Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 24, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-32731 | |
Entity Registrant Name | CHIPOTLE MEXICAN GRILL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1219301 | |
Entity Address, Address Line One | 610 Newport Center Drive | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | Newport Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
City Area Code | 949 | |
Local Phone Number | 524-4000 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | CMG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,721,112 | |
Entity Central Index Key | 0001058090 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 366,623 | $ 815,374 |
Accounts receivable, net | 71,276 | 99,599 |
Inventory | 33,752 | 32,826 |
Prepaid expenses and other current assets | 76,439 | 78,756 |
Income tax receivable | 112,064 | 94,064 |
Investments | 417,278 | 260,945 |
Total current assets | 1,077,432 | 1,381,564 |
Leasehold improvements, property and equipment, net | 1,871,623 | 1,769,278 |
Long-term investments | 442,620 | 274,311 |
Restricted cash | 30,974 | 30,856 |
Operating lease assets | 3,309,051 | 3,118,294 |
Other assets | 63,798 | 56,716 |
Goodwill | 21,939 | 21,939 |
Total assets | 6,817,437 | 6,652,958 |
Current liabilities: | ||
Accounts payable | 167,842 | 163,161 |
Accrued payroll and benefits | 128,495 | 162,405 |
Accrued liabilities | 156,455 | 173,052 |
Unearned revenue | 133,118 | 156,351 |
Current operating lease liabilities | 231,947 | 218,713 |
Total current liabilities | 817,857 | 873,682 |
Commitments and contingencies (Note 10) | ||
Long-term operating lease liabilities | 3,497,221 | 3,301,601 |
Deferred income tax liabilities | 133,255 | 141,765 |
Other liabilities | 41,723 | 38,536 |
Total liabilities | 4,490,056 | 4,355,584 |
Shareholders' equity: | ||
Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.01 par value, 230,000 shares authorized, 37,306 and 37,132 shares issued as of September 30, 2022 and December 31, 2021, respectively | 373 | 371 |
Additional paid-in capital | 1,807,938 | 1,729,312 |
Treasury stock, at cost, 9,555 and 9,052 common shares as of September 30, 2022 and December 31, 2021, respectively | (4,076,555) | (3,356,102) |
Accumulated other comprehensive loss | (8,896) | (5,354) |
Retained earnings | 4,604,521 | 3,929,147 |
Total shareholders' equity | 2,327,381 | 2,297,374 |
Total liabilities and shareholders' equity | $ 6,817,437 | $ 6,652,958 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets [Abstract] | ||
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 | 37,306,000 | 37,132,000 |
Treasury stock, shares at cost | 9,555,000 | 9,052,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income And Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total revenue | $ 2,220,175 | $ 1,952,315 | $ 6,454,053 | $ 5,586,428 |
Restaurant operating costs (exclusive of depreciation and amortization shown separately below): | ||||
Food, beverage and packaging | 662,540 | 591,332 | 1,963,394 | 1,688,481 |
Labor | 557,178 | 502,757 | 1,639,044 | 1,400,932 |
Occupancy | 115,826 | 104,223 | 341,777 | 309,422 |
Other operating costs | 322,085 | 294,650 | 970,261 | 876,602 |
General and administrative expenses | 140,896 | 145,930 | 429,118 | 447,077 |
Depreciation and amortization | 71,416 | 63,191 | 212,814 | 188,395 |
Pre-opening costs | 7,618 | 5,894 | 18,219 | 14,280 |
Impairment, closure costs, and asset disposals | 6,363 | 4,658 | 15,354 | 14,592 |
Total operating expenses | 1,883,922 | 1,712,635 | 5,589,981 | 4,939,781 |
Income from operations | 336,253 | 239,680 | 864,072 | 646,647 |
Interest and other income (expense), net | 3,712 | (126) | 14,071 | (1,443) |
Income before income taxes | 339,965 | 239,554 | 878,143 | 645,204 |
Provision for income taxes | (82,827) | (35,120) | (202,769) | (125,695) |
Net income | $ 257,138 | $ 204,434 | $ 675,374 | $ 519,509 |
Earnings per share: | ||||
Basic | $ 9.26 | $ 7.26 | $ 24.20 | $ 18.46 |
Diluted | $ 9.20 | $ 7.18 | $ 24.02 | $ 18.22 |
Weighted-average common shares outstanding: | ||||
Basic | 27,773 | 28,150 | 27,907 | 28,137 |
Diluted | 27,956 | 28,475 | 28,116 | 28,520 |
Other comprehensive income (loss), net of income taxes: | ||||
Foreign currency translation adjustments | $ (2,257) | $ (956) | $ (3,542) | $ (914) |
Comprehensive income | 254,881 | 203,478 | 671,832 | 518,595 |
Food and Beverage [Member] | ||||
Total revenue | 2,202,336 | 1,932,409 | 6,394,094 | 5,517,764 |
Delivery Service [Member] | ||||
Total revenue | $ 17,839 | $ 19,906 | $ 59,959 | $ 68,664 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2020 | $ 367 | $ 1,549,909 | $ (2,802,075) | $ 3,276,163 | $ (4,229) | $ 2,020,135 |
Balance, Shares at Dec. 31, 2020 | 36,704 | 8,703 | ||||
Stock-based compensation | $ 0 | 55,960 | $ 0 | 0 | 0 | 55,960 |
Stock-based compensation, Shares | 0 | 0 | ||||
Stock plan transactions and other | $ 2 | 632 | $ 0 | 0 | 0 | 634 |
Stock plan transactions and other, Shares | 232 | 0 | ||||
Acquisition of treasury stock | $ 0 | 0 | $ (106,036) | 0 | 0 | (106,036) |
Acquisition of treasury stock, Shares | 0 | 74 | ||||
Net income | $ 0 | 0 | $ 0 | 127,101 | 0 | 127,101 |
Other comprehensive income (loss), net of income tax | 0 | 0 | 0 | 0 | (263) | (263) |
Balance at Mar. 31, 2021 | $ 369 | 1,606,501 | $ (2,908,111) | 3,403,264 | (4,492) | 2,097,531 |
Balance, Shares at Mar. 31, 2021 | 36,936 | 8,777 | ||||
Balance at Dec. 31, 2020 | $ 367 | 1,549,909 | $ (2,802,075) | 3,276,163 | (4,229) | 2,020,135 |
Balance, Shares at Dec. 31, 2020 | 36,704 | 8,703 | ||||
Net income | 519,509 | |||||
Balance at Sep. 30, 2021 | $ 371 | 1,690,806 | $ (3,170,798) | 3,795,672 | (5,143) | 2,310,908 |
Balance, Shares at Sep. 30, 2021 | 37,102 | 8,947 | ||||
Balance at Mar. 31, 2021 | $ 369 | 1,606,501 | $ (2,908,111) | 3,403,264 | (4,492) | 2,097,531 |
Balance, Shares at Mar. 31, 2021 | 36,936 | 8,777 | ||||
Stock-based compensation | $ 0 | 47,670 | $ 0 | 0 | 0 | 47,670 |
Stock-based compensation, Shares | 0 | 0 | ||||
Stock plan transactions and other | $ 1 | 24 | $ 0 | 0 | 0 | 25 |
Stock plan transactions and other, Shares | 52 | 0 | ||||
Acquisition of treasury stock | $ 0 | 0 | $ (159,347) | 0 | 0 | (159,347) |
Acquisition of treasury stock, Shares | 0 | 113 | ||||
Net income | $ 0 | 0 | $ 0 | 187,974 | 0 | 187,974 |
Other comprehensive income (loss), net of income tax | 0 | 0 | 0 | 0 | 305 | 305 |
Balance at Jun. 30, 2021 | $ 370 | 1,654,195 | $ (3,067,458) | 3,591,238 | (4,187) | 2,174,158 |
Balance, Shares at Jun. 30, 2021 | 36,988 | 8,890 | ||||
Stock-based compensation | $ 0 | 36,693 | $ 0 | 0 | 0 | 36,693 |
Stock-based compensation, Shares | 0 | 0 | ||||
Stock plan transactions and other | $ 1 | (82) | $ 0 | 0 | 0 | (81) |
Stock plan transactions and other, Shares | 114 | 0 | ||||
Acquisition of treasury stock | $ 0 | 0 | $ (103,340) | 0 | 0 | (103,340) |
Acquisition of treasury stock, Shares | 0 | 57 | ||||
Net income | $ 0 | 0 | $ 0 | 204,434 | 0 | 204,434 |
Other comprehensive income (loss), net of income tax | 0 | 0 | 0 | 0 | (956) | (956) |
Balance at Sep. 30, 2021 | $ 371 | 1,690,806 | $ (3,170,798) | 3,795,672 | (5,143) | 2,310,908 |
Balance, Shares at Sep. 30, 2021 | 37,102 | 8,947 | ||||
Balance at Dec. 31, 2021 | $ 371 | 1,729,312 | $ (3,356,102) | 3,929,147 | (5,354) | 2,297,374 |
Balance, Shares at Dec. 31, 2021 | 37,132 | 9,052 | ||||
Stock-based compensation | $ 0 | 24,077 | $ 0 | 0 | 0 | 24,077 |
Stock-based compensation, Shares | 0 | 0 | ||||
Stock plan transactions and other | $ 2 | (61) | $ 0 | 0 | 0 | (59) |
Stock plan transactions and other, Shares | 134 | 0 | ||||
Acquisition of treasury stock | $ 0 | 0 | $ (345,921) | 0 | 0 | (345,921) |
Acquisition of treasury stock, Shares | 0 | 230 | ||||
Net income | $ 0 | 0 | $ 0 | 158,294 | 0 | 158,294 |
Other comprehensive income (loss), net of income tax | 0 | 0 | 0 | 0 | 195 | 195 |
Balance at Mar. 31, 2022 | $ 373 | 1,753,328 | $ (3,702,023) | 4,087,441 | (5,159) | 2,133,960 |
Balance, Shares at Mar. 31, 2022 | 37,266 | 9,282 | ||||
Balance at Dec. 31, 2021 | $ 371 | 1,729,312 | $ (3,356,102) | 3,929,147 | (5,354) | 2,297,374 |
Balance, Shares at Dec. 31, 2021 | 37,132 | 9,052 | ||||
Net income | 675,374 | |||||
Balance at Sep. 30, 2022 | $ 373 | 1,807,938 | $ (4,076,555) | 4,604,521 | (8,896) | 2,327,381 |
Balance, Shares at Sep. 30, 2022 | 37,306 | 9,555 | ||||
Balance at Mar. 31, 2022 | $ 373 | 1,753,328 | $ (3,702,023) | 4,087,441 | (5,159) | 2,133,960 |
Balance, Shares at Mar. 31, 2022 | 37,266 | 9,282 | ||||
Stock-based compensation | $ 0 | 29,142 | $ 0 | 0 | 0 | 29,142 |
Stock-based compensation, Shares | 18 | |||||
Stock plan transactions and other | $ 0 | (167) | 0 | 0 | 0 | (167) |
Acquisition of treasury stock | 0 | 0 | $ (267,198) | 0 | 0 | (267,198) |
Acquisition of treasury stock, Shares | 198 | |||||
Net income | 0 | 0 | $ 0 | 259,942 | 0 | 259,942 |
Other comprehensive income (loss), net of income tax | 0 | 0 | 0 | 0 | (1,480) | (1,480) |
Balance at Jun. 30, 2022 | $ 373 | 1,782,303 | $ (3,969,221) | 4,347,383 | (6,639) | 2,154,199 |
Balance, Shares at Jun. 30, 2022 | 37,284 | 9,480 | ||||
Stock-based compensation | $ 0 | 25,587 | $ 0 | 0 | 0 | 25,587 |
Stock-based compensation, Shares | 0 | 0 | ||||
Stock plan transactions and other | $ 0 | 48 | $ 0 | 0 | 0 | 48 |
Stock plan transactions and other, Shares | 22 | 0 | ||||
Acquisition of treasury stock | $ 0 | 0 | $ (107,334) | 0 | 0 | (107,334) |
Acquisition of treasury stock, Shares | 0 | 75 | ||||
Net income | $ 0 | 0 | $ 0 | 257,138 | 0 | 257,138 |
Other comprehensive income (loss), net of income tax | 0 | 0 | 0 | 0 | (2,257) | (2,257) |
Balance at Sep. 30, 2022 | $ 373 | $ 1,807,938 | $ (4,076,555) | $ 4,604,521 | $ (8,896) | $ 2,327,381 |
Balance, Shares at Sep. 30, 2022 | 37,306 | 9,555 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net income | $ 675,374 | $ 519,509 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 212,814 | 188,395 |
Deferred income tax provision | (8,567) | (1,024) |
Impairment, closure costs, and asset disposals | 15,127 | 12,483 |
Provision for credit losses | (969) | 733 |
Stock-based compensation expense | 77,371 | 138,741 |
Other | (13,045) | 2,534 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 22,891 | 21,882 |
Inventory | (1,056) | (1,996) |
Prepaid expenses and other current assets | (3,169) | (19,343) |
Operating lease assets | 171,464 | 151,628 |
Other assets | (1,537) | 1,901 |
Accounts payable | 10,774 | 28,712 |
Accrued payroll and benefits | (32,861) | (13,193) |
Accrued liabilities | (16,562) | (7,407) |
Unearned revenue | (18,141) | (2,978) |
Income tax payable/receivable | (18,070) | (35,850) |
Operating lease liabilities | (153,200) | (141,540) |
Other long-term liabilities | 2,968 | 474 |
Net cash provided by operating activities | 921,606 | 843,661 |
Investing activities | ||
Purchases of leasehold improvements, property and equipment | (335,518) | (320,569) |
Purchases of investments | (513,813) | (288,899) |
Maturities of investments | 202,997 | 243,441 |
Proceeds from sale of equipment | 0 | 2,885 |
Net cash used in investing activities | (646,334) | (363,142) |
Financing activities | ||
Acquisition of treasury stock | (629,775) | (300,733) |
Tax withholding on stock-based compensation awards | (92,374) | (63,492) |
Other financing activities | (586) | (2,342) |
Net cash used in financing activities | (722,735) | (366,567) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,170) | (788) |
Net change in cash, cash equivalents, and restricted cash | (448,633) | 113,164 |
Cash, cash equivalents, and restricted cash at beginning of period | 846,230 | 635,836 |
Cash, cash equivalents, and restricted cash at end of period | 397,597 | 749,000 |
Supplemental disclosures of cash flow information | ||
Income taxes paid | 227,452 | 163,069 |
Purchases of leasehold improvements, property, and equipment accrued in accounts payable and accrued liabilities | 58,127 | 65,311 |
Acquisition of treasury stock accrued in accounts payable and accrued liabilities | $ 5,999 | $ 4,498 |
Basis of Presentation and Updat
Basis of Presentation and Update to Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Update to Accounting Policies [Abstract] | |
Basis of Presentation and Update to Accounting Policies | 1. Basis of Presentation and Update to Accounting Policies In this quarterly report on Form 10-Q, Chipotle Mexican Grill, Inc., a Delaware corporation, together with its subsidiaries, is collectively referred to as “Chipotle,” “we,” “us,” or “our.” We develop and operate restaurants that serve a relevant menu of burritos, burrito bowls, quesadillas, tacos, and salads, made using fresh, high-quality ingredients. As of September 30, 2022, we operated 3,090 restaurants including 3,036 Chipotle restaurants within the United States, 50 international Chipotle restaurants, and four Pizzeria Locale restaurants. Pizzeria Locale is a fast casual pizza concept that is owned and operated by a consolidated entity that we are an investor in. We manage our U.S. operations based on eight regions and have aggregated our operations to one reportable segment. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. generally accepted accounting principles for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2021. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2022 | |
Recently Issued Accounting Standards [Abstract] | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. We are evaluating the impact of the transition from LIBOR to alternative reference rates but do not expect a significant impact to our consolidated financial statements. We 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 condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 3. Revenue Rec ognition Gift Cards We sell gift cards, which do not have expiration dates and we do not deduct non-usage fees from outstanding gift card balances. Gift card balances are initially recorded as unearned revenue. We recognize revenue from gift cards when the gift card is redeemed by the customer. Historically, the majority of gift cards are redeemed within one year . In addition, a portion of gift cards are not expected to be redeemed and will be recognized as breakage over time in proportion to gift card redemptions (“gift card breakage rate”). The gift card breakage rate is based on company and program specific information, including historical redemption patterns, and expected remittance to government agencies under unclaimed property laws, if applicable. We evaluate our gift card breakage rate estimate annually, or more frequently as circumstances warrant, and apply that rate to gift card redemptions. Gift card liability balances are typically highest at the end of each calendar year following increased gift card sales during the holiday season; accordingly, revenue recognized from gift card liability balances is highest in the first quarter of each calendar year. The gift card liability included in unearned revenue on the condensed consolidated balance sheets was as follows: September 30, December 31, 2022 2021 Gift card liability $ 101,307 $ 130,779 Revenue recognized from the redemption of gift cards that was included in unearned revenue at the beginning of the year was as follows: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Revenue recognized from gift card liability balance at the beginning of the year $ 6,311 $ 5,295 $ 54,780 $ 44,789 Chipotle Rewards We have a loyalty program called Chipotle Rewards. Eligible customers who enroll in the program generally earn points for every dollar spent. In June 2021, we enhanced Chipotle Rewards and introduced a new redemption feature we call the “Rewards Exchange” that provides loyalty members multiple redemption options. Previously, Chipotle Rewards points were automatically redeemed for a free entrée when the customer obtained the required number of points. The change in the Chipotle Rewards program did not have a material impact on our condensed consolidated financial statements. We may also periodically offer promotions, which typically provide the customer with the opportunity to earn bonus points or other rewards. Earned rewards generally expire one month to two months after they are issued, and points generally expire if an account is inactive for a period of six months . We defer revenue associated with the estimated selling price of points or rewards earned by customers as each point or reward is earned, net of points or rewards we do not expect to be redeemed. The estimated selling price of each point or reward earned is based on the estimated value of the product for which the reward is expected to be redeemed. Our estimate of points and rewards we expect to be redeemed is based on historical and other company specific data. The costs associated with rewards redeemed are primarily included in food, beverage, and packaging on our condensed consolidated statements of income and comprehensive income. We evaluate Chipotle Rewards point breakage annually, or more frequently as circumstances warrant. We recognize loyalty revenue within food and beverage revenue on the condensed consolidated statements of income and comprehensive income when a customer redeems an earned reward. Deferred revenue associated with Chipotle Rewards is included in unearned revenue on our condensed consolidated balance sheets. Changes in our Chipotle Rewards liability included in unearned revenue on the condensed consolidated balance sheets were as follows: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Chipotle Rewards liability, beginning balance $ 29,381 $ 25,052 $ 25,572 $ 22,337 Revenue deferred 32,621 26,590 92,495 78,960 Revenue recognized ( 30,191 ) ( 17,388 ) ( 86,256 ) ( 67,043 ) Chipotle Rewards liability, ending balance $ 31,811 $ 34,254 $ 31,811 $ 34,254 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments Assets and Liabilities Measured at Fair Value on a Recurring Basis The carrying value of our cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value because of their short-term nature. Our investments are comprised of U.S. Treasury securities, a corporate debt security, a convertible note receivable, an equity method investment, and non-marketable equity securities. We also maintain a deferred compensation plan with related assets held in a rabbi trust. We designate the appropriate classification of our investments at the time of purchase based upon the intended holding period. Held-to-Maturity Investments U.S. Treasury Securities As of September 30, 2022, we held $ 808,183 of U.S. Treasury securities with maturities of up to 25 months, of which $ 417,278 mature within one year. As of December 31, 2021, we held $ 501,288 of U.S. Treasury securities with maturities of up to 24 months, of which $ 260,945 mature within one year. Our investments in U.S. Treasury securities are held at amortized cost. The fair value of our held-to-maturity U.S. Treasury security investments is measured using Level 1 inputs (quoted prices for identical assets in active markets). As of September 30, 2022 and December 31, 2021, the fair value of our securities were $ 792,285 and $ 500,172 , respectively. We recognize a reserve for expected credit losses when lifetime credit losses are expected by management. As of September 30, 2022, management has concluded there is no risk of non-payment with respect to our U.S. Treasury security investments. Corporate Debt Security On September 30, 2021, we acquired a promissory note issued by a supplier in exchange for $ 18,000 . The promissory note has a principal balance of $ 18,000 and bears interest at a rate equal to the 3-month U.S. dollar LIBOR plus a fixed interest spread. Accrued interest is paid quarterly in arrears and principal is payable in accordance with an amortization schedule beginning on December 31, 2022. The promissory note matures on September 30, 2028 . Our investment in the corporate debt security is held at amortized cost. We maintained a reserve for expected credit losses associated with the investment of $ 216 and $ 423 as of September 30, 2022 and December 31, 2021, respectively. We determined the fair value of the investment to be $ 17,300 and $ 18,000 as of September 30, 2022 and December 31, 2021, respectively. The fair value of the Corporate Debt Security is measured using Level 3 (unobservable) inputs. We determined the fair value using an internally-developed valuation model and unobservable inputs include credit and liquidity spreads and effective maturity. Note Receivable During the three months ended September 30, 2022, Cultivate Next I L.P. (the “Cultivate Fund”), a consolidated entity of Chipotle, acquired a convertible note receivable in a private company in exchange for $ 5,000 . The note receivable accrues interest at an annual rate of 6.0 % and matures on July 18, 2024 . The note receivable is convertible into equity securities upon the occurrence of certain events, including the occurrence of a financing event. We have elected to measure this investment under the Fair Value Option. The investment in the note receivable is included within long-term investments on the condensed consolidated balance sheet with a carrying value of $ 5,000 as of September 30, 2022. Rabbi Trust We maintain a rabbi trust to fund obligations under a deferred compensation plan. 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 carried at fair value and are included in other assets on the condensed consolidated balance sheets. Fair value of rabbi trust investments in mutual funds is measured using Level 1 inputs. The fair value of the investments in the rabbi trust was $ 19,834 and $ 19,330 as of September 30, 2022 and December 31, 2021, respectively. We record trading gains and losses, along with the offsetting amount related to the increase or decrease in deferred compensation to reflect our exposure to liabilities for payment under the deferred plan in general and administrative expenses on the condensed consolidated statements of income and comprehensive income. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets recognized or disclosed at fair value on the condensed consolidated financial statements on a nonrecurring basis include items such as leasehold improvements, property and equipment, certain long-term investments, operating lease assets, other assets, and goodwill. These assets are measured at fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or if there has been an observable price change of a non-marketable equity security. The following table summarizes our restaurant and office assets measured at fair value by hierarchy level on a nonrecurring basis: Carrying Value September 30, Level 2022 2021 Leasehold improvements, property and equipment, net 3 $ 194 $ 544 Operating lease assets 3 551 2,857 Total $ 745 $ 3,401 Fair value of these assets was measured using Level 3 inputs (unobservable inputs for the asset or liability). Unobservable inputs include the discount rate, projected restaurant revenues and expenses, and sublease income if we are closing the restaurant and intending to sublease the restaurant. During the three months ended September 30, 2022 and 2021, we recorded asset impairments related to restaurants and offices of $ 698 and $ 240 , respectively. During the nine months ended September 30, 2022 and 2021 we recorded asset impairments related to restaurants and offices of $ 1,796 and $ 3,468 , respectively. Costs are recorded within impairment, closure costs, and asset disposals on the condensed consolidated statements of income and comprehensive income. Carrying value after the impairment charges approximates fair value. Equity Method Investment As of September 30, 2022, we owned 4,325 shares of common stock of Tractor Beverages, Inc. (“Tractor”). Our investment represents ownership of approximately 10.3 % of Tractor, and we have invested total cash consideration of $ 10,000 . As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. There were no impairment charges for the nine months ended September 30, 2022 or 2021 associated with this equity method investment. The investment in common stock is included within other assets on the condensed consolidated balance sheets with a carrying value of $ 12,325 and $ 9,251 as of September 30, 2022 and December 31, 2021, respectively. Refer to Note 12. “Related Party Transactions” for related party disclosures. Non -Marketable Equity Securities As of September 30, 2022, we hold warrants (the “Tractor Warrants”) to purchase 3,772 shares of common stock of Tractor. Tractor is a privately held company, and as such, the Tractor Warrants represent non-marketable equity securities, which we have elected to measure at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The investment is included within long-term investments on the condensed consolidated balance sheets with a carrying value of $ 10,747 as of September 30, 2022. As of September 30, 2022, we own 766 shares of the Series C Preferred Stock of Nuro, Inc. (“Nuro”). Our investment represents a minority interest and we have determined that we do not have significant influence over Nuro. Nuro is a privately held company, and as such, the preferred shares comprising our investment are illiquid and fair value is not readily determinable. We have elected to measure our investment in the non-marketable equity securities of Nuro at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. As of September 30, 2022, we have recognized a cumulative gain of $ 5,968 related to our investment in Nuro. The investment is included within long-term investments on the condensed consolidated balance sheets with a carrying value of $ 15,968 as of September 30, 2022 and December 31, 2021. As of September 30, 2022, the Cultivate Fund held additional investments in non-marketable equity securities with a carrying value of $ 2,000 . These investments are presented within long-term investments on the condensed consolidated balance sheet as of September 30, 2022. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders’ Equity [Abstract] | |
Shareholders' Equity | 5. Shareholders’ Equity We have had a stock repurchase program in place since 2008. As of September 30, 2022, we had $ 412,806 authorized for repurchasing shares of our common stock, which includes the $ 200,000 additional authorization approved by our Board of Directors on September 13, 202 2. Shares we repurchased are being held in treasury stock until they are reissued or retired at the discretion of our Board of Directors. During the nine months ended September 30, 2022, 60 shares of common stock at a total cost of $ 92,374 were netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased by us but are not part of publicly announced share repurchase programs . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 6. Stock-Based Compensation For the nine months ended September 30, 2022, we granted stock only stock appreciation rights (“SOSARs”) on 94 shares of our common stock to eligible employees. The weighted-average grant date fair value of the SOSARs was $ 455.08 per share with a weighted-average exercise price of $ 1,560.51 per share. The SOSARs vest in two equal installments on the second and third anniversary of the grant date. For the nine months ended September 30, 2022, 77 SOSARs were exercised, and 20 SOSARs were forfeited. For the nine months ended September 30, 2022, we granted restricted stock units (“RSUs”) on 29 shares of our common stock to eligible employees. The weighted-average grant date fair value of the RSUs was $ 1,563.14 per share. The RSUs generally vest in two equal installments on the second and third anniversary of the grant date. For the nine months ended September 30, 2022, 23 RSUs vested and 8 RSUs were forfeited. For the nine months ended September 30, 2022, we awarded performance share units (“PSUs”) on 24 shares of our common stock at target performance to eligible employees. These PSUs are subject to service, market and performance vesting conditions. The weighted-average grant date fair value of the PSUs was $ 1,569.39 per share, and the quantity of shares that will vest range from 0 % to 300 % of the targeted number of shares. If the defined minimum targets are not met, then no shares will vest. Further, in no event may more than 100 % of the target number of PSUs vest if our 3 year total shareholder return is below the 25 th percentile of the constituent companies comprising the S&P 500 on the day of grant. For the nine months ended September 30, 2022, 55 PSUs vested, and 6 PSUs were forfeited. On December 30, 2020, due to the impact that the novel coronavirus (COVID-19) pandemic had on the growth in comparable restaurant sales and restaurant margin relative to the trajectory of both of these performance factors prior to the pandemic, and also due to the significant shareholder value created over the three year performance period of the original award, the Compensation Committee of our Board of Directors modified the 2018 PSU award. This modification pertained to all seven recipients of this award, and resulted in an incremental compensation expense of $ 71,441 , of which $ 6,145 was recognized during the nine months ended September 30, 2022, compared to $ 55,463 recognized during the nine months ended September 30, 2021. During the nine months ended September 30, 2022, 0.4 shares were forfeited, resulting in a reversal of $ 536 of expense. $ 1,116 remains unamortized as of September 30, 2022. The incremental compensation cost is calculated by multiplying the number of incremental shares generated through the modification by the stock price on the modification date. The stock price on the modification date of December 30, 2020 was $ 1,374.17 . Based on the terms of the modification, 29 PSUs vested on March 15, 2021, pursuant to the original performance condition of the 2018 PSU award. To receive all incremental shares generated through the modification, the recipients of this award must remain employed through December 31, 2022, and the incremental shares vest in four installments. The first two installments of the modification vested during 2021, which included the vesting of 33 PSUs, and the third installment of the modification vested on June 30, 2022, which included the vesting of 8 PSUs. The unamortized expense associated with the one remaining installment will be recognized over the remaining requisite service period of three months . On July 27, 2022, we modified certain equity awards of an employee in connection with a separation agreement to allow a short-term extension of vesting of these certain equity awards that would have otherwise vested within eight months of the separation date. This modification impacted one individual and resulted in an incremental compensation expense of $ 6,701 , which was recognized during the three months ended September 30, 2022. The following table sets forth total stock-based compensation expense: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Stock-based compensation $ 25,587 $ 36,693 $ 78,806 $ 140,323 Stock-based compensation, net of income taxes $ 22,067 $ 32,527 $ 67,541 $ 125,714 Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the condensed consolidated balance sheets $ 437 $ 632 $ 1,435 $ 1,582 Excess tax benefit on stock-based compensation recognized in provision for income taxes on the condensed consolidated statements of income and comprehensive income $ 3,711 $ 16,414 $ 24,383 $ 40,860 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 7. Income Taxes The effective income tax rate for the three months ended September 30, 2022, was 24.4 %, an increase from an effective income tax rate of 14.7 % for the three months ended September 30, 2021. The increase is primarily due to a decrease in tax benefits related to option exercises and equity vesting, a reduction in return to provision benefits, and an increase in ASC 740-10 tax reserves, partially offset with a reduction in nondeductible expenses. The effective income tax rate was 23.1 % for the nine months ended September 30, 2022, an increase from an effective income tax rate of 19.5 % for the nine months ended September 30, 2021. The increase is primarily due to fewer tax benefits related to option exercise and equity vesting, a reduction in return to provision benefits, and an increase in ASC 740-10 tax reserves, partially offset with a reduction in nondeductible expenses in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 ,which includes a 15% minimum tax on the adjusted financial statement income of corporations with a three taxable year average annual adjusted financial statement income in excess of $1 billion, a 1% excise tax on net stock repurchases made by publicly traded US corporations and several tax incentives to promote clean energy. The alternative minimum tax and the excise tax are effective in taxable years beginning after December 31, 2022. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, we will continue to evaluate its impact as further information becomes available. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases The significant majority of our operating leases consist of restaurant locations and office space. We determine if a contract contains a lease at inception. Our leases generally have remaining terms of 1 - 20 years and most include options to extend the leases for additional 5 -year periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods up to a term of 20 years. Supplemental disclosures of cash flow information related to leases were as follows: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Cash paid for operating lease liabilities $ 97,627 $ 90,096 $ 287,048 $ 268,038 Operating lease assets obtained in exchange for operating lease liabilities $ 163,916 $ 188,451 $ 373,971 $ 483,114 Derecognition of operating lease assets due to terminations or impairment $ 6,112 $ 41 $ 12,585 $ 2,020 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Earnings Per Share The following table sets forth the computations of basic and diluted earnings per share: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Net income $ 257,138 $ 204,434 $ 675,374 $ 519,509 Shares: Weighted-average number of common shares outstanding (for basic calculation) 27,773 28,150 27,907 28,137 Dilutive stock awards 183 325 209 383 Weighted-average number of common shares outstanding (for diluted calculation) 27,956 28,475 28,116 28,520 Basic earnings per share $ 9.26 $ 7.26 $ 24.20 $ 18.46 Diluted earnings per share $ 9.20 $ 7.18 $ 24.02 $ 18.22 The following stock awards were excluded from the calculation of diluted earnings per share: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Stock awards subject to performance conditions 61 75 60 74 Stock awards that were antidilutive 167 3 164 42 Total stock awards excluded from diluted earnings per share 228 78 224 116 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Purchase Obligations We enter 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 New York Legal Proceedings As reported in our previous SEC filings, on September 10, 2019, the New York City Department of Consumer and Worker Protection (“DCWP”) filed a complaint in the City of New York Office of Administrative Trials and Hearings alleging violations at five Chipotle restaurants of New York City’s Fair Work Week law (“FWW”) and Earned Safe and Sick Time Act (“ESTA”) between November 2017 and September 2019. On April 28, 2021, DCWP amended the complaint to cover purported violations of FWW and ESTA at substantially all Chipotle restaurants in New York City, through the date the amended complaint was filed. In August 2022, Chipotle signed an agreement with New York City to resolve the proceedings and related audits. Under the settlement agreement, Chipotle paid a $ 1.0 million civil penalty to New York City and will pay up to approximately $ 20 million in compensation to individuals who were hourly employees of Chipotle restaurants covered by the settlement agreement during the relevant time period. We have accrued a liability that represents the total estimated amount we expect to pay under the settlement agreement, and we do not expect any additional losses above the amount accrued to be material to our consolidated financial statements. Other We are involved in various claims and legal actions, such as wage and hour, wrongful termination and other employment-related claims, slip and fall and other personal injury claims, advertising and consumer claims, and lease, construction and other commercial disputes, that arise in the ordinary course of business, some of which may be covered by insurance. The outcomes of these actions are not predictable, but we do not believe that the ultimate resolution of these actions will have a material adverse effect on our financial position, results of operations, liquidity, or capital resources. However, if there is a significant increase in the number of these claims, or if we incur greater liabilities than we currently anticipate under one or more claims, it could materially and adversely affect our business, financial condition, results of operations and cash flows. Accrual for Estimated Liability In relation to various legal matters, including those discussed above, as of September 30, 2022, we had an accrued legal liability balance of $ 20,229 included within accrued liabilities on the condensed consolidated balance sheet . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt [Abstract] | |
Debt | 11. Debt As of September 30, 2022, we had a $ 500,000 revolving credit facility which expires in April 2026, with JPMorgan Chase Bank as administrative agent. Borrowings on the credit facility bear interest at a rate equal to LIBOR plus 1.375 %, which is subject to increase due to changes in our total leverage ratio as defined in the credit agreement. We are also obligated to pay a commitment fee of 0.175 % per year for unused amounts under the credit facility, which also may increase due to changes in our total leverage ratio. Further, we are subject to certain covenants defined in the credit agreement, which include maintaining a total leverage ratio of less than 3.0 x, maintaining a consolidated fixed charge coverage ratio of greater than 1.5 x, and limiting us from incurring additional indebtedness in certain circumstances. We had no outstanding borrowings under the credit facility and are in compliance with all covenants as of September 30, 2022 and December 31, 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions As of September 30, 2022, we owned approximately 10.3 % of the common stock outstanding of Tractor. As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. Accordingly, we have identified Tractor as a related party. We purchase product from the supplier for sale to customers in our restaurants. During the three months ended September 30, 2022 and September 30, 2021, purchases from the supplier were $ 11,506 and $ 9,674 , respectively. During the nine months ended September 30, 2022 and September 30, 2021, purchases from the supplier were $ 28,330 and $ 22,817 , respectively. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition [Abstract] | |
Liability Included in Unearned Revenue | September 30, December 31, 2022 2021 Gift card liability $ 101,307 $ 130,779 |
Revenue Recognized from Liability Balances | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Revenue recognized from gift card liability balance at the beginning of the year $ 6,311 $ 5,295 $ 54,780 $ 44,789 |
Changes in Liability Balance | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Chipotle Rewards liability, beginning balance $ 29,381 $ 25,052 $ 25,572 $ 22,337 Revenue deferred 32,621 26,590 92,495 78,960 Revenue recognized ( 30,191 ) ( 17,388 ) ( 86,256 ) ( 67,043 ) Chipotle Rewards liability, ending balance $ 31,811 $ 34,254 $ 31,811 $ 34,254 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Summary of Assets Measured at Fair Value on Nonrecurring Basis | Carrying Value September 30, Level 2022 2021 Leasehold improvements, property and equipment, net 3 $ 194 $ 544 Operating lease assets 3 551 2,857 Total $ 745 $ 3,401 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation [Abstract] | |
Summary of Stock-Based Compensation Expense | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Stock-based compensation $ 25,587 $ 36,693 $ 78,806 $ 140,323 Stock-based compensation, net of income taxes $ 22,067 $ 32,527 $ 67,541 $ 125,714 Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the condensed consolidated balance sheets $ 437 $ 632 $ 1,435 $ 1,582 Excess tax benefit on stock-based compensation recognized in provision for income taxes on the condensed consolidated statements of income and comprehensive income $ 3,711 $ 16,414 $ 24,383 $ 40,860 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Related to Leases | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Cash paid for operating lease liabilities $ 97,627 $ 90,096 $ 287,048 $ 268,038 Operating lease assets obtained in exchange for operating lease liabilities $ 163,916 $ 188,451 $ 373,971 $ 483,114 Derecognition of operating lease assets due to terminations or impairment $ 6,112 $ 41 $ 12,585 $ 2,020 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Net income $ 257,138 $ 204,434 $ 675,374 $ 519,509 Shares: Weighted-average number of common shares outstanding (for basic calculation) 27,773 28,150 27,907 28,137 Dilutive stock awards 183 325 209 383 Weighted-average number of common shares outstanding (for diluted calculation) 27,956 28,475 28,116 28,520 Basic earnings per share $ 9.26 $ 7.26 $ 24.20 $ 18.46 Diluted earnings per share $ 9.20 $ 7.18 $ 24.02 $ 18.22 |
Stock Awards Excluded from the Calculation of Diluted EPS | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Stock awards subject to performance conditions 61 75 60 74 Stock awards that were antidilutive 167 3 164 42 Total stock awards excluded from diluted earnings per share 228 78 224 116 |
Basis of Presentation and Upd_2
Basis of Presentation and Update to Accounting Policies (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2022 region item segment | |
Product Information [Line Items] | |
Number of regions | region | 8 |
Number of reportable segments | segment | 1 |
Chipotle [Member] | |
Product Information [Line Items] | |
Number of restaurants | 3,090 |
Pizzeria Locale [Member] | |
Product Information [Line Items] | |
Number of restaurants | 4 |
United States [Member] | Chipotle [Member] | |
Product Information [Line Items] | |
Number of restaurants | 3,036 |
International [Member] | Chipotle [Member] | |
Product Information [Line Items] | |
Number of restaurants | 50 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Majority gift card breakage revenue recognition period | 1 year |
Earned Points Expiration Period For Inactivity | 6 months |
Minimum [Member] | |
Earned rewards, expiration period | 1 month |
Maximum [Member] | |
Earned rewards, expiration period | 2 months |
Revenue Recognition (Liability
Revenue Recognition (Liability Included in Unearned Revenue) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Gift Card [Member] | ||
Liability in unearned revenue | $ 101,307 | $ 130,779 |
Revenue Recognition (Revenue Re
Revenue Recognition (Revenue Recognized from Liability Balances) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Gift Card [Member] | ||||
Revenue recognized from gift card liability balance at the beginning of the year | $ 6,311 | $ 5,295 | $ 54,780 | $ 44,789 |
Revenue Recognition (Changes in
Revenue Recognition (Changes in Liability Balance) (Details) - Chipotle Rewards [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Chipotle Rewards liability, beginning balance | $ 29,381 | $ 25,052 | $ 25,572 | $ 22,337 |
Revenue deferred | 32,621 | 26,590 | 92,495 | 78,960 |
Revenue recognized | (30,191) | (17,388) | (86,256) | (67,043) |
Chipotle Rewards liability, ending balance | $ 31,811 | $ 34,254 | $ 31,811 | $ 34,254 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Investments | $ 442,620,000 | $ 442,620,000 | $ 274,311,000 | ||
Fair value of investments in rabbi trust | 19,834,000 | 19,834,000 | 19,330,000 | ||
Asset impairments | 698,000 | $ 240,000 | 1,796,000 | $ 3,468,000 | |
Other assets | 63,798,000 | 63,798,000 | 56,716,000 | ||
Notes Receivable [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Note receivable | $ 5,000,000 | $ 5,000,000 | |||
Note receivable, interest rate | 6% | 6% | |||
Note receivable, maturity | Jul. 18, 2024 | Jul. 18, 2024 | |||
Long-term Investments | $ 5,000,000 | $ 5,000,000 | |||
US Treasury Securities [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Investments | 808,183,000 | 808,183,000 | 501,288,000 | ||
Investments maturing within one year | 417,278,000 | 417,278,000 | 260,945,000 | ||
Fair value held-to-maturity investments | 792,285,000 | 792,285,000 | 500,172,000 | ||
Corporate Debt Securities [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value held-to-maturity investments | 17,300,000 | $ 18,000,000 | 17,300,000 | 18,000,000 | 18,000,000 |
Promissory note | 18,000,000 | 18,000,000 | |||
Reserve for expected credit losses | $ 216,000 | $ 216,000 | $ 423,000 | ||
Note receivable, maturity | Sep. 30, 2028 | Sep. 30, 2028 | |||
Maximum [Member] | US Treasury Securities [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Investment maturity term | 25 months | 24 months | |||
Nuro [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Investments | $ 15,968,000 | $ 15,968,000 | $ 15,968,000 | ||
Shares acquired | 766 | 766 | |||
Recognized gain | $ 5,968,000 | ||||
Tractor [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Shares acquired | 4,325 | 4,325 | |||
Ownership percentage | 10.30% | 10.30% | |||
Cash consideration | $ 10,000,000 | $ 10,000,000 | |||
Equity method investment, impairment | 0 | $ 0 | |||
Carrying value | $ 12,325,000 | $ 12,325,000 | $ 9,251,000 | ||
Tractor Warrants [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Number of shares that may be called by warrants | 3,772 | 3,772 | |||
Carrying value | $ 10,747,000 | $ 10,747,000 | |||
Cultivate Fund [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Carrying value | $ 2,000,000 | $ 2,000,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Summary of Assets Measured at Fair Value on Nonrecurring Basis) (Details) - Fair Value, Nonrecurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 745 | $ 3,401 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Leasehold improvements, property and equipment, net | 194 | 544 |
Operating leases assets | $ 551 | $ 2,857 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 13, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock repurchase program, additional authorized amount | $ 200,000 | |||||||
Common stock surrendered as payment | $ 107,334 | $ 267,198 | $ 345,921 | $ 103,340 | $ 159,347 | $ 106,036 | ||
Value of common shares remaining to be repurchased | $ 412,806 | $ 412,806 | ||||||
Repurchases in Accordance with Stock Award Agreements [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Acquisition of treasury stock (shares), total | 60 | |||||||
Common stock surrendered as payment | $ 92,374 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 15, 2021 shares | Dec. 30, 2020 USD ($) employee $ / shares | Sep. 30, 2022 USD ($) employee | Sep. 30, 2022 USD ($) item $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 item shares | |
Stock Options And SOSARs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted | 94,000 | |||||
Shares forfeited | 20,000 | |||||
Grant date fair value | $ / shares | $ 455.08 | |||||
Granted, weighted-average exercise price | $ / shares | $ 1,560.51 | |||||
Shares exercised | 77,000 | |||||
Weighted-average Black-Scholes fair value per share at date of grant | $ / shares | $ 455.08 | |||||
Stock Options And SOSARs [Member] | Vesting Period 1 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Stock Options And SOSARs [Member] | Vesting Period 2 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Restricted Stock Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted | 29,000 | |||||
Shares forfeited | 8,000 | |||||
Grant date fair value | $ / shares | $ 1,563.14 | |||||
Units vested | 23,000 | |||||
Weighted-average Black-Scholes fair value per share at date of grant | $ / shares | $ 1,563.14 | |||||
Restricted Stock Units [Member] | Vesting Period 1 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Restricted Stock Units [Member] | Vesting Period 2 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | $ / shares | $ 1,569.39 | |||||
Units vested | 55,000 | |||||
Units forfeited | 6,000 | |||||
Performance shares granted | 24,000 | |||||
Weighted-average Black-Scholes fair value per share at date of grant | $ / shares | $ 1,569.39 | |||||
Performance and market measurement period | 3 years | |||||
Performance Shares [Member] | 2018 Stock Awards [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of installments | item | 4 | |||||
Units vested | 29,000 | |||||
Units forfeited | 400 | |||||
Number of installments remaining | item | 1 | |||||
Remaining service period | 3 months | |||||
Share-based compensation adjustment | $ | $ 536 | |||||
Number of employees affected by modified service requirements | employee | 7 | |||||
Modified service requirements expense | $ | $ 71,441 | |||||
Stock-based compensation expense | $ | 6,145 | $ 55,463 | ||||
Modified service requirements expense, unamortized | $ | $ 1,116 | |||||
Stock price | $ / shares | $ 1,374.17 | |||||
Performance Shares [Member] | First Half Vested [Member] | 2018 Stock Awards [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of installments | item | 2 | |||||
Units vested | 33,000 | |||||
Performance Shares [Member] | Second Half Vested [Member] | 2018 Stock Awards [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units vested | 8,000 | |||||
Performance Shares [Member] | Defined Minimum Targets Not Met [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units vested | 0 | |||||
Certain Equity Awards of an Employee [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of employees affected by modified service requirements | employee | 1 | |||||
Modified service requirements expense | $ | $ 6,701 | |||||
Certain Equity Awards of an Employee [Member] | Separation Vesting Period [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 8 months | |||||
Minimum [Member] | Performance Shares [Member] | Vesting Period 1 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Targeted number of shares, quantity that will vest, percentage | 0% | |||||
Maximum [Member] | Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of target number of shares to be earned if certain criteria is met | 100% | |||||
Maximum [Member] | Performance Shares [Member] | Vesting Period 1 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Targeted number of shares, quantity that will vest, percentage | 300% |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation | $ 25,587 | $ 36,693 | $ 78,806 | $ 140,323 |
Stock-based compensation, net of income taxes | 22,067 | 32,527 | 67,541 | 125,714 |
Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the condensed consolidated balance sheets | 437 | 632 | 1,435 | 1,582 |
Excess tax benefit on stock-based compensation recognized in provision for income taxes on the condensed consolidated statements of income and comprehensive income | $ 3,711 | $ 16,414 | $ 24,383 | $ 40,860 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes [Abstract] | ||||
Effective income tax rate | 24.40% | 14.70% | 23.10% | 19.50% |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |
Option to extend, additional periods | 5 years |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 20 years |
Renewal period | 20 years |
Leases (Schedule of Supplementa
Leases (Schedule of Supplemental Cash Flow Related to Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Cash paid for operating lease liabilities | $ 97,627 | $ 90,096 | $ 287,048 | $ 268,038 |
Operating lease assets obtained in exchange for operating lease liabilities | 163,916 | 188,451 | 373,971 | 483,114 |
Derecognition of operating lease assets due to terminations or impairment | $ 6,112 | $ 41 | $ 12,585 | $ 2,020 |
Earnings Per Share (Basic and D
Earnings Per Share (Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||||
Net income | $ 257,138 | $ 259,942 | $ 158,294 | $ 204,434 | $ 187,974 | $ 127,101 | $ 675,374 | $ 519,509 |
Weighted-average number of common shares outstanding (for basic calculation) | 27,773 | 28,150 | 27,907 | 28,137 | ||||
Dilutive stock awards | 183 | 325 | 209 | 383 | ||||
Weighted-average number of common shares outstanding (for diluted calculation) | 27,956 | 28,475 | 28,116 | 28,520 | ||||
Basic earnings per share | $ 9.26 | $ 7.26 | $ 24.20 | $ 18.46 | ||||
Diluted earnings per share | $ 9.20 | $ 7.18 | $ 24.02 | $ 18.22 |
Earnings Per Share (Stock Award
Earnings Per Share (Stock Awards Excluded from the Calculation of Diluted EPS) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Stock awards subject to performance conditions | 61 | 75 | 60 | 74 |
Stock awards that were antidilutive | 167 | 3 | 164 | 42 |
Total stock awards excluded from diluted earnings per share | 228 | 78 | 224 | 116 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) store | |
Loss contingency accrual | $ 20,229 |
Fair Work Week [Member] | |
Number of restaurants under litigation | store | 5 |
Civil penalties paid | $ 1,000 |
Litigation settlement amount | $ 20,000 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - Revolving Credit Facility [Member] - JPMorgan Chase Bank [Member] | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | ||
Credit facility, maximum borrowing capacity | $ 500,000,000 | |
Credit facility, commitment fee percentage | 0.175% | |
Total leverage ratio | 3 | |
Fixed charge coverage ratio | 1.5 | |
Credit facility, amount outstanding | $ 0 | $ 0 |
London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Additional interest | 1.375% |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - Tractor [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Ownership percentage | 10.30% | 10.30% | ||
Purchases from related party | $ 11,506 | $ 9,674 | $ 28,330 | $ 22,817 |