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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):  July 22, 2021

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware   0-20574   51-0340466
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

26901 Malibu Hills Road
Calabasas Hills, California
  91301
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (818) 871-3000

 

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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock, par value $.01 per share   CAKE   The Nasdaq Stock Market LLC

 

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. ¨

 

 

 

 

 

The following information under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure,” is intended to be furnished. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

 

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

In a press release dated July 27, 2021, a copy of which is furnished as Exhibit 99.1 to this report, The Cheesecake Factory Incorporated (the “Company”) reported financial results for the second quarter of fiscal 2021.

 

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On July 22, 2021, the Board of Directors (the “Board”) of the Company appointed Khanh (“Connie”) Collins as a director of the Company and also appointed her to the Corporate Governance and Nominating Committee of the Board effective as of July 22, 2021.

 

As a non-employee director, for her service on the Board, Ms. Collins will receive a $90,000 annual cash retainer and an annual cash payment in lieu of equity of $115,000, each pro-rated for the remainder of 2021.

 

Ms. Collins is eligible to participate in the Company’s Executive Savings Plan (the “Plan”), a nonqualified deferred compensation plan, by contributing all or a portion of her director fees and equity awards in the form of stock units to this Plan, subject to the terms of the Plan.

 

Ms. Collins also entered into the Company’s standard form of indemnification agreement for directors, the form of which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2007.

 

ITEM 7.01REGULATION FD DISCLOSURE

 

A copy of the Company’s press release, dated July 26, 2021, announcing the appointment of Ms. Collins to the Board and Corporate Governance and Nominating Committee, is furnished as Exhibit 99.2 hereto and is incorporated by reference herein.

 

On July 27, 2021, the Company posted an updated Investor Presentation on the Company’s Investor Relations website at investors.thecheesecakefactory.com. A copy of the presentation is furnished as Exhibit 99.3 hereto and is incorporated by reference herein.

 

ITEM 8.01OTHER EVENTS

 

On July 22, 2021, the Board increased the authorized number of directors from nine to ten, effective July 22, 2021 in accordance with the Company’s Bylaws.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)         Exhibits

   
99.1 Press release dated July 27, 2021 entitled “The Cheesecake Factory Reports Record Revenues in the Second Quarter of Fiscal 2021 and Provides Business Update.”  
99.2 Press release dated July 26, 2021 entitled “The Cheesecake Factory Appoints Khanh Collins to Board of Directors.”
99.3 The Cheesecake Factory Investor Presentation dated July 27, 2021
104.1 Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

SIGNATURES

 

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.

 

Date:    July 27, 2021 THE CHEESECAKE FACTORY INCORPORATED
   
   
  By: /s/ Matthew E. Clark
    Matthew E. Clark
    Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

Exhibit 99.1 

 

 

PRESS RELEASE

 

FOR IMMEDIATE RELEASE Contact: Stacy Feit
  (818) 871-3000
  [email protected]

 

THE CHEESECAKE FACTORY REPORTS RECORD REVENUES IN THE SECOND QUARTER OF FISCAL 2021 AND PROVIDES BUSINESS UPDATE

 

Generated $109 million in cash flow from operations

 

Third quarter-to-date through July 26th comparable sales at

The Cheesecake Factory restaurants increased 10% over 2019 levels

 

CALABASAS HILLS, Calif., – July 27, 2021 – The Cheesecake Factory Incorporated (NASDAQ: CAKE) today reported financial results for the second quarter of fiscal 2021, which ended on June 29, 2021.

 

Total revenues were $769.0 million in the second quarter of fiscal 2021 compared to $295.9 million in the second quarter of fiscal 2020. Net income available to common stockholders and diluted net income per common share were $17.1 million and $0.37, respectively, in the second quarter of fiscal 2021.

 

During the second quarter of fiscal 2021, the Company recorded $11.4 million in non-cash acquisition-related contingent consideration and amortization expense primarily associated with the amendment to the Fox Restaurant Concepts (“FRC”) acquisition agreement, including the extension of the earn-out period through 2026. Excluding the after-tax impact of this item, the termination of the Company’s interest rate swap agreement and reflecting the then potential impact of the conversion of the Company’s convertible preferred stock into common stock for the period that it was outstanding during the quarter prior to the repurchase and conversion on June 15, 2021, adjusted net income and adjusted net income per share for the second quarter of fiscal 2021 were $43.9 million and $0.80, respectively. Please see the Company’s reconciliation of non-GAAP financial measures at the end of this press release.

 

Comparable restaurant sales at The Cheesecake Factory restaurants increased 150.0% year-over-year in the second quarter of fiscal 2021. Relative to the second quarter of fiscal 2019, comparable restaurant sales at The Cheesecake Factory restaurants increased 7.8%.

 

As of today, nearly all of the Company’s restaurants across its concepts are operating with no indoor dining restrictions. Fiscal 2021 third quarter-to-date through July 26th comparable sales for The Cheesecake Factory restaurants increased approximately 61% year-over-year and 10% relative to the same period in fiscal 2019, supported by approximately 27% off-premise sales mix. Based on average weekly sales quarter-to-date of approximately $230,000, this equates to nearly $12 million on average, per unit on an annualized basis. Off-premise average weekly sales are about double the level seen during the same period in fiscal 2019.

  

26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

 

 

 

“We had a tremendous second quarter, driving record revenues and strong cash flow,” said David Overton, Chairman and Chief Executive Officer. “When we reflect on where we were a year ago during the depths of COVID-19, we are so proud of our team’s accomplishments that have driven our recovery. Comparable sales at The Cheesecake Factory restaurants far outpaced pre-COVID levels during the second quarter and we leveraged the sales to drive solid bottom line performance. Sales across our concepts further strengthened early in the third quarter as nearly all of our restaurants are now operating with no indoor dining restrictions. Additionally, we opened three new restaurants during the second quarter and with our most recent opening last week, we are on track to meet our development objective to open as many as 14 new restaurants across our concepts this year.”

 

Development

 

During the second quarter of fiscal 2021, two North Italia restaurants opened in Miami and San Antonio, Flower Child opened in Atlanta, and one Cheesecake Factory restaurant opened internationally in Shanghai under a licensing agreement. Subsequent to quarter-end, a second North Italia opened in the Nashville area.

 

Balance Sheet & Cash Flow

 

During the second quarter, the Company generated $108.8 million in cash flow from operating activities.

 

As of June 29, 2021, the Company had total available liquidity of $401.9 million, including a cash balance of $161.8 million and availability on its revolving credit facility of $240.1 million. Total principal amount of debt outstanding was $475 million, including $345 million of 0.375% convertible senior notes due 2026 issued during the second quarter and $130 million drawn on the Company’s revolving credit facility following the previously announced $150 million repayment during the second quarter.

 

The Company also completed the offering of 3.125 million shares of common stock during the second quarter of fiscal 2021. As previously disclosed, the Company used the net proceeds from the convertible senior note and common stock offerings to fund approximately $457.4 million payable in connection with the repurchase of 150,000 shares of its previously outstanding convertible preferred stock and the conversion of the remaining 50,000 shares of convertible preferred stock into approximately 2.4 million shares of the Company’s common stock, which simplified the Company’s capital structure and eliminated future convertible preferred dividends. For GAAP accounting purposes, $13.6 million of the total consideration paid was deemed to be an assumed dividend during the second quarter of fiscal 2021.

 

Conference Call and Webcast

 

The Company will hold a conference call to review its results for the second quarter of fiscal 2021 today at 2:00 p.m. Pacific Time. The conference call will be webcast live on the Company’s website at investors.thecheesecakefactory.com and a replay of the webcast will be available through August 26, 2021.

 

About The Cheesecake Factory Incorporated

 

The Cheesecake Factory Incorporated is a leader in experiential dining. We are culinary forward and relentlessly focused on hospitality. Delicious, memorable experiences created by passionate people – this defines who we are and where we are going. We currently own and operate 301 restaurants throughout the United States and Canada under brands including The Cheesecake Factory®, North Italia® and a collection within our Fox Restaurant Concepts business. Internationally, 28 The Cheesecake Factory® restaurants operate under licensing agreements. Our bakery division operates two facilities that produce quality cheesecakes and other baked products for our restaurants, international licensees and third-party bakery customers. In 2021, we were named to the FORTUNE Magazine “100 Best Companies to Work For®” list for the eighth consecutive year. To learn more, visit www.thecheesecakefactory.com, www.northitalia.com and www.foxrc.com.

 

26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

 

 

 

From FORTUNE. ©2021 Fortune Media IP Limited. FORTUNE 100 Best Companies to Work For is a trademark of Fortune Media IP Limited and is used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Licensee.

 

Safe Harbor Statement

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without limitation, statements regarding average weekly sales on an annualized basis and the Company being on track to meet its fiscal 2021 development objective. Such forward-looking statements include all other statements that are not historical facts, as well as statements that are preceded by, followed by or that include words or phrases such as “believe,” “plan,” “will likely result,” “expect,” “intend,” “will continue,” “is anticipated,” “estimate,” “project,” “may,” “could,” “would,” “should” and similar expressions. These statements are based on current expectations and involve risks and uncertainties which may cause results to differ materially from those set forth in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. These forward-looking statements may be affected by various factors including: the rapidly evolving nature of the COVID-19 outbreak and related containment measures, including the potential for a complete shutdown of the Company’s restaurants, international licensee restaurants and the Company’s bakery operations; demonstrations, political unrest, potential damage to or closure of the Company’s restaurants and potential reputational damage to the Company or any of its brands; economic, public health and political conditions that impact consumer confidence and spending, including the impact of COVID-19 and other health epidemics or pandemics on the global economy; acceptance and success of The Cheesecake Factory in international markets; acceptance and success of North Italia and the Fox Restaurant Concepts restaurants; the risks of doing business abroad through Company-owned restaurants and/or licensees; foreign exchange rates, tariffs and cross border taxation; changes in unemployment rates; changes in laws impacting the Company’s business, including laws and regulations related to COVID-19 impacting restaurant operations and customer access to off- and on-premise dining; increases in minimum wages and benefit costs; the economic health of the Company’s landlords and other tenants in retail centers in which its restaurants are located, and the Company’s ability to successfully manage its lease arrangements with landlords; unanticipated costs that may arise due to a return to normal course of business including potential negative impacts from furlough actions; the economic health of suppliers, licensees, vendors and other third parties providing goods or services to the Company; compliance with debt covenants; strategic capital allocation decisions including any share repurchases or dividends; the ability to achieve projected financial results; economic and political conditions that impact consumer confidence and spending; the resolution of uncertain tax positions with the Internal Revenue Service and the impact of tax reform legislation; adverse weather conditions in regions in which the Company’s restaurants are located; factors that are under the control of government agencies, landlords and other third parties; the risks, costs and uncertainties associated with opening new restaurants; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Forward-looking statements speak only as of the dates on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by law. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC, which are available at www.sec.gov.

 

 26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

 

 

 

The Cheesecake Factory Incorporated

Condensed Consolidated Financial Statements

(unaudited; in thousands, except per share and statistical data)

 

    13 Weeks Ended   13 Weeks Ended   26 Weeks Ended   26 Weeks Ended 
Consolidated Statements of Income   June 29, 2021    June 30, 2020    June 29, 2021    June 30, 2020 
    Amount    Percent of
Revenues
    Amount    Percent of
Revenues
    Amount    Percent of
Revenues
    Amount    Percent of
Revenues
 
Revenues  $768,956    100.0%  $295,851    100.0%  $1,396,373    100.0%  $910,957    100.0%
Costs and expenses:                                        
  Cost of sales   168,944    22.0%   72,139    24.4%   304,819    21.8%   213,044    23.4%
  Labor expenses   274,812    35.7%   122,812    41.5%   504,544    36.1%   359,794    39.5%
  Other operating costs and expenses   199,495    25.9%   121,675    41.1%   381,028    27.3%   289,645    31.8%
  General and administrative expenses   48,228    6.3%   35,712    12.1%   92,655    6.6%   79,672    8.7%
  Depreciation and amortization expenses   22,223    2.9%   22,590    7.6%   44,229    3.2%   46,152    5.1%
  Impairment of assets and lease termination expenses   -    0.0%   2,433    0.8%   594    0.0%   194,329    21.3%
  Acquisition-related costs   -    0.0%   1,068    0.4%   -    0.0%   2,304    0.3%
  Acquisition-related contingent consideration, compensation and amortization expenses/(benefit)   11,357    1.5%   (965)   (0.3)%   11,907    0.9%   (5,431)   (0.6)%
  Preopening costs   2,779    0.4%   2,097    0.7%   6,635    0.5%   5,216    0.6%
    Total costs and expenses   727,838    94.7%   379,561    128.3%   1,346,411    96.4%   1,184,725    130.1%
Income/(loss) from operations   41,118    5.3%   (83,710)   (28.3)%   49,962    3.6%   (273,768)   (30.1)%
Interest and other expense, net   (4,706)   (0.6)%   (2,566)   (0.9)%   (7,400)   (0.5)%   (4,084)   (0.4)%
Income/(loss) before income taxes   36,412    4.7%   (86,276)   (29.2)%   42,562    3.1%   (277,852)   (30.5)%
Income tax provision/(benefit)   2,697    0.3%   (29,737)   (10.1)%   4,979    0.4%   (85,150)   (9.3)%
Net income/(loss)   33,715    4.4%   (56,539)   (19.1)%   37,583    2.7%   (192,702)   (21.2)%
Dividends on Series A preferred stock (1)   (13,591)   (1.8)%   (3,694)   (1.2)%   (18,661)   (1.4)%   (3,694)   (0.4)%
Direct and incremental Series A preferred stock issuance cost   -    0.0%   (10,257)   (3.5)%   -    0.0%   (10,257)   (1.1)%
Undistributed earnings allocated to Series A preferred stock   (3,051)   (0.4)%   -    0.0%   (3,123)   (0.2)%   -    0.0%
Net income/(loss) available to common stockholders  $17,073    2.2%  $(70,490)   (23.8)%  $15,799    1.1%  $(206,653)   (22.7)%
                                         
Basic net income/(loss) per common share  $0.38        $(1.61)       $0.35        $(4.72)     
Basic weighted average shares outstanding   45,471         43,874         44,830         43,824      
                                         
Diluted net income/(loss) per common share (2)  $0.37        $(1.61)       $0.35        $(4.72)     
Diluted weighted average shares outstanding   46,777         43,874         45,975         43,824      

 

 

(1) During the second quarter of fiscal 2021, the Company completed the repurchase of 150,000 shares of its previously outstanding convertible preferred stock and the conversion of the remaining 50,000 shares of convertible preferred stock into approximately 2.4 million shares of the Company’s common stock, which simplified the Company’s capital structure and eliminated future convertible preferred dividends. For GAAP accounting purposes, $13.6 million of the total consideration paid was deemed to be a dividend during the second quarter of fiscal 2021.

 

(2) Diluted net income per common share reflects an adjustment for reallocation of undistributed earnings to preferred stock of $72,552 and $65,204, respectively, for the thirteen and twenty-six weeks ended June 29, 2021.


  

26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

 

 

  

   13 Weeks Ended  13 Weeks Ended  26 Weeks Ended  26 Weeks Ended 
Selected Segment Information  June 29, 2021  June 30, 2020  June 29, 2021  June 30, 2020 
Revenues:                 
The Cheesecake Factory restaurants  $606,691  $241,068  $1,106,080  $729,539 
North Italia   43,566   13,759   76,390   44,271 
Other FRC   47,458   12,208   83,652   47,791 
Other   71,241   28,816   130,251   89,356 
Total  $768,956  $295,851  $1,396,373  $910,957 
                  
Income/(loss) from operations:                 
The Cheesecake Factory restaurants  $83,198  $(26,951) $127,679  $12,373 
North Italia   3,026   (4,405)  3,358   (76,491)
Other FRC   7,282   (5,212)  11,162   (75,176)
Other   (52,388)  (47,142)  (92,237)  (134,474)
Total  $41,118  $(83,710) $49,962  $(273,768)
                  
Preopening costs:                 
The Cheesecake Factory restaurants  $584  $767  $2,648  $2,181 
North Italia   1,061   311   2,279   1,264 
Other FRC   637   380   1,099   221 
Other   497   639   609   1,550 
Total  $2,779  $2,097  $6,635  $5,216 
                  
Impairment of assets and lease termination expenses:                 
The Cheesecake Factory restaurants  $-  $2,325  $-  $2,941 
North Italia   -   -   -   71,524 
Other FRC   -   -   -   72,939 
Other   -   108   594   46,925 
Total  $-  $2,433  $594  $194,329 
                  
Depreciation and amortization expenses:                 
The Cheesecake Factory restaurants  $16,487  $16,867  $32,807  $34,144 
North Italia   981   901   1,825   1,866 
Other FRC   1,038   814   2,215   2,015 
Other   3,717   4,008   7,382   8,127 
Total  $22,223  $22,590  $44,229  $46,152 

 

 

26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

 

 

 

   13 Weeks Ended  13 Weeks Ended  26 Weeks Ended  26 Weeks Ended 
The Cheesecake Factory restaurants operating information:  June 29, 2021  June 30, 2020  June 29, 2021  June 30, 2020 
Comparable restaurant sales vs. prior year   150.0%  (56.9)%  52.0%  (35.0)%
Comparable restaurant sales vs. 2019   7.8%      (1.2)%    
Restaurants opened during period   -   -   1   - 
Restaurants open at period-end   207   206   207   206 
Restaurant operating weeks   2,691   2,640   5,369   5,314 

 

North Italia operating information:                 
Comparable restaurant sales vs. prior year   182%  (59)%  63%  (17)%
Comparable restaurant sales vs. 2019   10%      3%    
Restaurants opened during period   2   -   3   1 
Restaurants open at period-end   26   23   26   23 
Restaurant operating weeks   328   261   631   551 

 

Other Fox Restaurant Concepts (FRC) operating
information:(1)
                 
Restaurants opened during period   -   -   1   - 
Restaurants open at period-end   28   25   28   25 
Restaurant operating weeks   354   221   696   534 

 

Other operating information:(2)                 
Restaurants opened during period   1   -   1   1 
Restaurants open at period-end   39   40   39   40 
Restaurant operating weeks   490   313   967   805 

 

Number of company-owned restaurants:                 
The Cheesecake Factory   207             
North Italia   26             
Other FRC   28             
Other   39             
Total   300             

 

Number of international-licensed restaurants:                 
The Cheesecake Factory   28             

 

(1) The Other FRC segment includes all FRC brands except Flower Child.

 

(2) The Other segment includes the Flower Child, Grand Lux Cafe, RockSugar Southeast Asian Kitchen and Social Monk Asian Kitchen concepts, as well as the Company's third-party bakery, international and consumer packaged goods businesses, unallocated corporate expenses and gift card costs.  

 

Selected Consolidated Balance Sheet Information  June 29, 2021   December 29, 2020 
Cash and cash equivalents  $161,768   $154,085 
Long-term debt, net of issuance costs (1)   465,010    280,000 

 

(1) Incudes $335 million net balance of 0.375% convertible senior notes due 2026 (principal amount of $345 million less $10 million in unamortized issuance cost) and $130 million drawn on the Company's revolving credit facility. The unamortized issuance costs were recorded as a contra-liability and netted with long-term debt on the Condensed Consolidated Balance Sheets and were being amortized as interest expense.

 

 

26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

 

 

 

Reconciliation of Non-GAAP Results to GAAP Results

 

In addition to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in this press release, the Company is providing non-GAAP measurements which present net income and net income per share excluding the impact of certain items. The non-GAAP measurements are intended to supplement the presentation of the Company’s financial results in accordance with GAAP. These non-GAAP measures are calculated by eliminating from net income and diluted net income per share the impact of items the Company does not consider indicative of its ongoing operations. To reflect the then potential impact of the conversion of the Company’s convertible preferred stock into common stock for the period that it was outstanding prior to the repurchase and conversion on June 15, 2021, the Company excludes the preferred dividend and assumes all convertible preferred shares convert to common stock. The Company uses these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons.

 

The Cheesecake Factory Incorporated
Reconciliation of Non-GAAP Financial Measures
(unaudited; in thousands, except per share data)
              
   13 Weeks Ended  13 Weeks Ended  26 Weeks Ended
  26 Weeks Ended
 
   June 29, 2021  June 30, 2020  June 29, 2021  June 30, 2020 
Net loss available to common stockholders (GAAP)  $17,073  $(70,490) $15,798  $(206,653)
  Dividends on Series A preferred stock   13,591   3,694   18,661   3,694 
  Net income attributable to Series A preferred stock to apply
if-converted method
   3,051   -   3,123   - 
  Direct and incremental Series A preferred stock issuance costs   -   10,257   -   10,257 
  COVID-19 related costs(1)   -   11,730   4,917   15,020 
  Impairment of assets and lease termination expenses(2)   -   2,433   594   194,329 
  Acquisition-related costs(3)   -   1,068   -   2,304 
  Acquisition-related contingent consideration,
  compensation and amortization expenses/(benefit)(4)
   11,357   (965)  11,907   (5,431)
  Termination of Interest rate swap   2,354   -   2,354   - 
  Uncertain tax position related to tenant improvement allowances(5)   -   -   2,471   - 
  Tax effect of adjustments(6)   (3,565)  (3,710)  (5,140)  (53,618)
Adjusted net income/(loss) (non-GAAP)  $43,861  $(45,983) $54,685  $(40,098)
                  
Diluted net loss per common share (GAAP)  $0.37  $(1.61) $0.35  $(4.72)
  Dividends on Series A preferred stock   0.25   0.07   0.34   0.08 
  Net income attributable to Series A preferred stock to apply
if-converted method
   0.06   -   0.06   - 
  Direct and incremental Series A preferred stock issuance costs   -   0.20   -   0.22 
  Assumed impact of potential conversion of Series A preferred stock into common stock(7)   (0.06)  0.22   (0.06)  0.35 
  COVID-19 related costs   -   0.23   0.09   0.32 
  Impairment of assets and lease termination expenses   -   0.05   0.01   4.11 
  Acquisition-related costs   -   0.02   -   0.05 
  Acquisition-related contingent consideration,
  compensation and amortization expenses/(benefit)
   0.21   (0.02)  0.22   (0.11)
  Termination of Interest rate swap   0.04   -   0.04   - 
  Uncertain tax position related to tenant improvement allowances   -   -   0.05   - 
  Tax effect of adjustments   (0.07)  (0.07)  (0.09)  (1.13)
Adjusted net income/(loss) per share (non-GAAP)(8)  $0.80  $(0.90) $1.00  $(0.85)

 

26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

 

 

 

(1) Represents incremental costs associated with COVID-19 such as sick and vaccination pay, healthcare and meal benefits for furloughed staff members, additional sanitation and personal protective equipment.

 

(2) A detailed breakdown of impairment of assets and lease termination expenses recorded in the thirteen and twenty-six weeks ended June 29, 2021 and June 30, 2020 can be found in the Selected Segment Information table.

 

(3) Represents costs incurred to effect and integrate the North and FRC acquisition.

 

(4) Represents changes in the fair value of the deferred consideration and contingent consideration and compensation liabilities related to the North and FRC acquisition, as well as amortization of acquired definite-lived licensing agreements. The increase during the thirteen weeks ended June 29, 2021 primarily reflects the impact of the amendment to the Fox Restaurant Concepts acquisition agreement that, among other things, included the extension of the earn-out period through 2026.

 

(5) Reserve for uncertain tax position related to tenant improvement allowances. Uncertain tax positions taken in a tax return are recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by tax authorities based on its technical merits, taking into account available administrative remedies and litigation.

 

(6) Based on the federal statutory rate and an estimated blended state tax rate, the tax effect on all adjustments assumes a 26% tax rate for the fiscal 2021 and 2020 periods.

 

(7) Represents the impact of assuming the conversion of Series A  preferred stock into common stock (8,126,001 and 8,862,280 shares for the thirteen and twenty-six weeks ended June 29, 2021, respectively), resulting in an assumption of 54,902,770 and 54,837,353 weighted-average common shares outstanding for the thirteen and twenty-six weeks ended June 29, 2021, respectively.  The impact of assuming the conversion of Series A  preferred stock into common stock (7,019,521 and 3,509,761 shares for the thirteen and twenty-six weeks ended June 30, 2020, respectively), resulting in an assumption of 50,893,967 and 47,333,583 weighted-average common shares outstanding for the thirteen and twenty-six weeks ended June 30, 2020, respectively.

 

(8) Adjusted net income per share may not add due to rounding.

 

26901 Malibu Hills Road, Calabasas Hills, CA 91301 • Telephone (818) 871-3000 • Fax (818) 871-3100

 

 

 

Exhibit 99.2 

 

 

 

PRESS RELEASE

 

FOR IMMEDIATE RELEASE Contact: Stacy Feit
  (818) 871-3000
  [email protected]

 

THE CHEESECAKE FACTORY APPOINTS KHANH COLLINS

TO BOARD OF DIRECTORS

 

Calabasas Hills, Calif., July 26, 2021 – The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced the expansion of its Board of Directors from nine to 10 members and appointed Khanh “Connie” Collins, 57, as an independent member. Ms. Collins will also serve on the Corporate Governance and Nominating Committee of the Board and will stand for election at the 2022 Annual Meeting of Stockholders.

 

“Connie brings over 30 years of restaurant industry operational experience to our Board,” said David Overton, Chairman and Chief Executive Officer of The Cheesecake Factory Incorporated. “The breadth of her expertise in key areas including human capital management will further expand our Board’s perspective.”

 

Ms. Collins currently serves as Senior Vice President of Thompson Hospitality Corporation, the largest minority-owned food service and facilities management company in the United States. In this role, she oversees all aspects of Thompson Hospitality’s restaurant and hotel brands. Previously, Ms. Collins held senior leadership positions in the casual and fine dining segments of the restaurant industry including Vice President of Operations and Global Training at The ONE Group/STK, Chief Operating Office of Bravo Brio Restaurant Group, and various roles at McCormick and Schmick’s Seafood Restaurants. Ms. Collins is also an active member of the Restaurant Association of Metropolitan Washington.

 

About The Cheesecake Factory Incorporated

 

The Cheesecake Factory Incorporated is a leader in experiential dining. We are culinary forward and relentlessly focused on hospitality. Delicious, memorable experiences created by passionate people – this defines who we are and where we are going. We currently own and operate 301 restaurants throughout the United States and Canada under brands including The Cheesecake Factory®, North Italia® and a collection within our Fox Restaurant Concepts business. Internationally, 28 The Cheesecake Factory® restaurants operate under licensing agreements. Our bakery division operates two facilities that produce quality cheesecakes and other baked products for our restaurants, international licensees and third-party bakery customers. In 2021, we were named to the FORTUNE Magazine “100 Best Companies to Work For®” list for the eighth consecutive year. To learn more, visit www.thecheesecakefactory.com, www.northitalia.com and www.foxrc.com.

 

From FORTUNE. ©2021 Fortune Media IP Limited. FORTUNE 100 Best Companies to Work For is a trademark of Fortune Media IP Limited and is used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Licensee.

 

The Cheese Factory Incorporated

26901 Malibu Hills Road, Calabasas Hills, CA 91301 Telephone (818) 871-3000 Fax (818) 871-3100

 

 

 

Exhibit 99.3

 

Investor Presentation July 27, 2021

 

 

This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . This includes, without limitation, financial guidance and projections and statements with respect to expectations of the Company’s future financial condition, results of operations, cash flows, plans, targets, goals, objectives, performance, growth potential, engines and opportunities, expected growth rates, industry - leading comparable sales growth, competitive position and business ; annualized average unit volume ; the Company’s strong foothold in the off - premise channel supporting the business in the COVID - 19 environment ; recovery from the COVID - 19 pandemic ; the Company’s ability to leverage its brand power, sales, scale and operational expertise to drive margin performance and unit growth ; statements from the Company’s corporate social responsibility report ; the opportunity for additional domestic and foreign locations and licensees and territories ; target returns for new restaurant openings ; performance of international licensed locations ; the acquisitions of North Italia and Fox Restaurant Concepts (“FRC”) and FRC as an incubation engine ; anticipated unit growth roadmap ; and resumption of strong unit growth . Such forward - looking statements include all other statements that are not historical facts, as well as statements that are preceded by, followed by or that include words or phrases such as “believe,” “plan,” “will likely result,” “result,” “ expect,” “ intend,” “will continue,” “continue,” “is anticipated,” “anticipated,” “estimate,” “project,” “may,” “could,” “would,” “should” and similar expressions . These statements are based on the Company’s current expectations and involve risks and uncertainties which may cause results to differ materially from those set forth in such statements . These forward - looking statements also may be affected by various factors outside of the Company’s control including the rapidly evolving nature of the COVID - 19 pandemic and related containment measures, including the potential for a complete shutdown of the Company’s restaurants, international licensee restaurants and the Company’s bakery operations ; demonstrations, political unrest, potential damage to or closure of the Company’s restaurants and potential reputational damage to the Company or any of its brands ; economic, public health and political conditions that impact consumer confidence and spending, including the impact of the COVID - 9 pandemic and other health epidemics or pandemics on the global economy ; acceptance and success of The Cheesecake Factory in international markets ; acceptance and success of North Italia, the FRC concepts and other concepts ; the risks of doing business abroad through Company owned restaurants and/or licensees ; foreign exchange rates, tariffs and cross border taxation ; changes in unemployment rates ; changes in laws impacting the Company’s business, including laws and regulations related to COVID - 19 impacting restaurant operations and customer access to off - and on - premise dining ; increases in minimum wages and benefit costs ; the economic health of the Company’s landlords and other tenants in retail centers in which its restaurants are located, and the Company’s ability to successfully manage its lease arrangements with landlords ; unanticipated costs that may arise in connection with a return to normal course of business including potential negative impacts from furlough actions ; the economic health of suppliers, licensees, vendors and other third parties providing goods or services to the Company ; compliance with debt covenants ; strategic capital allocation decisions including any share repurchases or dividends ; the ability to achieve projected financial results ; economic and political conditions that impact consumer confidence and spending ; the resolution of uncertain tax positions with the Internal Revenue Service and the impact of tax reform legislation ; adverse weather conditions in regions in which the Company’s restaurants are located ; factors that are under the control of government agencies, landlords and other third parties ; the risk, costs and uncertainties associated with opening new restaurants ; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”) . Forward - looking statements speak only as of the dates on which they are made and the Company undertakes no obligation to publicly update or revise any forward - looking statements or to make any other forward - looking statements, whether as a result of new information, future events or otherwise, unless required to do so by law . Investors are referred to the full discussion of risks and uncertainties associated with forward - looking statements and the discussion of risk factors contained in the Company’s latest Annual Report on Form 10 - K, Quarterly Reports on Form 10 - Q and Current Reports on Form 8 - K as filed with the SEC, which are available at www . sec . gov . Safe Harbor Statement 2

 

 

An Experiential Dining Category Leader 3 Culinary forward. First class hospitality. Concepts like no other.

 

 

• Experiential dining category leader with diversified growth engines • Leveraging the Company’s differentiation and strong foothold in the off - premise channel to support the business in the COVID - 19 environment • Best - in - class operational execution and industry - leading retention • Significant and accelerating growth opportunities driving one of the highest expected growth rates in the casual dining industry Investment Highlights 4

 

 

The Cheesecake Factory - Global Footprint 5 High quality, high profile locations worldwide Company - Owned: 207 Toronto International – Licensed: 28 Mexico City (4) Guadalajara Saudi Arabia (4) UAE (6) Kuwait (3) Qatar (3) Bahrain (1) Shanghai (2) Hong Kong Beijing Monterrey Macau Opportunity for 300 Domestic Locations Over Time & Continued International Expansion

 

 

Driving Strong Pandemic Recovery with Industry - Leading Comparable Sales Growth 6 Leveraging Sales to Drive Margin Performance ~ 16% 16.5% 2019 2Q21 Restaurant - Level Margin* 3QTD through July 26 th Comp Sales vs 2019 +10% 3QTD AWS ~$230,000 Equates to nearly $12M AUV 2Q21 Comp Sales vs 2019 +7.8% 2Q21 Average Weekly Sales (AWS) ~$225,500 Equates to $11.7M Annualized Average Unit Volume (AUV) *Restaurant - level margin calculated as The Cheesecake Factory restaurants segment income from operations + segment preopening co sts + segment impairment of assets and lease termination expenses + segment depreciation and amortization expenses / The Cheesecake Factory restaurants segment revenue To be confirmed or updated

 

 

~$4 $1.7 $1.6 $3.6 $3.2 2019 Early COVID 2Q21 3QTD21 ~$1.7 Sustained Off - Premise Sales Strength 4 (AUV $ millions) 1.4% 1.8% 2.1% 1.3% 1.5% 1.5% 1.8% 2.5% 2.2% 2.4% 0.8% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.6% 0.5% 0.5% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Annual Restaurant Unit Growth US Population Growth We Believe Stable, Agile Brands Will Be Best Equipped to Weather Volatility and Thrive Post - COVID 7 Potential Industry Rationalization - Market Share Opportunity “ ” “ Large chains and well - funded restaurant groups have the resources to ride out a protracted shutdown , but the independent restaurants that make up about two - thirds of the American dining landscape – noodle shops, diners and that charming urban restaurant that always had a line out the door – may not survive . ” - New York Times, March 20, 2020 Casual Dining 1 Sources: 1 Morgan Stanley Report April 6, 2020; 2 Bureau of Labor Statistics; 3 U.S. Census; 4 Annualized average unit volumes based on average weekly sales in each period. Increased Consumer Emphasis On Off - Premise “ Off - premise will likely continue its rise in importance, even after the pandemic” - Technomic, April 24, 2020 ” “ Independents 86% Chains 14% Off - Premise Only 2 As of May 2021, the NRA estimated that 15% (~900,000) of restaurants have closed. 3 2019 Early - COVID 2Q19 2Q21 3QTD19 3QTD21

 

 

Filling White Space for an On - Trend, Contemporary Italian Offering 8 • Potential for 200 domestic locations over time - 27 locations in 12 states & Washington D.C. currently • All dishes handmade from scratch daily • Serving lunch, dinner, weekend brunch & weekday happy hour • Average check: $25 - $30 • 30%+ alcohol mix FY19 Comp Sales: 6% Note: Operating metrics pre - COVID - 19

 

 

Driving Strong Pandemic Recovery with Industry - Leading Comparable Sales Growth 9 Leveraging Sales - as well as CAKE Scale and Operational Expertise – to Drive Margin Performance *2Q21 reported results reflect impact of 3 new unit openings year - to - date and other locations that have not yet reached steady - state operational levels. **Mature locations defined as locations opened 3 years or more at the beginning of 2021, excluding 1 underperforming restaurant in a tourist location significantly impacted by capacity restrictions. • Reservation management to drive sales & throughout • Leveraging buying power and sales/inventory management systems to reduce food costs • Robust labor management systems and analysis to drive productivity • Leveraging benefits infrastructure and equity plan to attract and retain top talent 11.6% 16.7% 2Q21* 2Q21 Mature Locations** Restaurant - Level Margin +10% 2Q21 Comp Sales vs 2019 ~$133,000 Equates to $6.9M AUV 2Q21 AWS +10% 3QTD through July 26 th Comp Sales vs 2019 *Restaurant - level margin calculated as North Italia segment income from operations + segment preopening costs + segment impairme nt of assets and lease termination expenses + segment depreciation and amortization expenses / North Italia segment revenue To be confirmed or updated

 

 

Fox Restaurant Concepts (FRC) Expected to Serve as an Incubation Engine Innovating Concepts of the Future 10 Potential Growth Boutique Brands 55 Total FRC Locations Across the U.S.

 

 

Diversified Growth Engines Expected to Drive 7% Unit Growth Annually Beginning in FY22 Target Size (sq. ft.) 7,000 – 10,000 5,000 - 6,500 3,500 – 15,000 Average Unit Volume $10.7M ~$7M Avg. $5M+ Sales/sq. ft. ~$1,000 ~$1,200 ~$1,000 Target Long - Term Unit Growth ~3% ~20%+ ~15% - 20% Top - Line Unit Growth Contribution ~3% ~2% ~2% Target Restaurant - Level Margin % ~18% ~18% - 20% ~16% - 18% Cash Capex Investment $8M+ $3 - $3.5M $500/sq. ft. Target Cash - on - Cash Return 20% - 25% 35%+ 25% - 30% Sales/Investment Ratio Varies 2:1 2:1 11 Diversified multi - concept across segment, price point, occasion, real estate and labor Leveraging brand power, operational excellence, scale, supply chain and real estate development expertise Anticipated Unit Growth Roadmap ¹Illustrative example of target returns for new restaurant openings | ²Average unit volume and steady - state restaurant - level mar gin typically reached after 3 years of operations | 3 Average unit volume as of FY19 ¹ ² ² 3

 

 

We Have Resumed Strong Unit Growth With Impressive Early Results 12 2020 New Restaurants Opened North Italia McLean, VA Flower Child Houston, TX Flower Child Cherry Creek, CO Flower Child Oklahoma City, OK Blanco Phoenix, AZ Culinary Dropout Scottsdale, AZ 2021 New Restaurants Opened The Cheesecake Factory Washington D.C. Blanco Nashville, TN North Italia Birmingham, AL 7 additional units planned for 2021 North Italia Franklin, TN North Italia Miami, FL North Italia San Antonio, TX Flower Child Atlanta, GA

 

 

 

 

Breadth of Menu & Innovation – 250 Items Made Fresh, From Scratch Ambiance, Service and Hospitality The Cheesecake Factory - A Highly Differentiated Concept Best - in - Class Operational Execution Integrated Bakery 14

 

 

Integrated Bakery – The “Cheesecake” Magic • Produces over 70 cheesecakes and other baked desserts • Enables creativity, quality control and supply chain efficiencies FY19 16% 15 FY20 21% Differentiated positioning has been a key sales driver during COVID - 19 Industry - Leading Dessert Sales

 

 

Best - in - Class Operational Execution and Industry - Leading Retention Average Tenure by Position 32 years 23 years 20 years 19 years 14 years 13 years Senior VP of Operations Regional Vice Presidents Area Directors of Operations Area Kitchen Operations Managers General Managers Executive Kitchen Managers “What we found is that food and beverage innovation is table stakes ; you need to do it, but it’s not sustainable,” The ironclad correlation with success? “It was GM retention . ” – Wally Doolin, Black Box Intelligence* From FORTUNE. ©2021 Fortune Media IP Limited. FORTUNE 100 Best Companies to Work For is a trademark of Fortune Media IP Limit ed and is used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Licensee. *Restaurant Business, May 2018 16 Also recognized as a best workplace for diversity , millennials , and women 8 th consecutive year

 

 

Performance During COVID - 19 Has Reinforced That The Cheesecake Factory is a Destination • FY20 average sales per square foot adjusted for interior capacity restrictions related to the COVID - 19 pandemic was $1,127, a 14% increase over FY19. Reflecting the impact of COVID - 19 dining restrictions, FY20 average sales per productive square foot declined 27% to $716 from FY19. • During COVID - 19, The Cheesecake Factory restaurants have driven the highest absolute off - premise sales dollars and maintained the highest level of off - premise sales volumes when dining rooms reopened relative to its publicly - traded casual dining industry peers. • California locations operating with off - premise and patios only during Summer 2020 generated nearly 90% of sales volumes of all locations with reopened indoor dining rooms when malls predominantly remained closed in California. 17

 

 

Cult Status & Strong Consumer Engagement 990K followers 5M+ fans 355K followers Millions of Viewers 18 Note: Statistics as of July 21, 2021

 

 

Broad Consumer Demographic and Appeal With a Moderate Average Check Highest Unit Volumes ($ in millions) Source: Latest pre - COVID - 19 SEC 10 - K filings and company presentations 19 Casual Dining $10.7 $8.3 $8.1 $5.5 $5.2 $5.0 $3.7 $3.6 $3.0 $2.9 Maggianos Yard House BJ's Texas Roadhouse Olive Garden Outback LongHorn Bonefish Carrabbas $32 $29 $27 $24 $23 $22 $22 $19 $18 $17 Yard House Maggianos Bonefish Outback Carrabbas LongHorn Olive Garden Texas Roadhouse BJ's #1 Quality #2 Service #3 Ambiance

 

 

9% 12% 14% 16% 43% 43% 31% 27% Off - Premise Sales (% of Total Revenue) Leveraging This Differentiation in the Off - Premise Channel New Takeout Packaging 20 *Annualized unit volume equivalent based on total system average weekly sales ~$3.2 million per restaurant* Reflecting COVID - 19 dining restrictions

 

 

Further Leaning in to Convenience 21

 

 

The Cheesecake Factory – Expanding International Licensed Presence • Anticipated continued expansion within current geographies • Potential for additional geographies with current licensees • Opportunity to add licensees and territories +1 ¢ Per Restaurant in EPS, on Average $0 Capital Expenditure Shanghai 22

 

 

Capitalizing on the Power of the Brand The Cheesecake Factory At Home ® 23

 

 

CSR – Contributing to the Well - Being of Our Staff, Local Communities and the Environment We All Share 24 Source: The Cheesecake Factory Incorporated 2019 Corporate Social Responsibility Report *Free from recombinant bovine somatotropin ( rbST ) or a recombinant bovine growth hormone ( rbGH ), often used for lactating dairy cows to increase the production of milk.

 

 

Track Record of Consistent Financial Performance 25

 

 

(4.2)% (6.8)% (0.6)% 4.0% 4.2% 3.3% 2.6% 4.1% 3.8% 0.4% 0.9% 2.5% (27.4)% (4.3)% (8.7)% (6.1)% 1.0% 2.0% (0.9)% (1.6)% 0.8% (0.4)% (2.2)% 0.5% 1.4% (24.0)% History of Outperforming the Industry 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020* Knapp - Track Index Comparable Sales - Historical 2 - year Stack 26 Industry Outperformance During Economic Downturn Geographical discrepancies in dining restrictions & reopening timelines *2020 results reflect the impact of the COVID - 19 pandemic.

 

 

27 $0.84 $1.07 $1.42 $1.64 $1.88 $2.10 $1.97 $2.37 $2.83 $2.60 $2.51 $2.61 ($1.49) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Capital Allocation Detail $85 $163 $128 $120 $112 $107 $135 $94 $158 $100 $163 $119 ($47) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 ¹Free cash flow defined as cash flow from operations (includes adjustment for excess tax benefit related to stock options exe rci sed in 2008 - 2016 to conform to current year presentation) less capital expenditures and investment in unconsolidated affiliates prior to the acquisition of Nor th Italia and Fox Restaurant Concepts ²2019 Capex/Investment does not include the acquisition of North Italia and Fox Restaurant Concepts Note: 2020 results reflect the impact of the COVID - 19 pandemic and the issuance of 200,000 shares of Series A Convertible Prefer red Stock. Please see Appendix for GAAP to Non - GAAP reconciliations and for an explanation regarding an accounting reclassification for prior years $85 $37 $42 $77 $86 $106 $114 $154 $158 $139 $128 $99 $50 $173 $52 $172 $101 $184 $141 $109 $146 $123 $109 $51 $4 $13 $27 $30 $36 $42 $50 $56 $61 $16 64,009 44,545 50,259 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Common Stock Dividend Share Repurchases Capex / Investment ² Weighted Average Shares Outstanding Durable Business Over Time Free Cash Flow¹ Adjusted Earnings/(Loss) Per Share ($ in millions) ($ in millions)

 

 

Appendix

 

 

Non - GAAP Reconciliations In addition to the results provided in accordance with the Generally Accepted Accounting Principles (“GAAP”) in this presentation, the Company is providing non - GAAP measurements which present diluted net income/(loss) per share excluding the impact of certain items and free cash flow . The non - GAAP measurements are intended to supplement the presentation of the Company’s financial results in accordance with GAAP. The Company believes that the presentation of these items provides additional information to facilitate the comparison of past and present financial results. 29

 

 

Non - GAAP Reconciliation (1) The tax effect assumes a tax rate based on the federal statutory rate and an estimated blended state tax rate. (2) Fiscal 2017 includes a $38.5 million benefit to the income tax provision related to tax reform enacted in December 2017. (3) Adjusted diluted net income per share may not add due to rounding. 30 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Net Income/(Loss) (GAAP) 52,293$ 42,833$ 81,713$ 95,720$ 98,423$ 114,356$ 101,276$ 116,523$ 139,494$ 157,392$ 99,035$ 127,293$ (277,107)$ - Impairment of assets and lease terminations 2,952 26,541 - 1,547 9,536 (561) 696 6,011 114 10,343 17,861 18,247 219,333 - Partial IRS settlement - - - (1,794) - - - - - - - - - - Unwinding of interest rate collars - 7,421 7,376 - - - - - - - - - - - Chairman and CEO employment agreement - 2,550 - - - - - - - - - - - Proceeds from variable life insurance contract - (668) - - (419) - - - - - - - - - Loss on investment in unconsolidated affiliates - - - - - - - - - 479 4,754 13,439 - - Gain on investment in unconsolidated affiliates - - - - - - - - - - - (52,672) - - Acquisition-related costs - - - - - - - - - - - 5,270 2,699 - Acquisition-related contingent consideration and amortization expense - - - - - - - - - - - 1,033 (3,872) -Preferred Dividends to Apply If-Converted Method - - - - - - - - - - - - 13,485 -Direct and Incremental Costs Associated With Preferred Stock - - - - - - - - - - - - 10,257 -Assumed Impact of Potential Conversion of Preferred Stock into Common Stock - - - - - - - - - - - - - -COVID-19 related costs - - - - - - - - - - - - 22,963 - Tax effect of adjustments (1) (1,181) (14,605) (2,951) (331) (3,814) 224 (278) (2,404) (46) (4,329) (5,880) 3,818 (62,692) - One-time tax items (2) - - - - - - - - - (38,525) - - - Adjusted net income/(loss) (non-GAAP) 54,064$ 64,072$ 86,138$ 95,142$ 103,726$ 114,019$ 101,694$ 120,130$ 139,562$ 125,360$ 115,770$ 116,428$ (74,934)$ Diluted net income/(loss) per share (GAAP) 0.82$ 0.71$ 1.35$ 1.64$ 1.78$ 2.10$ 1.96$ 2.30$ 2.83$ 3.27$ 2.14$ 2.86$ (6.32)$ - Impairment of assets and lease terminations 0.05 0.44 - 0.03 0.17 (0.01) 0.01 0.12 0.00 0.21 0.39 0.41 4.36 - Partial IRS settlement - - - (0.03) - - - - - - - - - - Unwinding of interest rate collars - 0.12 0.12 - - - - - - - - - - - Chairman and CEO employment agreement - 0.04 - - - - - - - - - - - - Proceeds from variable life insurance contract - (0.01) - - (0.01) - - - - - - - - - Loss on investment in unconsolidated affiliates - - - - - - - - - 0.01 0.10 0.30 - - Gain on investment in unconsolidated affiliates - - - - - - - - - - - (1.18) - - Acquisition-related costs - - - - - - - - - - - 0.12 0.05 - Acquisition-related contingent consideration and amortization expense - - - - - - - - - - - 0.02 (0.08) -Preferred Dividends to Apply If-Converted Method - - - - - - - - - - - - 0.27 -Direct and Incremental Costs Associated With Preferred Stock - - - - - - - - - - - - 0.20 -Assumed Impact of Potential Conversion of Preferred Stock into Common Stock - - - - - - - - - - - - 0.80 -COVID-19 related costs - - - - - - - - - - - - 0.46 -Tax effect of adjustments (0.03) (0.23) (0.05) - (0.06) 0.01 - (0.05) 0.00 (0.09) (0.12) 0.09 (1.25) -One-time tax items - - - - - - - - - (0.80) - - - Adjusted diluted net income/(loss) per share (non-GAAP) (3) 0.84$ 1.07$ 1.42$ 1.64$ 1.88$ 2.10$ 1.97$ 2.37$ 2.83$ 2.60$ 2.51$ 2.61$ (1.49)$ Fiscal Year The Cheesecake Factory Incorporated Reconciliation of Non-GAAP Financial Measures ($ in thousands, except per share data)

 

 

Non - GAAP Reconciliation (1) The excess tax benefit related to stock options exercised is no longer reclassified from cash flows from operating activi tie s to cash flows from financing activities in the consolidated statements of cash flows. The consolidated statements of cash flows for fiscal 2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009 and 2008 have been adjust ed to conform to the current year presentation. 31 2008 2009 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Cash flow from operations (1) 169$ 197$ 170$ 200$ 170$ 197$ 198$ 213$ 249$ 248$ 316$ 239$ 291$ 219$ 3$ Capital expenditures / investments 85 37 85 37 42 77 86 106 114 154 158 139 128 99 50 Free cash flow 84$ 162$ 85$ 163$ 128$ 120$ 112$ 107$ 135$ 94$ 158$ 100$ 163$ 120$ (47)$ Fiscal Year The Cheesecake Factory Incorporated Reconciliation of Non-GAAP Financial Measures ($ in millions)