the expected life assumptions were based on the Company’s historical data. The Company has not paid dividends to date and does not plan to pay dividends in the near future. The volatility assumption was based on the Company’s historical data and implied volatility. A summary of non-vested stock award activity under the stock incentive plans is as follows (in thousands, except per share data): 2016 2015 2014 Shares Grant Date Fair Value Per Share Shares Grant Date Fair Value Per Share Shares Grant Date Fair Value Per Share Outstanding, beginning of year 116 $ 511.88 70 $ 525.60 71 $ 520.27 Granted 90 $ 509.05 47 $ 785.32 2 $ 495.92 Vested (7) $ 605.83 (1) $ 413.07 (2) $ 284.11 Forfeited or cancelled (74) $ 529.54 - $ 534.55 (1) $ 410.55 Outstanding, end of year 125 $ 606.24 116 $ 511.88 70 $ 525.60 At December 31, 2016, 116 of the outstanding non-vested stock awards were subject to performance and/or market conditions, in addition to service vesting conditions. During the first quarter of 2016, the Company awarded 73 shares, net of cancellations, that are subject to both service and market vesting conditions. The quantity of shares that will vest may range from 0% to 400% of a targeted number of shares, and will be determined based on the price of the Company’s common stock reaching certain targets for a consecutive number of days during the three year period starting on the grant date. If the minimum defined stock price target is not met, then no shares will vest. During the year ended December 31, 2015, the Company awarded 40 performance shares that were subject to service, performance, and market vesting conditions (“the 2015 stock awards”). The quantity of shares that will ultimately vest is determined based on the Company’s relative performance versus a restaurant industry peer group in the annual average of: revenue growth, net income growth, and total shareholder return. The quantity of shares awarded ranges from 0% to 200% based on the level of achievement of the performance and market conditions. If minimum targets are not met, then no shares will vest. Each performance and market measure will be weighted equally, and performance is calculated over a three year period beginning January 1, 2015 through December 31, 2017. During the year ended December 31, 2013, the Company granted 66 stock awards that were subject to both service and performance vesting conditions (“the 2013 stock awards”). The performance conditions for the grant required achievement of specific targets for cumulative cash flow from operations during a three year period. Targets were not met and none of the stock awards vested. During the year ended December 31, 2016, the Company adjusted its estimate of 2015 stock awards expe cted to vest as well as reduced its expense for the 2013 stock awards that did not vest. The impact of these changes resulted i n a cumulative reduction to expense of $6,031 ( $3,332 net of tax as well as $0.11 to basic and diluted earnings per share) in the year ended December 31, 2016 . The Company’s measurement of the grant date fair value of the 2015 and 2016 stock awards included using a Monte Carlo simulation model, which incorporates into the fair-value determination the possibility that the market condition may not be satisfied, using the following assumptions: 2016 2015 Risk-free interest rate 0.9 % 1.0 % Expected life (years) 3.0 2.9 Expected dividend yield 0.0 % 0.0 % Volatility 31.4 % 33.7 % The assumptions are based on the same factors as those described for SOSARs, except that the expected life is based on the contractual performance period for stock awards. Unearned compensation as of December 31, 2016 was $ 39,758 for non-vested stock awards the Company has determined are probable of vesting, and is expected to be recognized over a weighted average period of 1.7 years. The fair value of shares earned as of the vesting date during the year ended December 31, 2016, 2015, and 2014 was $2,787, $ 634 , and $ 783 , respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 7. Employee Benefit Plans The Company maintains the Chipotle Mexican Grill 401(k) Plan (the “401(k) Plan”). T he Company matches 100 % of the first 3 % of pay contributed by each eligible employee and 50 % on the next 2 % of pay contributed. Employees become eligible to receive matching contributions after one year of service with the Company. For the years ended December 31, 201 6 , 201 5 , and 201 4 , Company matching contributions totaled approximately $ 5,939 , $ 4,995 and $ 3,881 , respectively. In addition to the traditional pre-tax deferral options, during 2016 the 401(k) Plan began offering a Roth after-tax deferral option. The Company also maintains the Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan (the “Deferred Plan”) which covers eligible employees of the Company. The Deferred Plan is a non-qualified plan that allows participants to make tax-deferred contributions that cannot be made under the 401(k) Plan because of Internal Revenue Service limitations. Participants’ earnings on contributions made to the Deferred Plan fluctuate with the actual earnings and losses of a variety of available investment choices selected by the participant. Total liabilities under the Deferred Plan as of December 31, 201 6 and 201 5 were $ 17,843 and $ 18,331 , respectively, and are included in other long-term liabilities in the consolidated balance sheet. The Company matches 100 % of the first 3 % of pay contributed by each eligible employee and 50 % on the next 2 % of pay contributed once the 401(k) contribution limits are reached. For the years ended December 31, 201 6 , 201 5 , and 201 4 , the Company made deferred compensation matches of $ 225 , $ 617, and $ 536 respectively, to the Deferred Plan. The Company has elected to fund its deferred compensation obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but the assets held in the rabbi trust are not available for general corporate purposes. Amounts in the rabbi trust are invested in mutual funds, consistent with the investment choices selected by participants in their Deferred Plan accounts, which are designated as trading securities and carried at fair value, and are included in other assets in the consolidated balance sheet. Fair value of mutual funds is measured using Level 1 inputs (quoted prices for identical assets in active markets), and the fair values of the investments in the rabbi trust were $ 17,843 and $18,331 as of December 31, 201 6 and 201 5 , respectively. The Company records trading gains and losses in general and administrative expenses in the consolidated statement of income and comprehensive income, along with the offsetting amount related to the increase or decrease in deferred compensation to reflect its exposure of the Deferred Plan liability. The following table sets forth unrealized gains and losses on investments held in the rabbi trust: Year ended December 31, 2016 2015 2014 Unrealized gains (losses) on investments held in rabbi trust $ 586 $ (571) $ 184 The Company offers an employee stock purchase plan (“ESPP”). Employees become eligible to participate after one year of service with the Company and may contribute up to 15 % of their base earnings, subject to an annual maximum dollar amount, toward the monthly purchase of the Company’s common stock. Under the ESPP, 250 shares of common stock have been authorized and reserved for issuances to eligible employees, of which 24 7 represent shares that were authorized for issuance but not issued at December 31, 201 6 . For each of the years ended December 31, 201 6, 2015, and 2014, the number of shares issued under the ESPP were less than 1 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases | 8 . Leases The Company generally operates its restaurants in leased premises. Lease terms for traditional shopping center or building leases generally include combined initial and option terms of 20 - 25 years. Ground leases generally include combined initial and option terms of 30 - 40 years. The option terms in each of these leases are typically in five -year increments. Typically, the lease includes rent escalation terms every five years including fixed rent escalations, escalations based on inflation indexes, and fair market value adjustments. Certain leases contain co ntingent rental provisions that include a fixed base rent plus an additional percentage of the restaurant’s sales in excess of stipulated amounts. The leases generally provide for the payment of common area maintenance, property taxes, insurance and various other use and occupancy costs by the Company. In addition, the Company is the lessee under non-cancelable leases covering certain offices. Contractually required f uture minimum cash lease payments under existing operating leases as of December 31, 201 6 are as follows: 2017 $ 264,911 2018 268,862 2019 269,133 2020 263,732 2021 257,400 Thereafter 2,358,941 Total minimum lease payments $ 3,682,979 Minimum lease payments have not been reduced by minimum sublease rentals of $5,342 due in the future under non-cancelable subleases. Rental expense consists of the following: Year ended December 31, 2016 2015 2014 Minimum rentals $ 255,955 $ 227,602 $ 200,575 Contingent rentals $ 1,811 $ 4,542 $ 4,616 Sublease rental income $ (2,074) $ (1,879) $ (1,838) The Company has six sales and leaseback transactions. These transactions do not qualify for sale leaseback accounting because of the Company’s deemed continuing involvement with the buyer-lessor due to fixed price renewal options, which results in the transaction being recorded under the financing method. Under the financing method, the assets remain on the consolidated balance sheet and the proceeds from the transactions are recorded as a financing liability. A portion of lease payments are applied as payments of deemed principal and imputed interest. The deemed landlord financing liability was $ 2,854 and $ 3, 060 as of December 31, 201 6 , and 201 5 , respectively, with the current portion of the liability included in accrued liabilities, and the remaining portion included in other liabilities in the consolidated balance sheet. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. 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 shares of common stock underlying SOSARs and non-vested stock awards (collectively “stock awards”). Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Stock awards are excluded from the calculation of diluted EPS in the event they are subject to performance conditions or antidilutive. The following stock awards were excluded from the calculation of diluted EPS: Year ended December 31, 2016 2015 2014 Stock awards subject to performance conditions 263 266 385 Stock awards that were antidilutive 1,316 289 232 Total stock awards excluded from diluted earnings per share 1,579 555 617 The following table sets forth the computations of basic and diluted earnings per share: Year ended December 31, 2016 2015 2014 Net income $ 22,938 $ 475,602 $ 445,374 Shares: Weighted average number of common shares outstanding 29,265 31,092 31,038 Dilutive stock awards 505 402 474 Diluted weighted average number of common shares outstanding 29,770 31,494 31,512 Basic earnings per share $ 0.78 $ 15.30 $ 14.35 Diluted earnings per share $ 0.77 $ 15.10 $ 14.13 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Purchase Obligations The Company enters into various purchase obligations in the ordinary course of business, generally of a short term nature. Those that are binding primarily relate to commitments for food purchases and supplies, amounts owed under contractor and subcontractor agreements, orders submitted for equipment for restaurants under construction, and marketing initiatives and corporate sponsorships. Litigation Receipt of Grand Jury Subpoenas On January 28, 2016 , the Company was served with a Federal Grand Jury Subpoena from the U.S. District Court for the Central District of California in connection with an official criminal investigation being conducted by the U.S. Attorney’s Office for the Central District of California, in conjunction with the U.S. Food and Drug Administration’s Office of Criminal Investigations. The subpoena requires the production of documents and information related to company-wide food safety matters dating back to January 1, 2013. The Company intends to continue to fully cooperate in the investigation. It is not possible at this time to determine whether the Company will incur, or to reasonably estimate the amount of, any fines or penalties in connection with the investigation pursuant to which the subpoena was issued. Shareholder Class Action On January 8, 2016, Susie Ong filed a complaint in the U.S. District Court for the Southern District of New York on behalf of a purported class of purchasers of shares of the Company’s common stock between February 4, 2015 and January 5, 2016. The complaint purports to state claims against the Company, each of its co-Chief Executive Officers and its Chief Financial Officer under Sections 10(b) and 20(a) of the Exchange Act and related rules, based on the Company’s alleged failure during the claimed class period to disclose material information about the Company’s quality controls and safeguards in relation to consumer and employee health. The complaint asserts that those failures and related public statements were false and misleading and that, as a result, the market price of the Company’s stock was artificially inflated during the claimed class period. The complaint seeks damages on behalf of the purported class in an unspecified amount, interest, and an award of reasonable attorneys’ fees, expert fees and other costs. The Company intends to defend this case vigorously, but it is not possible at this time to reasonably estimate the outcome of or any potential liability from the case. Shareholder Derivative Actions On March 21, 2016, Jessica Oldfather filed a shareholder derivative action in the Court of Chancery of the State of Delaware alleging that the Company’s Board of Directors and officers breached their fiduciary duties in connection with allegedly excessive compensation awarded from 2011 to 2015 under the Company’s stock incentive plan. On December 8, 2016, the Court of Chancery dismissed the complaint, with prejudice. On April 6, 2016, Uri Skorski filed a shareholder derivative action in Colorado state court in Denver, Colorado, making largely the same allegations as the Oldfather complaint and also alleging that the Company’s Board of Directors and officers breached their fiduciary duties in connection with the Company’s alleged failure to disclose material information about the Company’s food safety policies and procedures. On April 14, 2016, Mark Arnold and Zachary Arata filed a shareholder derivative action in Colorado state court in Denver, Colorado, making largely the same allegations as the Skorski complaint. On May 26, 2016, the court issued an order consolidating the Skorski and Arnold/Arata actions into a single case. On August 8, 2016, Sean Gubricky filed a shareholder derivative action the U.S. District Court for the District of Colorado, alleging that the Company’s Board of Directors and certain officers failed to institute proper food safety controls and policies, issued materially false and misleading statements in violation of federal securities laws, and otherwise breached their fiduciary duties to the Company. On September 1, 2016, Ross Weintraub filed a shareholder derivative action in Colorado state court in Denver, Colorado, making largely the same allegations as the Gubricky complaint. On December 27, 2016, Cyrus Lashkari filed a shareholder derivative action the U.S . District Court for the District of Colorado, making largely the same allegations as the foregoing shareholder derivative complaints. Each of these actions purports to state a claim for damages on behalf of the Company, and is based on statements in the Company’s SEC filings and related public disclosures, as well as media reports and Company records. The Company intends to defend these cases vigorously, but it is not possible at this time to reasonably estimate the outcome of or any potential liability from these cases. 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 h ired, appeared not to be authorized to work in the U.S. The Company 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. In May 2012, the U.S. Securities and Exchange Commission notified the Company that it was 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 had broadened to include a parallel criminal and civil investigation of the Company’s compliance with federal securities laws. During the fourth quarter of 2016, the Company entered into an agreement with the office of the U.S. Attorney for the District of Columbia to resolve the DHS and ICE investigations. 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. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | 1 1 . Quarterly Financial Data (Unaudited) Summarized unaudited quarterly financial data: 2016 March 31 June 30 September 30 December 31 Revenue $ 834,459 $ 998,383 $ 1,036,982 $ 1,034,560 Operating income (loss) $ (46,604) $ 40,895 $ 9,726 $ 30,550 Net income (loss) $ (26,432) $ 25,596 $ 7,799 $ 15,975 Basic earnings (loss) per share $ (0.88) $ 0.88 $ 0.27 $ 0.55 Diluted earnings (loss) per share $ (0.88) $ 0.87 $ 0.27 $ 0.55 2015 March 31 June 30 September 30 December 31 Revenue $ 1,089,043 $ 1,197,783 $ 1,216,890 $ 997,507 Operating income $ 197,801 $ 227,416 $ 234,759 $ 103,613 Net income $ 122,641 $ 140,204 $ 144,883 $ 67,874 Basic earnings per share $ 3.95 $ 4.51 $ 4.65 $ 2.19 Diluted earnings per share $ 3.88 $ 4.45 $ 4.59 $ 2.17 |
Description Of Business And S19
Description Of Business And Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Description Of Business And Summary Of Significant Accounting Policies [Abstract] | |
Principles Of Consolidation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company, including wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Management Estimates | Management Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue, net of discounts and incentives, when payment is tendered at the point of sale. The Company recognizes a liability for offers of free food by estimating the cost to satisfy the offer based on company–specific historical redemption patterns for similar promotions. These costs are recognized in other operating costs in the consolidated statement of income and comprehensive income and in accrued liabilities in the consolidated balance sheet. The Company reports revenue net of sales-related taxes collected from customers and remitted to governmental taxing authorities. During the year ended December 31, 2016, the Company introduced a limited-time frequency program that awarded free food or merchandise to customers based on fr equency of monthly visits. The C ompany deferred revenue reflecting the portion of original sales allocated to the rewards that were earned by program participants and not redeemed at the end of the year, and recorded a corresponding liability in accrued liabilities on its consolidated balance sheet. The portion of revenue allocated to the rewards was based on the estimated value of the award earned and takes into consideration company-specific historical redemption patterns for similar promotions. Rewards expire according to the loyalty awards terms and conditions. The Company recognizes revenue when awards are redeemed or expire. The Company sells gift cards which do not have an expiration date and it does not deduct non-usage fees from outstanding gift card balances. The Company recognizes revenue from gift cards when: (i) the gift card is redeemed by the customer; or (ii) the Company determines the likelihood of the gift card being redeemed by the customer is remote (gift card breakage) and there is not a legal obligation to remit the unredeemed gift cards to the relevant jurisdiction. The determination of the gift card breakage rate is based upon Company-specific historical redemption patterns. Gift card breakage is recognized in revenue as the gift cards are used on a pro rata basis over a six-month period beginning at the date of the gift card sale and is included in revenue in the consolidated statement of income and comprehensive income. The Company has determined that 4% of gift card sales will not be redeemed and will be retained by the Company. Breakage recognized during the years ended December 31, 2016, 2015 and 2014 was $ 3,624 , $ 4,226 and $ 3,146 , respectively. |
Cash And Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally-insured limits. The Company has not experienced any losses related to these balances and believes the risk to be minimal. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of receivables from third party gift card distributors, tenant improvement receivables, vendor rebates, receivables arising from the normal course of business, and payroll-related tax receivables. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable based on a specific review of account balances. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recoverability is considered remote. |
Inventory | Inventory Inventory, consisting principally of food, beverages, and supplies, is valued at the lower of first-in, first-out cost or net realizable value. Certain key ingredients (beef, pork, chicken, beans, rice, sour cream, cheese, and tortillas) are purchased from a small number of suppliers. |
Investments | Investments Investments classified as “trading” securities are carried at fair value with any unrealized gain or loss being recorded in the consolidated statement of income and comprehensive income. Investments classified as “available-for-sale” are carried at fair market value with unrealized gains and losses, net of tax, included as a component of other comprehensive income (loss). Held-to-maturity securities are carried at amortized cost. The Company recognizes impairment charges on its investments in the consolidated statement of income and comprehensive income when management believes the decline in the fair value of the investment is other-than-temporary. |
Leasehold Improvements, Property And Equipment | Leasehold Improvements, Property and Equipment Leasehold improvements, property and equipment are recorded at cost. Internal costs directly associated with the acquisition, development and construction of a restaurant are capitalized and were $ 8,076 , $ 9,554 and $ 7,756 for the years ended December 31, 2016, 2015 and 2014, respectively. Expenditures for major renewals and improvements are capitalized while expenditures for minor replacements, maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term, which generally includes reasonably assured option periods, or the estimated useful lives of the assets. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and any related gain or loss is reflected in loss on disposal and impairment of assets in the consolidated statement of income and comprehensive income. At least annually, the Company evaluates, and adjusts when necessary, the estimated useful lives of leasehold improvements, property and equipment. The changes in estimated useful lives did not have a material impact on depreciation in any period. The estimated useful lives are: Leasehold improvements and buildings 3 - 20 years Furniture and fixtures 4 - 7 years Equipment 3 - 10 years |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of net assets of the business acquired. Goodwill is not subject to amortization, but instead is tested for impairment at least annually, and the Company is required to record any necessary impairment adjustments. Impairment is measured as the excess of the carrying value over the fair value of the goodwill. Based on the Company’s analysis, no impairment charges were recognized on goodwill for the years ended December 31, 2016, 2015 and 2014. |
Other Assets | Other Assets Other assets consist primarily of restricted cash assets of $ 28,490 and $ 22,572 as of December 31, 2016 and 2015, respectively, a rabbi trust as described further in Note 7. “Employee Benefit Plans,” transferable liquor licenses which are carried at the lower of fair value or cost, and rental deposits related to leased properties. Restricted cash assets are primarily insurance-related restricted trust assets. |
Impairment Of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the purpose of reviewing restaurant assets to be held and used for potential impairment, assets are grouped together at the market level, or in the case of a potential relocation or closure, at the restaurant level. The Company manages its restaurants as a group with significant common costs and promotional activities; as such, an individual restaurant’s cash flows are not generally independent of the cash flows of others in a market. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the years ended December 31, 2016, 2015 and 2014, an aggregate impairment charge of $17,394 , $ 6,675 and $ 0 , respectively, was recognized in loss on disposal and impairment of assets in the consolidated statement of income and comprehensive income. Impairment charges recognized during the year ended December 31, 2016 resulted primarily from the Company’s determination that its ShopHouse Southeast Asian Kitchen restaurants were impaired and the recognition of a non-cash impairment charge of $14,505 ( $8,014 net of tax), representing substantially all of the value of long-lived assets of ShopHouse. The decision to impair the assets was based on an analysis of each restaurant’s past and present operating performance, including a significant change from comparable restaurant sales increases to decreases, and projected future cash flows expected to be generated by the restaurant assets. The Company has decided not to invest further in developing and growing the ShopHouse brand and is pursuing strategic alternatives. During the year ended December 31, 2015, the impairment charges resulted from an internally developed software program that the Company chose not to implement and the related hardware, the discontinued use of certain kitchen equipment from the Company’s restaurants, as well as restaurant relocations. The fair value of restaurants, including ShopHouse, was determined using level 3 inputs (unobservable inputs) based on a discounted cash flows method. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of its assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. The deferred income tax impacts of investment tax credits are recognized as an immediate adjustment to income tax expense. When it is more likely than not that a portion or all of a deferred tax asset will not be realized in the future, the Company provides a corresponding valuation allowance against the deferred tax asset. When it is more likely than not that a position will be sustained upon examination by a tax authority that has full knowledge of all relevant information, the Company measures the amount of tax benefit from the position and records the largest amount of tax benefit that is greater than 50% likely of being realized after settlement with a tax authority. The Company’s policy is to recognize interest to be paid on an underpayment of income taxes in interest expense and any related statutory penalties in the provision for income taxes in the consolidated statement of income and comprehensive income. |
Restaurant Pre-Opening Costs | Restaurant Pre-Opening Costs Pre-opening costs, including rent, wages, benefits and travel for training and opening teams, food and other restaurant operating costs, are expensed as incurred prior to a restaurant opening for business. |
Insurance Liability | Insurance Liability The Company maintains various insurance policies including workers’ compensation, employee health, general liability, automobile, and property damage. Pursuant to these policies, the Company is responsible for losses up to certain limits and is required to estimate a liability that represents the ultimate exposure for aggregate losses below those limits. This liability is based on management’s estimates of the ultimate costs to be incurred to settle known claims and, where applicable, claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions and factors, including historical trends, actuarial assumptions, and economic conditions. If actual trends differ from the estimates, the financial results could be impacted. As of December 31, 2016 and 2015, $ 35,550 and $ 28,391 , respectively, of the estimated liability was included in accrued payroll and benefits and $ 13,881 and $ 11,898 , respectively, was included in accrued liabilities in the consolidated balance sheet. |
Advertising And Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and totaled $ 102,969 , $ 69,257 and $ 57,290 for the years ended December 31, 2016, 2015 and 2014, respectively. Advertising and marketing costs are included in other operating costs in the consolidated statement of income and comprehensive income. |
Rent | Rent Rent expense for the Company’s leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The lease term is the lesser of 20 years inclusive of reasonably assured renewal periods, or the lease term. The lease term begins when the Company has the right to control the use of the property, which is typically before rent payments are due under the lease. The difference between the rent expense and rent paid is recorded as deferred rent in the consolidated balance sheet. Pre-opening rent is included in pre-opening costs in the consolidated statement of income and comprehensive income. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as reductions of rent expense over the term of the lease. Additionally, certain of the Company’s operating leases contain clauses that provide additional contingent rent based on a percentage of sales greater than certain specified target amounts. The Company recognizes contingent rent expense provided the achievement of that target is considered probable. |
Fair Value Of Financial Instruments | 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. |
Fair Value Measurements | Fair Value Measurements Fair value is the price the Company would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants. For assets and liabilities recorded or disclosed at fair value on a recurring basis, the Company determines fair value based on the following: Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
Foreign Currency Translation | Foreign Currency Translation The Company’s international operations generally use the local currency as the functional currency. Assets and liabilities are translated at exchange rates in effect as of the balance sheet date. Income and expense accounts are translated at the average monthly exchange rates during the year. Resulting translation adjustments are recorded as a separate component of other comprehensive income (loss) in the consolidated statement of income and comprehensive income. |
Recently Adopted Accounting Standards | Recently Issued Accounting Standards and Adoption of Accounting Pronouncements In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-18, “Statement of Cash Flows (Topic 230)”, which provides guidance on the classification of restricted cash to be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. This pronouncement is effective for reporting periods beginning after December 15, 2017 using a retrospective adoption method and early adoption is permitted. For the years ended December 31, 2016, 2015 and 2014, $28,490 , $22,572 and $19,889 , respectively, of restricted cash would have been included in cash and cash equivalents and changes in the balance excluded from net cash provided by operating activities in the consolidated statement of cash flows if this new guidance had been adopted as of the respective dates. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718).” The pronouncement was issued to simplify the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. This pronouncement is effective for reporting periods beginning after December 15, 2016. The guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. Upon adoption, any future excess tax benefits or deficiencies will be recorded to the provision for income taxes in the consolidated statement of income, instead of additional paid-in capital in the consolidated balance sheet. For the years ended December 31, 2016, 2015 and 2014, $1,320 , $74,442 and $21,667 , respectively, of excess tax benefits were recorded to additional paid-in capital that would have been recorded as a reduction to the provision for income taxes if this new guidance had been adopted as of the respective dates. Additionally, excess tax benefits will be classified as operating activities in the consolidated statement of cash flow instead of in financing activities as required under the current guidance. The Company has not selected a transition method, and except as described above, does not expect the provisions of ASU 2016-09 to have an impact on the Company’s consolidated financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The pronouncement requires the recognition of a liability for lease obligations and a corresponding right-of-use asset on the balance sheet and disclosure of key information about leasing arrangements. This pronouncement is effective for reporting periods beginning after December 15, 2018 using a modified retrospective adoption method. The Company’s adoption of ASU No. 2016-02 will have a significant impact on its consolidated balance sheet as it will record material assets and obligations for current operating leases. The Company is evaluating the impact that adoption will have on its consolidated statement of income. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” as amended by multiple standards updates. 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, 2017. 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. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the consolidated financial statements. Additionally, the adoption of accounting pronouncements during 2016 did not have an impact on the Company’s consolidated financial position or results of operations. |
Description Of Business And S20
Description Of Business And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Description Of Business And Summary Of Significant Accounting Policies [Abstract] | |
Estimated Useful Lives Of Leasehold Improvements, Property And Equipment | Leasehold improvements and buildings 3 - 20 years Furniture and fixtures 4 - 7 years Equipment 3 - 10 years |
Supplemental Financial Inform21
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Financial Information [Abstract] | |
Leasehold Improvements, Property, And Equipment | December 31, 2016 2015 Land $ 12,943 $ 13,052 Leasehold improvements and buildings 1,572,606 1,419,418 Furniture and fixtures 157,541 142,825 Equipment 405,937 362,800 Leasehold improvements, property and equipment 2,149,027 1,938,095 Accumulated depreciation (845,469) (720,875) Leasehold improvements, property and equipment, net $ 1,303,558 $ 1,217,220 |
Schedule Of Accrued Payroll And Benefits | December 31, 2016 2015 Worker's compensation liability $ 33,038 $ 26,408 Accrued payroll 22,338 13,780 Other accrued payroll and benefits 20,925 24,770 Accrued payroll and benefits $ 76,301 $ 64,958 |
Schedule Of Accrued Liabilities | December 31, 2016 2015 Gift card liability $ 59,438 $ 51,055 Transaction tax payable 20,435 15,634 Treasury stock liability 2,300 25,178 Other accrued expenses 44,956 37,408 Accrued liabilities $ 127,129 $ 129,275 |
Fair Value of Financial Instr22
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Available-for-sale Securities | December 31, 2016 2015 Amortized cost $ 455,109 $ 1,040,850 Unrealized gains (losses) (218) (2,712) Fair market value $ 454,891 $ 1,038,138 |
Unrealized gain (loss) on available-for-sale securities | Year ended December 31, 2016 2015 2014 Unrealized gains (losses) on available-for-sale securities $ 2,251 $ (2,468) $ - Unrealized gains (losses) on available-for-sale securities, net of tax $ 1,402 $ (1,522) $ - |
Schedule of realized gain (loss) on available-for-sale securities | Year ended December 31, 2016 2015 2014 Realized gains (losses) from sale of available-for-sale securities $ 547 $ - $ - Other-than-temporary impairment $ - $ 244 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule Of Components Of Provision For Income Taxes | Year ended December 31, 2016 2015 2014 Current tax: U.S. Federal $ 20,765 $ 244,470 $ 248,219 U.S. State 8,687 37,957 41,225 Foreign 556 172 156 30,008 282,599 289,600 Deferred tax: U.S. Federal (11,596) 11,000 (13,890) U.S. State (2,546) 699 (6,740) Foreign (2,470) (2,288) (3,075) (16,612) 9,411 (23,705) Valuation allowance 2,405 2,255 3,034 Provision for income taxes $ 15,801 $ 294,265 $ 268,929 |
Schedule Of Effective Tax Rate | Year ended December 31, 2016 2015 2014 Statutory U.S. federal income tax rate 35.0 % 35.0 % 35.0 % State income tax, net of related federal income tax benefit 13.3 3.6 3.7 Federal credits (10.1) (0.4) (0.5) Enhanced deduc tion for food donation (2.4) (0.2) (0.1) Valuation allowance 6.0 0.3 0.4 Other 6.2 - 0.1 Return to provision and other discrete items (7.2) (0.1) (1.0) Effective income tax rate 40.8 % 38.2 % 37.6 % |
Schedule Of Deferred Income Tax Liabilities And Assets | December 31, 2016 2015 Deferred income tax liability: Leasehold improvements, property and equipment $ 204,640 $ 192,125 Goodwill and other assets 1,856 1,696 Prepaid assets and other 6,012 8,297 Total deferred income tax liability 212,508 202,118 Deferred income tax asset: Deferred rent 63,159 57,716 Gift card liability 5,563 3,171 Capitalized transaction costs 500 502 Stock-based compensation and other employee benefits 101,628 83,058 Foreign net operating loss carry-forwards 9,580 11,407 State credits 4,595 4,783 Allowances, reserves and other 19,359 18,577 Valuation allowance (10,820) (9,401) Total deferred income tax asset 193,564 169,813 Net deferred income tax liability $ 18,944 $ 32,305 |
Schedule of Unrecognized Tax Benefits Roll Forward | 2016 2015 2014 Beginning of year $ 3,776 $ 1,342 $ - Increase resulting from prior year tax position - 402 - Increase resulting from current year tax position 435 2,032 1,342 End of year $ 4,211 $ 3,776 $ 1,342 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Based Compensation Expense | Year ended December 31, 2016 2015 2014 Stock-based compensation expense $ 65,112 $ 59,465 $ 97,618 Stock-based compensation expense, net of tax 35,974 36,666 60,084 Stock-based compensation expense recognized as capitalized development 946 1,554 1,178 |
Summary Of Option And SOSAR Activity Under Incentive Plan | 2016 2015 2014 Shares Weighted-Average Exercise Price Per Share Shares Weighted-Average Exercise Price Per Share Shares Weighted-Average Exercise Price Per Share Outstanding, beginning of year 1,694 $ 490.70 2,087 $ 395.46 1,690 $ 312.44 Granted 460 $ 457.77 379 $ 659.12 764 $ 545.66 Exercised (124) $ 315.87 (716) $ 297.25 (315) $ 310.32 Forfeited or cancelled (113) $ 559.25 (56) $ 554.73 (52) $ 419.74 Outstanding, end of year 1,917 $ 490.06 1,694 $ 490.70 2,087 $ 395.46 Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Years of Contractual Life Aggregate Intrinsic Value Outstanding as of December 31, 2016 1,917 $ 490.06 4.4 $ 22,040 Vested and expected to vest as of December 31, 2016 1,851 $ 489.18 4.3 $ 22,040 Exercisable as of December 31, 2016 846 $ 422.32 3.3 $ 22,040 |
Summary Of Non-Vested Stock Award Activity Under Incentive Plan | 2016 2015 2014 Shares Grant Date Fair Value Per Share Shares Grant Date Fair Value Per Share Shares Grant Date Fair Value Per Share Outstanding, beginning of year 116 $ 511.88 70 $ 525.60 71 $ 520.27 Granted 90 $ 509.05 47 $ 785.32 2 $ 495.92 Vested (7) $ 605.83 (1) $ 413.07 (2) $ 284.11 Forfeited or cancelled (74) $ 529.54 - $ 534.55 (1) $ 410.55 Outstanding, end of year 125 $ 606.24 116 $ 511.88 70 $ 525.60 |
Performance Shares [Member] | |
Schedule Of Assumptions to Value SOSAR or Stock Awards Granted | 2016 2015 Risk-free interest rate 0.9 % 1.0 % Expected life (years) 3.0 2.9 Expected dividend yield 0.0 % 0.0 % Volatility 31.4 % 33.7 % |
SOSARS [Member] | |
Schedule Of Assumptions to Value SOSAR or Stock Awards Granted | 2016 2015 2014 Risk-free interest rate 1.0 % 1.1 % 0.8 % Expected life (years) 3.5 3.4 3.4 Expected dividend yield 0.0 % 0.0 % 0.0 % Volatility 32.2 % 30.8 % 33.3 % Weighted-average Black-Scholes fair value per share at date of grant $ 117.48 $ 156.32 $ 136.18 |
Employee Benefit Plan (Tables)
Employee Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans [Abstract] | |
Unrealized Gains (Losses) on Investments held in Rabbi Trust | Year ended December 31, 2016 2015 2014 Unrealized gains (losses) on investments held in rabbi trust $ 586 $ (571) $ 184 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule Of Future Minimum Lease Payments Under Operating Leases | 2017 $ 264,911 2018 268,862 2019 269,133 2020 263,732 2021 257,400 Thereafter 2,358,941 Total minimum lease payments $ 3,682,979 |
Schedule Of Rental Expense | Year ended December 31, 2016 2015 2014 Minimum rentals $ 255,955 $ 227,602 $ 200,575 Contingent rentals $ 1,811 $ 4,542 $ 4,616 Sublease rental income $ (2,074) $ (1,879) $ (1,838) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Stock awards excluded from the calculation of diluted EPS | Year ended December 31, 2016 2015 2014 Stock awards subject to performance conditions 263 266 385 Stock awards that were antidilutive 1,316 289 232 Total stock awards excluded from diluted earnings per share 1,579 555 617 |
Earnings Per Share | Year ended December 31, 2016 2015 2014 Net income $ 22,938 $ 475,602 $ 445,374 Shares: Weighted average number of common shares outstanding 29,265 31,092 31,038 Dilutive stock awards 505 402 474 Diluted weighted average number of common shares outstanding 29,770 31,494 31,512 Basic earnings per share $ 0.78 $ 15.30 $ 14.35 Diluted earnings per share $ 0.77 $ 15.10 $ 14.13 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Summary Of Quarterly Financial Data | 2016 March 31 June 30 September 30 December 31 Revenue $ 834,459 $ 998,383 $ 1,036,982 $ 1,034,560 Operating income (loss) $ (46,604) $ 40,895 $ 9,726 $ 30,550 Net income (loss) $ (26,432) $ 25,596 $ 7,799 $ 15,975 Basic earnings (loss) per share $ (0.88) $ 0.88 $ 0.27 $ 0.55 Diluted earnings (loss) per share $ (0.88) $ 0.87 $ 0.27 $ 0.55 2015 March 31 June 30 September 30 December 31 Revenue $ 1,089,043 $ 1,197,783 $ 1,216,890 $ 997,507 Operating income $ 197,801 $ 227,416 $ 234,759 $ 103,613 Net income $ 122,641 $ 140,204 $ 144,883 $ 67,874 Basic earnings per share $ 3.95 $ 4.51 $ 4.65 $ 2.19 Diluted earnings per share $ 3.88 $ 4.45 $ 4.59 $ 2.17 |
Description Of Business And S29
Description Of Business And Summary Of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)segmentregionitem | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of regions | 11 | 9 | |
Number of reportable segments | segment | 1 | ||
Unredeemed gift card sales percentage | 4.00% | 4.00% | 4.00% |
Gift card breakage recognized | $ 3,624 | $ 4,226 | $ 3,146 |
Acquisition, development and construction of restaurant capitalized costs | 8,076 | 9,554 | 7,756 |
Goodwill impairment charges | 0 | 0 | 0 |
Restricted cash asset | 28,490 | 22,572 | 19,889 |
Aggregate impairment loss recognized on disposition of assets | 17,394 | 6,675 | 0 |
Impairment of Long-Lived Assets Held-for-use | 14,505 | ||
Impairment of Long-Lived Assets Held-for-use, Net | 8,014 | ||
Advertising and marketing costs | $ 102,969 | 69,257 | 57,290 |
Maximum reasonably assured lease term | 20 years | ||
Excess tax benefit on stock-based compensation | $ 1,320 | 74,442 | $ 21,667 |
Accrued Payroll And Benefits [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated insurance liability | 35,550 | 28,391 | |
Accrued Liabilities [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated insurance liability | $ 13,881 | $ 11,898 | |
United States [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of restaurants | item | 2,198 | ||
International [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of restaurants | item | 29 | ||
Non Chipotle Restaurants [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of restaurants | item | 23 |
Description Of Business And S30
Description Of Business And Summary Of Significant Accounting Policies (Estimated Useful Lives Of Leasehold Improvements, Property And Equipment) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Leasehold Improvements And Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Leasehold Improvements And Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Furniture And Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Furniture And Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Supplemental Financial Inform31
Supplemental Financial Information (Schedule Of Leasehold Improvements, Property And Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Supplemental Financial Information [Abstract] | ||
Land | $ 12,943 | $ 13,052 |
Leasehold improvements and buildings | 1,572,606 | 1,419,418 |
Furniture and fixtures | 157,541 | 142,825 |
Equipment | 405,937 | 362,800 |
Leasehold improvements, property and equipment, gross | 2,149,027 | 1,938,095 |
Accumulated depreciation | (845,469) | (720,875) |
Leasehold improvements, property and equipment, net | $ 1,303,558 | $ 1,217,220 |
Supplemental Financial Inform32
Supplemental Financial Information (Schedule of Accrued Payroll) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Supplemental Financial Information [Abstract] | ||
Workers compensation liability | $ 33,038 | $ 26,408 |
Accrued payroll | 22,338 | 13,780 |
Other accrued payroll and benefits | 20,925 | 24,770 |
Accrued payroll and benefits, Current, Total | $ 76,301 | $ 64,958 |
Supplemental Financial Inform33
Supplemental Financial Information (Schedule Of Accrued liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Supplemental Financial Information [Abstract] | ||
Gift card liability | $ 59,438 | $ 51,055 |
Transaction tax payable | 20,435 | 15,634 |
Treasury stock liability | 2,300 | 25,178 |
Other accrued expenses | 44,956 | 37,408 |
Accrued liabilities, total | $ 127,129 | $ 129,275 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value of Financial Instruments [Abstract] | |||
Investment maturity term | 2 years | 2 years | |
Amortized cost | $ 455,109 | $ 1,040,850 | |
Fair market value | 454,891 | 1,038,138 | |
Unrealized gains (losses) on available-for-sale securities | 218 | 2,712 | |
Unrealized gains (losses) in OCI on available-for-sale securities | 2,251 | (2,468) | $ 0 |
Unrealized gains (losses) in OCI on available-for-sale securities, net of tax | (1,402) | 1,522 | 0 |
Impairment charge, Available-for-sale Securities | $ 0 | $ 244 | $ 0 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Available-for-sale securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value of Financial Instruments [Abstract] | ||
Amortized cost | $ 455,109 | $ 1,040,850 |
Unrealized gains (losses) on available-for-sale securities | (218) | (2,712) |
Fair market value | $ 454,891 | $ 1,038,138 |
Fair Value of Financial Intrume
Fair Value of Financial Intruments (Unrealized gain (loss) on available-for-sale securities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value of Financial Instruments [Abstract] | |||
Unrealized gains (losses) in OCI on available-for-sale securities | $ (2,251) | $ 2,468 | $ 0 |
Unrealized gains (losses) in OCI on available-for-sale securities, net of tax | $ 1,402 | $ (1,522) | $ 0 |
Fair Value of Financial Intru37
Fair Value of Financial Intruments (Realized gain (loss) on available-for-sale securities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value of Financial Instruments [Abstract] | |||
Realized gains (losses) on available-for-sale securities | $ 547 | $ 0 | $ 0 |
Impairment charge, Available-for-sale Securities | $ 0 | $ 244 | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
Excess tax benefit on stock-based compensation | $ 1,320 | $ 74,442 | $ 21,667 |
Interest on Income Taxes Accrued | 430 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 36,464 |
Income Taxes (Schedule Of Compo
Income Taxes (Schedule Of Components Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
Current tax, U.S. Federal | $ 20,765 | $ 244,470 | $ 248,219 |
Current tax, U.S. State | 8,687 | 37,957 | 41,225 |
Current tax, Foreign | 556 | 172 | 156 |
Current tax, Total | 30,008 | 282,599 | 289,600 |
Deferred tax, U.S. Federal | (11,596) | 11,000 | (13,890) |
Deferred tax, U.S. State | (2,546) | 699 | (6,740) |
Deferred tax, Foreign | (2,470) | (2,288) | (3,075) |
Deferred tax, Total | (16,612) | 9,411 | (23,705) |
Valuation allowance | 2,405 | 2,255 | 3,034 |
Provision for income taxes | $ 15,801 | $ 294,265 | $ 268,929 |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
Statutory U.S. federal income tax rate | 35.00% | 35.00% | 35.00% |
State income tax, net of related federal income tax benefit | 13.30% | 3.60% | 3.70% |
Federal credits | (10.10%) | (0.40%) | (0.50%) |
Enhanced deduction for food donation | (2.40%) | (0.20%) | (0.10%) |
Valuation allowance | 6.00% | 0.30% | 0.40% |
Other | 6.20% | 0.00% | 0.10% |
Return to provision and other discrete items | (7.20%) | (0.10%) | (1.00%) |
Effective income tax rate | 40.80% | 38.20% | 37.60% |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Income Tax Liabilities And Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Leasehold improvements, property and equipment | $ 204,640 | $ 192,125 |
Goodwill and other assets | 1,856 | 1,696 |
Prepaid assets and other | 6,012 | 8,297 |
Total long-term deferred income tax liability | 212,508 | 202,118 |
Deferred rent | 63,159 | 57,716 |
Gift card liability | 5,563 | 3,171 |
Capitalized transaction costs | 500 | 502 |
Stock-based compensation and other employee benefits | 101,628 | 83,058 |
Foreign net operating loss carry-forwards | 9,580 | 11,407 |
State credits | 4,595 | 4,783 |
Allowances, reserves and other | 19,359 | 18,577 |
Valuation allowance | (10,820) | (9,401) |
Total long-term deferred income tax asset | 193,564 | 169,813 |
Net long-term deferred income tax liability | $ 18,944 | $ 32,305 |
Income Taxes (Schedule of Unrec
Income Taxes (Schedule of Unrecognized Tax Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
Beginning of year | $ 3,776 | $ 1,342 | $ 0 |
Increase resulting from prior year tax position | 0 | 402 | 0 |
Increase resulting from current year tax position | 435 | 2,032 | 1,342 |
End of year | $ 4,211 | $ 3,776 | $ 1,342 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 10, 2017 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 2,100,000 | |||
Acquisition of treasury stock (shares) | 1,811 | |||
Acquisition of treasury stock (value), total | $ 814,777 | $ 485,853 | $ 88,338 | |
Value of common shares remaining to be repurchased | $ 102,568 | |||
Subsequent Event [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program, additional authorized amount | $ 100,000 | |||
Share Repurchase Plans [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Acquisition of treasury stock (shares) | 1,811 | 839 | 154 | |
Acquisition of treasury stock (value), total | $ 813,881 | $ 485,841 | $ 87,996 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized and reserved for issuances | 5,560 | ||||
Shares authorized but not issued | 2,165 | ||||
Compensation expense related to employees eligible to retire and retain full rights to the awards, recognition period | 6 months | ||||
Total intrinsic value of options and SOSARs exercised | $ 15,946 | $ 260,466 | $ 88,245 | ||
Shares granted | 460 | 379 | 764 | ||
Shares granted | 90 | 47 | 2 | ||
Expiration period of SOSARs | 7 years | ||||
SOSARs outstanding | 1,917 | 1,694 | 2,087 | 1,690 | |
Outstanding, end of year, shares | 125 | 116 | 70 | 71 | |
Shares vested, fair value | $ 2,787 | $ 634 | $ 783 | ||
Change in estimate expense non-vested stock awards | 6,031 | ||||
Change in estimate expense non-vested stock awards, net of tax | $ 3,332 | ||||
Change in accounting estimate non vested stock awards earnings per share | $ 0.11 | ||||
Stock Options And SOSARs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unearned compensation | $ 34,862 | ||||
Weighted average period | 1 year 6 months | ||||
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding, end of year, shares | 116 | ||||
Performance Shares [Member] | 2016 Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 73 | ||||
Performance Shares [Member] | 2015 Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 40 | ||||
Performance and market measurement period | 3 years | ||||
Performance Shares [Member] | 2013 Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 66 | ||||
Performance SOSARs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 0 | 0 | 220 | ||
SOSARs outstanding | 388 | ||||
Performance SOSARs that have met Performance Conditions [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
SOSARs outstanding | 278 | ||||
Non-Vested Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unearned compensation | $ 39,758 | ||||
Weighted average period | 1 year 8 months 12 days | ||||
Alternative 2 [Member] | Stock Options And SOSARs [Member] | First Half Vested [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period for SOSARs | 2 years | ||||
Alternative 2 [Member] | Stock Options And SOSARs [Member] | Second Half Vested [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period for SOSARs | 3 years |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation [Abstract] | |||
Stock-based compensation expense | $ 65,112 | $ 59,465 | $ 97,618 |
Stock-based compensation expense, net of tax | 35,974 | 36,666 | 60,084 |
Stock-based compensation recognized as capitalized development | $ 946 | $ 1,554 | $ 1,178 |
Stock Based Compensation (Summa
Stock Based Compensation (Summary Of Option And SOSAR Activity Under Incentive Plan) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation [Abstract] | |||
Outstanding, beginning of year, Shares | 1,694 | 2,087 | 1,690 |
Outstanding, beginning of year, Weighted-Average Exercise Price | $ 490.70 | $ 395.46 | $ 312.44 |
Shares granted | 460 | 379 | 764 |
Granted, Weighted-Average Exercise Price | $ 457.77 | $ 659.12 | $ 545.66 |
Stock option and SOSAR exercises (shares) | (124) | (716) | (315) |
Exercised, Weighted-Average Exercise Price | $ 315.87 | $ 297.25 | $ 310.32 |
Forfeited, Shares | (113) | (56) | (52) |
Forfeited, Weighted-Average Exercise Price | $ 559.25 | $ 554.73 | $ 419.74 |
Outstanding, end of year, Shares | 1,917 | 1,694 | 2,087 |
Outstanding, end of year, Weighted-Average Exercise Price | $ 490.06 | $ 490.70 | $ 395.46 |
Outstanding, Weighted-Average Remaining Years of Contractual Life | 4 years 4 months 24 days | ||
Outstanding, Aggregate Intrinsic Value | $ 22,040 | ||
Vested and expected to vest, Shares | 1,851 | ||
Vested and expected to vest, Weighted-Average Exercise Price | $ 489.18 | ||
Vested and expected to vest, Weighted-Average Remaining Years of Contractual Life | 4 years 3 months 18 days | ||
Vested and expected to vest, Aggregate Intrinsic Value | $ 22,040 | ||
Exercisable, Shares | 846 | ||
Exercisable, Weighted-Average Exercise Price | $ 422.32 | ||
Exercisable, Weighted-Average Remaining Years of Contractual Life | 3 years 3 months 18 days | ||
Exercisable, Aggregate Intrinsic Value | $ 22,040 |
Stock Based Compensation (Sched
Stock Based Compensation (Schedule Of Assumptions To Value SOSAR Awards Granted) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Performance Shares [Member] | |||
Risk-free interest rate | 0.90% | 1.00% | |
Expected life | 3 years | 2 years 10 months 9 days | |
Expected dividend yield | 0.00% | 0.00% | |
Volatility | 31.40% | 33.70% | |
SOSARS [Member] | |||
Risk-free interest rate | 1.00% | 1.10% | 0.80% |
Expected life | 3 years 6 months | 3 years 4 months 24 days | 3 years 4 months 24 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 32.20% | 30.80% | 33.30% |
Weighted-average grant date fair value | $ 117.48 | $ 156.32 | $ 136.18 |
Stock Based Compensation (Sum48
Stock Based Compensation (Summary Of Non-Vested Stock Award Activity Under Incentive Plan) (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation [Abstract] | |||
Outstanding, beginning of year, Shares | 116 | 70 | 71 |
Outstanding, beginning of year, Grant Date Fair Value | $ 511.88 | $ 525.60 | $ 520.27 |
Shares granted | 90 | 47 | 2 |
Granted, Grant Date Fair Value | $ 509.05 | $ 785.32 | $ 495.92 |
Vested, Shares | (7) | (1) | (2) |
Vested, Grant Date Fair Value | $ 605.83 | $ 413.07 | $ 284.11 |
Forfeited, Shares | (74) | 0 | (1) |
Forfeited, Grant Date Fair Value | $ 529.54 | $ 534.55 | $ 410.55 |
Outstanding, end of year, Shares | 125 | 116 | 70 |
Outstanding, end of year, Grant Date Fair Value | $ 606.24 | $ 511.88 | $ 525.60 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Period of service before an employee is eligible for contribution | 1 year | ||
Common stock authorized for issuance but not yet issued for ESPP | 247 | ||
Common stock authorized and reserved for ESPP | 250 | ||
ESPP employee contribution, percentage | 15.00% | ||
Shares issued under ESPP | 1 | 1 | 1 |
Fair value of investments in rabbi trust | $ 17,843 | $ 18,331 | |
Deferred Plan [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Employer matching contribution, percentage on first 3% | 100.00% | ||
Employer matching contribution, percentage on next 2% | 50.00% | ||
Percentage of employees' gross pay for which the employer contributes a matching contribution of 100% under the Deferred Plan | 3.00% | ||
Percentage of employees' gross pay for which the employer contributes a matching contribution of 50% under the Deferred Plan | 2.00% | ||
Deferred compensation matching contributions | $ 225 | 617 | $ 536 |
Total liabilities under Deferred Plan | $ 17,843 | 18,331 | |
401(k) Plan [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Employer matching contribution, percentage on first 3% | 100.00% | ||
Employer matching contribution, percentage on next 2% | 50.00% | ||
Percentage of employees' gross pay for which the employer contributes a matching contribution of 100% | 3.00% | ||
Percentage of employees' gross pay for which the employer contributes a matching contribution of 50% | 2.00% | ||
Period of service before an employee is eligible for contribution | 1 year | ||
Company matching contributions | $ 5,939 | $ 4,995 | $ 3,881 |
Employee Benefit Plans (Unreali
Employee Benefit Plans (Unrealized gain loss on investments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Benefit Plans [Abstract] | |||
Unrealized Gain (Loss) on investments held in rabbit trust | $ 586 | $ (571) | $ 184 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | ||
Option terms of lease | 5 years | |
Minimum sublease rentals | $ 5,342 | |
Number of sale leaseback transactions | item | 6 | |
Total deemed landlord financing | $ 2,854 | $ 3,060 |
Shopping Center Or Building Leases [Member] | Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Combined initial and option terms lease | 20 years | |
Shopping Center Or Building Leases [Member] | Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Combined initial and option terms lease | 25 years | |
Ground Leases [Member] | Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Combined initial and option terms lease | 30 years | |
Ground Leases [Member] | Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Combined initial and option terms lease | 40 years |
Leases (Schedule Of Future Mini
Leases (Schedule Of Future Minimum Lease Payments Under Operating Leases) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 264,911 |
2,018 | 268,862 |
2,019 | 269,133 |
2,020 | 263,732 |
2,021 | 257,400 |
Thereafter | 2,358,941 |
Total minimum lease payments | $ 3,682,979 |
Leases (Schedule Of Rental Expe
Leases (Schedule Of Rental Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | |||
Minimum rentals | $ 255,955 | $ 227,602 | $ 200,575 |
Contingent rentals | 1,811 | 4,542 | 4,616 |
Sublease rental income | $ (2,074) | $ (1,879) | $ (1,838) |
Earnings per Share (Stock Award
Earnings per Share (Stock Awards Excluded From Calculation of Diluted EPS) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Stock awards excluded, performance conditions | 263 | 266 | 385 |
Stock awards excluded, anti-dilutive | 1,316 | 289 | 232 |
Total stock awards excluded from diluted earnings per share | 1,579 | 555 | 617 |
Earnings Per Share (Basic and D
Earnings Per Share (Basic and Diluted Earnings) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 15,975 | $ 7,799 | $ 25,596 | $ (26,432) | $ 67,874 | $ 144,883 | $ 140,204 | $ 122,641 | $ 22,938 | $ 475,602 | $ 445,374 |
Weighted average number of common shares outstanding | 29,265 | 31,092 | 31,038 | ||||||||
Dilutive stock awards | 505 | 402 | 474 | ||||||||
Diluted weighted average number of common shares outstanding | 29,770 | 31,494 | 31,512 | ||||||||
Basic earnings (loss) per share | $ 0.55 | $ 0.27 | $ 0.88 | $ (0.88) | $ 2.19 | $ 4.65 | $ 4.51 | $ 3.95 | $ 0.78 | $ 15.30 | $ 14.35 |
Diluted earnings (loss) per share | $ 0.55 | $ 0.27 | $ 0.87 | $ (0.88) | $ 2.17 | $ 4.59 | $ 4.45 | $ 3.88 | $ 0.77 | $ 15.10 | $ 14.13 |
Quarterly Financial Data (Summa
Quarterly Financial Data (Summary Of Quarterly Financial Data) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 1,034,560 | $ 1,036,982 | $ 998,383 | $ 834,459 | $ 997,507 | $ 1,216,890 | $ 1,197,783 | $ 1,089,043 | $ 3,904,384 | $ 4,501,223 | $ 4,108,269 |
Operating income (loss) | 30,550 | 9,726 | 40,895 | (46,604) | 103,613 | 234,759 | 227,416 | 197,801 | 34,567 | 763,589 | 710,800 |
Net income (loss) | $ 15,975 | $ 7,799 | $ 25,596 | $ (26,432) | $ 67,874 | $ 144,883 | $ 140,204 | $ 122,641 | $ 22,938 | $ 475,602 | $ 445,374 |
Basic earnings (loss) per share | $ 0.55 | $ 0.27 | $ 0.88 | $ (0.88) | $ 2.19 | $ 4.65 | $ 4.51 | $ 3.95 | $ 0.78 | $ 15.30 | $ 14.35 |
Diluted earnings (loss) per share | $ 0.55 | $ 0.27 | $ 0.87 | $ (0.88) | $ 2.17 | $ 4.59 | $ 4.45 | $ 3.88 | $ 0.77 | $ 15.10 | $ 14.13 |