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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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  At September 30, 2005
 
  Actual
  Pro Forma(9)
  Pro Forma
As Adjusted(10)

 
  (in thousands)
(unaudited)

Balance Sheet Data:                  
Total current assets   $ 14,368   $ 14,368   $ 100,578
Total assets   $ 371,777   $ 371,777   $ 457,987
Total current liabilities   $ 37,473   $ 37,473   $ 32,835
Total liabilities   $ 74,004   $ 73,490   $ 68,852
Total shareholders' equity   $ 297,733   $ 298,287   $ 389,135

(1)
We are not a separate taxable entity for federal and most state income tax purposes and our results of operations are included in McDonald's consolidated federal and state income tax returns; however, the provision for income taxes is calculated on a separate return basis. At December 31, 2004, we had incurred total net operating losses, or NOLs, of $139.4 million since our inception as a "C" corporation on January 1, 1996. We incurred $118.0 million of these NOLs after McDonald's acquisition of over 80% of our equity. The remaining $21.4 million of these NOLs relates to separate return limitation year ("SRLY") losses before McDonald's acquired over 80% of our equity and will begin to expire in 2012. Through December 31, 2004, we recorded a valuation allowance to offset our deferred tax assets, including those related to the NOLs, net of deferred tax liabilities. During the nine months ended September 30, 2005, we determined that it was more likely than not that we would realize our deferred tax assets and we reversed our valuation allowance, resulting in a net tax benefit of $10.8 million in our results of operations. During the nine months ended September 30, 2005, we also realized $8.5 million of SRLY losses which reduced goodwill but did not impact our results of operations.

(2)
Historical earnings (loss) per common share and shares used in computing historical earnings (loss) per common share do not reflect the effect of the Reclassification nor the conversion of stock appreciation rights into stock options.

(3)
The adjusted earnings (loss) per common share and shares used in computing adjusted earnings (loss) per common share presented give retroactive effect to the one for three reverse common stock split to be executed as part of the Reclassification and to the conversion of stock appreciation rights into stock options.

(4)
Includes company-operated stores only. We also have three franchisees who operated five, seven and eight stores at the end of 2002, 2003 and 2004, respectively, and eight stores at September 30, 2004 and 2005.

(5)
Includes company-operated stores only. We define "average store sales" as the average trailing 12-month sales for company-owned stores in operation for at least 12 full months. As average store sales are computed using the same periods for all of our stores, they do not include sales during the stub portion of the month in which a store begins operating.

(6)
Includes company-operated stores only. Represents the change in period-over-period sales for the comparable store base. A store becomes comparable in its 13th month of operation. As comp store sales are computed using the same periods for all of our stores, they do not include sales during the stub portion of the month in which a store begins operating.

(7)
Includes company-operated and franchised stores.

(8)
Represents net income (loss) before deductions for interest, income taxes, depreciation and amortization. We believe that EBITDA is useful to investors as a measure of comparative operating performance, as it is less susceptible to variances in actual performance resulting from depreciation,

8


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