Current Report Filing (8-k)
June 28 2018 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2018
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-32731
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84-1219301
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1401 Wynkoop Street, Suite 500
Denver, CO 80202
(Address
of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(303) 595-4000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.05.
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Costs Associated With Exit or Disposal Activities.
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As announced on May 23, 2018, Chipotle Mexican
Grill, Inc. has made a determination to open a headquarters office in Newport Beach, California, consolidate certain corporate administrative functions in its existing office in Columbus, Ohio, and close its existing headquarters office in Denver,
Colorado, as well as an additional corporate office in New York, New York. During the week of June 18, 2018, substantially all affected employees were informed whether they will be extended an opportunity to continue with Chipotle in the new
organization, and for those not continuing, of the transition assistance being provided by Chipotle. These communications were largely completed by June 22, 2018.
In connection with the office moves and related organizational and personnel changes, Chipotle expects to incur certain
one-time
cash and
non-cash
expenses related to employee relocation and transition costs, lease exit costs in connection with office leases in Denver and New York, and
other transition activities, of between an estimated $70 and $80 million in the aggregate. Cash charges will consist of an estimated $40 to $45 million of employee and other related costs and an estimated $20 to $25 million in
office-related costs, and will primarily be paid during 2018 and the first half of 2019.
Non-cash
charges of an estimated $10 million primarily consist of additional asset-related costs, as well as costs
associated with the modification of equity awards for employees.
Chipotle also announced on June 27, 2018 that it will close between 55 and 65
restaurants, including five Pizzeria Locale restaurants, beginning in the second quarter of 2018 and continuing over the next several quarters. The restaurant closures will result in cash charges of between approximately $15 and $25 million in
the aggregate, and
non-cash
charges of approximately $25 million net of deferred rent credits, which are expected to be incurred beginning in the second quarter of 2018 and through the first half of 2019.
Certain of the statements made above in this Item 2.05, including statements regarding anticipated and estimated employee relocations and reductions,
office transitions, related expenses, and the timing of those actions, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We use words and phrases such as expects, will,
anticipated, estimated and similar terms and phrases, including references to assumptions, to identify forward-looking statements. The forward-looking statements herein are based on information available to us as of the date
any such statements are made and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements.
These risks and uncertainties include, but are not limited to, the following: the potential for increased employee transition costs or difficulty retaining key employees, including as a result of market pressures or a reluctance to relocate to a new
geographic area; difficulties in identifying or coming to terms with potential assignees or subtenants for leased office space; and other risk factors described from time to time in the reports, including our most recent annual report on Form
10-K
and subsequent quarterly reports on Form
10-Q,
we file with the Securities and Exchange Commission.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit Index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Chipotle Mexican Grill, Inc.
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June 28, 2018
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By:
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/s/ Jack Hartung
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Name:
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Jack Hartung
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Title:
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Chief Financial Officer
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