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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/05/2005
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        We estimate that our net proceeds from our sale of            shares of class A common stock in this offering at an assumed initial public offering price of $            per share (the midpoint of the range shown on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be about $            million, or about $            million if the underwriters exercise in full their option to purchase additional shares. We will not receive any proceeds from the sale of shares by the selling shareholder.

        We intend to use the net proceeds from the sale of the common stock to repay the balance outstanding under our $30 million revolving line of credit with McDonald's, to provide additional long-term capital to support the growth of our business (primarily through opening new stores), to continue to maintain our existing stores and for general corporate purposes. At September 30, 2005, the balance outstanding under our revolving line of credit was $4.6 million, and the annual interest rate with respect to those borrowings on that date was 7.5% (representing the U.S. prime rate on that date plus 100 basis points). This revolving line of credit expires on June 30, 2006. We expect that it will be terminated in connection with this offering. The amounts and timing of our actual expenditures will depend on numerous factors, including the status of our expansion efforts, sales and marketing activities and competition. Accordingly, our management will have broad discretion in the application of the net proceeds, and investors will be relying on the judgment of our management regarding the application of the proceeds from this offering.

        A $1 change, up or down, in the midpoint of the range shown on the cover page of this prospectus would change our estimated net proceeds by $            . Similarly, a change in the number of shares of class A common stock we sell would increase or decrease our net proceeds. We believe that our intended use of proceeds would not be affected by changes in either our initial public offering price or the number of shares of class A common stock we sell. However, if our net proceeds were significantly reduced and we were not able to find alternate sources of financing, our growth rate could be slowed. See "Risk Factors."


        We did not declare or pay any cash dividends on our common stock in 2002, 2003 or 2004. We anticipate that we'll retain any future earnings for the operation and expansion of our business. Accordingly, we do not anticipate declaring or paying any cash dividends on our common stock for the foreseeable future.

        Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.


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