CHEESECAKE FACTORY INC 10-Q

Item 1. Financial Statements. ​ THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2020 2019 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 250,155 ​ $ 58,416 Accounts receivable ​ 22,932 ​ 25,619 Income taxes receivable ​ ​ 79,013 ​ ​ 4,626 Other receivables ​ 25,652 ​ 64,683 Inventories ​ 40,511 ​ 47,225 Prepaid expenses ​ 36,342 ​ 43,946 Total current assets ​ 454,605 ​ 244,515 Property and equipment, net ​ 805,889 ​ ​ 831,599 Other assets: ​ ​ ​ ​ ​ ​ Intangible assets, net ​ 254,330 ​ 437,207 Operating lease assets ​ ​ 1,268,137 ​ ​ 1,240,976 Other ​ 84,320 ​ 86,296 Total other assets ​ 1,606,787 ​ 1,764,479 Total assets ​ $ 2,867,281 ​ $ 2,840,593 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 57,532 ​ $ 61,946 Gift card liabilities ​ ​ 162,241 ​ ​ 187,978 Operating lease liabilities ​ 120,350 ​ 128,081 Other accrued expenses ​ 192,549 ​ 236,582 Total current liabilities ​ 532,672 ​ 614,587 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 23,479 ​ 33,847 Long-term debt ​ ​ 376,000 ​ ​ 290,000 Operating lease liabilities ​ ​ 1,242,035 ​ ​ 1,189,869 Other noncurrent liabilities ​ 137,087 ​ 140,548 Commitments and contingencies (Note 10) ​ ​ ​ ​ ​ ​ Series A convertible preferred stock, $ .01 par value, 203,694 shares authorized; 203,694 and 0 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively ​ ​ 204,079 ​ ​ — Stockholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ .01 par value, other than Series A convertible preferred stock, 4,796,306 shares authorized; none issued ​ — ​ — Common stock, $ .01 par value, 250,000,000 shares authorized; 98,465,059 and 97,685,178 shares issued at June 30, 2020 and December 31, 2019, respectively ​ 985 ​ 977 Additional paid-in capital ​ 866,803 ​ 855,989 Retained earnings ​ 1,184,919 ​ 1,408,333 Treasury stock, 53,003,428 and 52,916,434 shares at cost at June 30, 2020 and December 31, 2019, respectively ​ ( 1,695,974 ) ​ ( 1,693,122 ) Accumulated other comprehensive loss ​ ​ ( 4,804 ) ​ ​ ( 435 ) Total stockholders’ equity ​ 351,929 ​ 571,742 Total liabilities, convertible preferred stock and stockholders’ equity ​ $ 2,867,281 ​ $ 2,840,593 ​ See the accompanying notes to the condensed consolidated financial statements ​ 1 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Twenty-Six ​ Twenty-Six ​ ​ ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ ​ June 30, 2020 July 2, 2019 June 30, 2020 July 2, 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ $ 295,851 ​ $ 602,645 ​ $ 910,957 ​ $ 1,202,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 72,139 ​ 134,438 ​ 213,044 ​ ​ 270,625 ​ Labor expenses ​ 122,812 ​ 217,921 ​ 359,794 ​ ​ 435,231 ​ Other operating costs and expenses ​ 121,675 ​ 149,106 ​ 289,645 ​ ​ 302,327 ​ General and administrative expenses ​ 35,712 ​ 37,247 ​ 79,672 ​ ​ 76,370 ​ Depreciation and amortization expenses ​ 22,590 ​ 21,659 ​ 46,152 ​ ​ 43,021 ​ Impairment of assets and lease terminations ​ 2,433 ​ — ​ 194,329 ​ ​ — ​ Acquisition-related costs ​ ​ 1,068 ​ ​ — ​ ​ 2,304 ​ ​ — ​ Acquisition-related contingent consideration, compensation and amortization ​ ​ ( 965 ) ​ ​ — ​ ​ ( 5,431 ) ​ ​ — ​ Preopening costs ​ 2,097 ​ 2,175 ​ 5,216 ​ ​ 4,305 ​ Total costs and expenses ​ 379,561 ​ 562,546 ​ 1,184,725 ​ ​ 1,131,879 ​ (Loss)/income from operations ​ ( 83,710 ) ​ 40,099 ​ ( 273,768 ) ​ ​ 70,247 ​ Loss on investment in unconsolidated affiliates ​ ​ — ​ ​ ( 1,644 ) ​ ​ — ​ ​ ( 3,094 ) ​ Interest and other expense, net ​ ( 2,566 ) ​ ( 25 ) ​ ( 4,084 ) ​ ​ ( 23 ) ​ (Loss)/income before income taxes ​ ( 86,276 ) ​ 38,430 ​ ( 277,852 ) ​ ​ 67,130 ​ Income tax (benefit)/provision ​ ( 29,737 ) ​ 2,920 ​ ( 85,150 ) ​ ​ 4,636 ​ Net (loss)/income ​ $ ( 56,539 ) ​ $ 35,510 ​ $ ( 192,702 ) ​ $ 62,494 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income per common share (Note 11): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 1.61 ) ​ $ 0.80 ​ $ ( 4.72 ) ​ $ 1.41 ​ Diluted ​ $ ( 1.61 ) ​ $ 0.79 ​ $ ( 4.72 ) ​ $ 1.39 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 43,874 ​ 44,165 ​ 43,824 ​ ​ 44,210 ​ Diluted ​ 43,874 ​ 44,786 ​ 43,824 ​ ​ 44,871 ​ ​ See the accompanying notes to the condensed consolidated financial statements. ​ 2 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Twenty-Six ​ Twenty-Six ​ ​ ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ ​ June 30, 2020 July 2, 2019 June 30, 2020 ​ July 2, 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income ​ $ ( 56,539 ) ​ $ 35,510 ​ $ ( 192,702 ) ​ $ 62,494 ​ Other comprehensive (loss)/gain: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ ​ 404 ​ ​ 175 ​ ​ ( 532 ) ​ ​ 414 ​ Unrealized loss on derivative, net of tax ​ ​ ( 1,467 ) ​ ​ — ​ ​ ( 3,837 ) ​ ​ — ​ Other comprehensive (loss)/gain ​ ​ ( 1,063 ) ​ ​ 175 ​ ​ ( 4,369 ) ​ ​ 414 ​ Total comprehensive (loss)/income ​ $ ( 57,602 ) ​ $ 35,685 ​ $ ( 197,071 ) ​ $ 62,908 ​ ​ See the accompanying notes to the condensed consolidated financial statements ​ 3 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND CONVERTIBLE PREFERRED STOCK (In thousands) (Unaudited) ​ For the twenty-six weeks ended June 30, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Convertible ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Preferred Stock ​ ​ Common Stock ​ Paid-in ​ Retained ​ Treasury ​ Comprehensive ​ ​ ​ ​ ​ Shares Amount Shares ​ Amount ​ Capital ​ Earnings ​ Stock ​ Loss ​ Total Balance, December 31, 2019 — ​ ​ — ​ ​ 97,685 ​ $ 977 ​ $ 855,989 ​ $ 1,408,333 ​ $ ( 1,693,122 ) ​ $ ( 435 ) ​ $ 571,742 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 136,163 ) ​ ​ — ​ ​ — ​ ​ ( 136,163 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 936 ) ​ ​ ( 936 ) Change in derivative, net of tax — ​ ​ — ​ ​ — ​ — ​ — ​ — ​ — ​ ( 2,370 ) ​ ( 2,370 ) Cash dividends declared Common stock, $ 0.36 per share ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 16,376 ) ​ ​ — ​ ​ — ​ ​ ( 16,376 ) Stock-based compensation — ​ ​ — ​ ​ 566 ​ 6 ​ 5,541 ​ — ​ — ​ — ​ 5,547 Common stock issued under stock-based compensation plans — ​ ​ — ​ ​ 203 ​ 2 ​ 111 ​ — ​ — ​ — ​ ​ 113 Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,586 ) ​ ​ — ​ ​ ( 2,586 ) Balance, March 31, 2020 ​ — ​ ​ — ​ ​ 98,454 ​ $ 985 ​ $ 861,641 ​ $ 1,255,794 ​ $ ( 1,695,708 ) ​ $ ( 3,741 ) ​ $ 418,971 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 56,539 ) ​ ​ — ​ ​ — ​ ​ ( 56,539 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 404 ​ ​ 404 Change in derivative, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,467 ) ​ ​ ( 1,467 ) Stock-based compensation ​ — ​ ​ — ​ ​ ( 24 ) ​ ​ — ​ ​ 5,162 ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,162 Common stock issued under stock-based compensation plans ​ — ​ ​ — ​ ​ 35 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 266 ) ​ ​ — ​ ​ ( 266 ) Preferred stock issuance ​ 200 ​ ​ 189,743 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Preferred stock direct costs ​ — ​ ​ 10,257 ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 10,257 ) ​ ​ — ​ ​ — ​ ​ ( 10,257 ) Paid-in-kind preferred stock dividend, including beneficial conversion feature ​ 4 ​ $ 4,079 ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,079 ) ​ ​ — ​ ​ — ​ ​ ( 4,079 ) Balance, June 30, 2020 204 ​ $ 204,079 ​ ​ 98,465 ​ $ 985 ​ $ 866,803 ​ $ 1,184,919 ​ $ ( 1,695,974 ) ​ $ ( 4,804 ) ​ $ 351,929 ​ For the twenty-six weeks ended July 2, 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Shares of ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common ​ Common ​ Paid-in ​ Retained ​ Treasury ​ Comprehensive ​ ​ ​ ​ ​ Stock ​ Stock ​ Capital ​ Earnings ​ Stock ​ Loss ​ Total Balance, January 1, 2019 96,622 ​ $ 967 ​ $ 828,676 ​ $ 1,384,494 ​ $ ( 1,642,140 ) ​ $ ( 938 ) ​ $ 571,059 Cumulative effect of adopting the pronouncement related to lease accounting, net of tax ​ — ​ ​ — ​ ​ — ​ ​ ( 41,466 ) ​ ​ — ​ ​ — ​ ​ ( 41,466 ) Balance, January 1, 2019, as adjusted ​ 96,622 ​ ​ 967 ​ ​ 828,676 ​ ​ 1,343,028 ​ ​ ( 1,642,140 ) ​ ​ ( 938 ) ​ ​ 529,593 Net income — ​ — ​ — ​ 26,984 ​ — ​ — ​ 26,984 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 239 ​ ​ 239 Cash dividends declared Common stock, $ 0.33 per share — ​ — ​ — ​ ( 14,952 ) ​ — ​ — ​ ( 14,952 ) Stock-based compensation 350 ​ 3 ​ 5,907 ​ — ​ — ​ — ​ ​ 5,910 Common stock issued under stock-based compensation plans ​ 412 ​ ​ 4 ​ ​ 5,537 ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,541 Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 11,071 ) ​ ​ — ​ ​ ( 11,071 ) Balance, April 2, 2019 ​ 97,384 ​ $ 974 ​ $ 840,120 ​ $ 1,355,060 ​ $ ( 1,653,211 ) ​ $ ( 699 ) ​ $ 542,244 Net income ​ — ​ ​ — ​ ​ — ​ ​ 35,510 ​ ​ — ​ ​ — ​ ​ 35,510 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 175 ​ ​ 175 Cash dividends declared Common stock, $ 0.33 per share ​ — ​ ​ — ​ ​ — ​ ​ ( 14,899 ) ​ ​ — ​ ​ — ​ ​ ( 14,899 ) Stock-based compensation ​ 47 ​ ​ 1 ​ ​ 4,691 ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,692 Common stock issued under stock-based compensation plans ​ 49 ​ ​ — ​ ​ 650 ​ ​ — ​ ​ — ​ ​ — ​ ​ 650 Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 28,093 ) ​ ​ — ​ ​ ( 28,093 ) Balance, July 2, 2019 ​ 97,480 ​ $ 975 ​ $ 845,461 ​ $ 1,375,671 ​ $ ( 1,681,304 ) ​ $ ( 524 ) ​ $ 540,279 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 4 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six ​ Twenty-Six ​ ​ Weeks Ended ​ Weeks Ended ​ June 30, 2020 July 2, 2019 ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net (loss)/income ​ $ ( 192,702 ) ​ $ 62,494 Adjustments to reconcile net income to cash (used in)/provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization expenses ​ 46,152 ​ 43,021 Impairment of assets and lease terminations ​ ​ 193,889 ​ ​ — Deferred income taxes ​ ( 11,173 ) ​ ( 2,289 ) Stock-based compensation ​ 10,617 ​ 10,488 Loss from investments in unconsolidated affiliates ​ ​ — ​ ​ 3,094 Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts and other receivable ​ 41,404 ​ 43,123 Income taxes receivable/payable ​ ( 74,387 ) ​ ( 3,095 ) Inventories ​ 6,709 ​ ( 7,122 ) Prepaid expenses ​ 7,600 ​ ( 3,372 ) Operating lease assets/liabilities ​ 12,895 ​ ( 5,504 ) Other assets ​ 4,294 ​ ( 7,984 ) Accounts payable ​ 226 ​ ( 13,417 ) Gift card liabilities ​ ( 25,731 ) ​ ( 29,980 ) Other accrued expenses ​ ( 55,477 ) ​ ( 5,688 ) Cash (used in)/provided by operating activities ​ ( 35,684 ) ​ 83,769 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Additions to property and equipment ​ ( 29,424 ) ​ ( 29,371 ) Additions to intangible assets ​ ( 227 ) ​ ( 198 ) Investments in unconsolidated affiliates ​ ​ — ​ ​ ( 3,000 ) Loans made to unconsolidated affiliates ​ ​ — ​ ​ ( 18,000 ) Cash used in investing activities ​ ( 29,651 ) ​ ( 50,569 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Preferred stock issuance ​ ​ 200,000 ​ ​ — Preferred stock direct costs ​ ​ ( 10,257 ) ​ ​ — Borrowings on credit facility ​ ​ 90,000 ​ ​ 35,000 Repayments on credit facility ​ ​ ( 4,000 ) ​ ​ ( 10,000 ) Proceeds from exercise of stock options ​ ​ 113 ​ ​ 6,191 Cash dividends paid ​ ( 15,791 ) ​ ( 29,287 ) Treasury stock purchases ​ ( 2,852 ) ​ ( 39,164 ) Cash provided by/(used in) financing activities ​ 257,213 ​ ( 37,260 ) Foreign currency translation adjustment ​ ​ ( 139 ) ​ ​ 86 Net change in cash and cash equivalents ​ 191,739 ​ ( 3,974 ) Cash and cash equivalents at beginning of period ​ 58,416 ​ 26,578 Cash and cash equivalents at end of period ​ $ 250,155 ​ $ 22,604 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures: ​ ​ ​ ​ ​ ​ Interest paid ​ $ 7,289 ​ $ 636 Income taxes paid ​ $ 423 ​ $ 9,939 Construction payable ​ $ 1,884 ​ $ 4,023 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 5 Table of Contents THE CHEESECAKE FACTORY INCORPORATED ​ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ​ 1. Significant Accounting Policies ​ Basis of Presentation ​ The accompanying condensed consolidated financial statements include the accounts of The Cheesecake Factory Incorporated and its wholly owned subsidiaries (referred to herein collectively as the “Company,” “we,” “us” and “our”) and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions for the periods presented have been eliminated in consolidation. The unaudited financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for the fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results that may be achieved for any other interim period or for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 11, 2020 (“fiscal 2019 10-K”). ​ On October 2, 2019, we completed the acquisition of North Italia and the remaining business of Fox Restaurant Concepts LLC (“FRC”), including Flower Child and all other FRC brands (the "Acquisitions"). The results of operations, financial position and cash flows of the acquired businesses are included in our consolidated financial statements as of the acquisition date. ​ We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal 2020 consists of 52 weeks and will end on December 29, 2020. Fiscal 2019, which ended on December 31, 2019, was also a 52 -week year. ​ Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ from these estimates. ​ COVID-19 Pandemic ​ The Company is subject to risks and uncertainties as a result of the outbreak of, and local, state and federal governmental responses to, the COVID-19 pandemic which was declared a National Public Health Emergency on March 13, 2020. We have experienced significant disruptions to our business due to suggested and mandated social distancing and shelter-in-place orders, which resulted in the temporary closure of a number of restaurants across our portfolio while the remaining locations shifted to an off-premise only operating model on an interim basis. In late April 2020, certain jurisdictions began allowing the reopening of restaurant dining rooms. However, restrictions on the type of operating model and occupancy capacity continue to change. We began to reopen dining rooms across our concepts the second week of May. The following table presents the number of restaurants and their operating model as of July 29, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake ​ ​ ​ ​ ​ ​ Factory ​ North Italia ​ Other FRC ​ Other ​ Total Indoor dining with limited capacity ​ 146 ​ 17 ​ 19 ​ 26 ​ 208 Outdoor only with social distancing ​ 36 ​ 6 ​ 1 ​ 4 ​ 47 Off-premise only ​ 22 ​ — ​ — ​ — ​ 22 Currently closed 1 — 5 10 16 Total 205 23 25 40 293 ​ ​ 6 Table of Contents In our initial response to the pandemic, the Company and its Board of Directors implemented the following measures to preserve liquidity and enhance financial flexibility: ​ ● Eliminated non-essential capital expenditures and expenses; ● Suspended new unit development; ● Reduced board, executive and corporate support staff compensation; ● Furloughed approximately 41,000 hourly staff members; ● Engaged in discussions with our landlords regarding ongoing rent obligations, including the potential deferral, abatement and/or restructuring of rent otherwise payable during the period of the COVID-19 pandemic related closure; ● Increased borrowings under our revolving credit facility; ● Raised additional equity capital; and ● Suspended the dividend on our common stock and share repurchases. ​ We cannot predict how long the COVID-19 pandemic will last or whether it will reoccur, what additional restrictions may be enacted, to what extent we can maintain off-premise sales volumes or if individuals will be comfortable returning to our dining rooms during or following social distancing protocols and what long-lasting effects the COVID-19 pandemic may have on the restaurants industry as a whole. The extent of the reopening process, along with the potential impact of the COVID-19 pandemic on consumer spending behavior, will determine the significance of the impact to our operating results and financial position. ​ In the first quarter of fiscal 2020, these considerable developments triggered the need to perform impairment assessments of our long-lived assets, goodwill and other intangible assets and a revaluation of contingent consideration associated with the acquisition of Fox Restaurant Concepts LLC. No additional impairment assessments were required in the second quarter of fiscal 2020. Future changes in estimates could further impact the carrying value of these items. (See Notes 3 and 4 for further discussion of impairment of long-lived and intangible assets, respectively. See Note 9 for further discussion of the revaluation of contingent consideration.) ​ See “Risk Factors” included in Part II, Item 1A for further discussion of risks associated with the COVID-19 pandemic. ​ Derivative Financial Instruments ​ We recognize derivative financial instruments on the balance sheet at fair value under a Level 2 categorization. Our only derivative is an interest rate swap which is designated as a cash flow hedge. Therefore, the effective portion of the changes in fair value are recognized in accumulated other comprehensive income when the hedged item is recognized in earnings, and the ineffective portion of changes in the fair value are immediately recognized in earnings as interest expense. We classify cash inflows and outflows from derivatives within operating activities on the consolidated statements of cash flows. See Note 8 for further discussion of this interest rate swap. ​ Recent Accounting Pronouncements ​ In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update eliminates, adds and modifies certain disclosure requirements for fair value measurements. We adopted this standard as of the beginning of fiscal 2020 and such adoption did not have a significant impact on our consolidated financial statements. ​ 2. Inventories ​ Inventories consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2020 December 31, 2019 Restaurant food and supplies ​ $ 23,724 ​ $ 25,057 Bakery finished goods and work in progress ​ 9,956 ​ 16,000 Bakery raw materials and supplies ​ 6,831 ​ 6,168 Total ​ $ 40,511 ​ $ 47,225 ​ ​ 7 Table of Contents 3. Impairment of Long-Lived Assets ​ We assess the potential impairment of our long-lived assets on an annual basis or whenever events or changes in circumstances indicate the carrying value of the assets or asset group may not be recoverable. Due to the significant impact of the COVID-19 pandemic on our operations, we determined it was necessary to perform an interim test of our long-lived assets during the first quarter of fiscal 2020. Based on the results of these assessments, we recorded $ 8.9 million of expense primarily related to the impairment of one The Cheesecake Factory, one North Italia, two Other FRC and four Other restaurants. These amounts were recorded in impairment of assets and lease terminations on the consolidated statements of income. ​ 4. Intangible Assets, net ​ The following table presents the components of our intangible assets, net (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2020 ​ December 31, 2019 Indefinite-lived intangible assets: ​ ​ Goodwill ​ $ 1,451 ​ $ 78,355 Trade names and trademarks ​ 233,594 ​ 337,027 Transferable alcoholic beverage licenses ​ 8,546 ​ 8,575 Total indefinite-lived intangible assets ​ 243,591 ​ 423,957 Definite-lived intangible assets, net: ​ ​ ​ Licensing agreements ​ 7,500 ​ 10,060 Non-transferable alcoholic beverage licenses ​ 3,239 ​ 3,190 Total definite-lived intangible assets ​ 10,739 ​ 13,250 Total intangible assets, net ​ $ 254,330 ​ $ 437,207 ​ During the first quarter of fiscal 2020, we finalized our purchase accounting for the Acquisitions, increasing goodwill by $ 2.5 million with an offsetting decrease in trade names and trademarks. ​ Goodwill and other indefinite-lived intangible assets are tested for impairment annually as of the first day of our fiscal fourth quarter or on an interim basis if events or changes in circumstances between annual tests indicate a potential impairment. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on estimated undiscounted future cash flows. ​ Due to the decrease in our stock price coupled with the dining room closures related to the COVID-19 pandemic and significant decline to the equity value of our peers and overall U.S. stock market, we determined it was necessary to perform an interim assessment of our indefinite and definite-lived intangible assets during the first quarter of fiscal 2020. For the goodwill impairment test, the estimated fair value of the reporting units was determined using a blend of the income and market capitalization approaches. For the income approach, we performed a discounted cash flow analysis. The fair value of the other indefinite-lived assets was estimated using the relief from royalty method. There were a number of estimates and significant judgments made by management in performing these evaluations, such as future unit growth, average unit volumes, cash flows and discount rates. Accordingly, actual results could vary significantly from such estimates. Based on the results of these assessments, we recorded impairment expense of $ 79.4 million, $ 101.0 million and $ 2.3 million related to goodwill, trade names and trademarks, and licensing agreements, respectively, in the first quarter of fiscal 2020. More than half of the total impairment amount was driven by the impact on our market capitalization, with the balance related to lower future cash flow estimates. The reduced projections stemmed primarily from our decision to delay fiscal 2020 unit development, thereby moving our expected unit growth trajectory out by one year. The cash flow estimates assumed that average unit volumes and margins would substantially return to pre-COVID-19 levels by mid-fiscal 2021. ​ 8 Table of Contents 5. Gift Cards ​ The following tables present information related to gift cards (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Twenty-Six ​ Twenty-Six ​ ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ June 30, 2020 July 2, 2019 June 30, 2020 July 2, 2019 Gift card liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 161,215 ​ $ 145,745 ​ $ 187,978 ​ $ 172,336 Activations ​ 16,766 ​ 28,999 ​ 34,106 ​ 49,372 Redemptions and breakage ​ ( 15,740 ) ​ ( 32,383 ) ​ ( 59,843 ) ​ ( 79,347 ) Ending balance ​ $ 162,241 ​ $ 142,361 ​ $ 162,241 ​ $ 142,361 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Twenty-Six ​ Twenty-Six ​ ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ June 30, 2020 July 2, 2019 June 30, 2020 July 2, 2019 Gift card contract assets: (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 20,685 ​ $ 21,273 ​ $ 23,172 ​ $ 23,388 Deferrals ​ 1,922 ​ 3,468 ​ 4,125 ​ 6,064 Amortization ​ ( 4,352 ) ​ ( 4,649 ) ​ ( 9,042 ) ​ ( 9,360 ) Ending balance ​ $ 18,255 ​ $ 20,092 ​ $ 18,255 ​ $ 20,092 (1) Included in prepaid expenses on the consolidated balance sheets. ​ ​ 6. Leases ​ Components of lease expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ Twenty-Six Weeks Ended ​ ​ June 30, 2020 ​ July 2, 2019 ​ June 30, 2020 ​ July 2, 2019 Operating ​ $ 32,915 ​ $ 25,842 ​ $ 65,955 ​ $ 51,604 Variable ​ 11,160 ​ 16,426 ​ ​ 26,988 ​ ​ 32,761 Short-term ​ 123 ​ 76 ​ ​ 253 ​ ​ 153 Total ​ $ 44,198 ​ $ 42,344 ​ $ 93,196 ​ $ 84,518 ​ Supplemental cash flow information related to leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended Twenty-Six Weeks Ended ​ ​ ​ June 30, 2020 ​ July 2, 2019 ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 57,775 ​ $ 48,634 ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ ​ 32,329 ​ ​ 8,580 ​ ​ In April 2020, the FASB staff issued interpretive guidance that indicated it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract) rather than as a lease modification. Lessees may make the election for any lessor-provided lease concession related to the impact of the COVID-19 pandemic if the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. ​ During the second quarter of fiscal 2020, we received a number of lease concessions, primarily in the form of rent deferral or reduction over the period of time when our restaurant business was adversely impacted and have elected to apply the interpretive guidance. This election did not have a material impact on our consolidated financial statements. Two concession agreements did not qualify for this accounting election and were treated as lease modifications. 9 Table of Contents ​ ​ 7. Long-Term Debt ​ On July 30, 2019, we entered into a Third Amended and Restated Loan Agreement (the “Facility”) which amends and restates in its entirety our prior Second Amended and Restated Loan Agreement dated as of December 22, 2015. The Facility, which terminates on July 30, 2024, provides us with revolving loan commitments that total $ 400 million (of which $ 40 million may be used for issuances of letters of credit). The Facility contains a commitment increase feature that could provide for additional available credit upon our request and subject to the participating lenders electing to increase their commitments or new lenders being added to the Facility. ​ Certain financial covenants under the Facility require us to maintain (i) a maximum "Net Adjusted Leverage Ratio" of 4.75 and (ii) a minimum ratio of EBITDAR to interest and rent expense of 1.9 ("EBITDAR Ratio"), as well as customary events of default that, if triggered, could result in acceleration of the maturity of the Facility. The Facility also limits cash distributions with respect to our equity interests, such as cash dividends and share repurchases, based on a defined ratio, and sets forth negative covenants that restrict indebtedness, liens, investments, sales of assets, fundamental changes and other matters. ​ During the first half of fiscal 2020, we increased our borrowings under the Facility to bolster our cash position and enhance financial flexibility given the impact of the COVID-19 pandemic on our operations. To provide additional financial flexibility, on May 1, 2020 (the “Effective Date”), we entered into a First Amendment (the “Amendment”) to the Facility (as amended by the Amendment, the “Amended Facility”). The Amended Facility provides for, among other things, (i) a covenant relief period (the “Covenant Relief Period”) from the Effective Date until we demonstrate compliance with our financial covenants as of the quarter ending on or after June 29, 2021, during which we are not required to comply with financial covenants requiring maintenance of the maximum Net Adjusted Leverage Ratio and minimum EBITDAR Ratio, (ii) a substitution of the Net Adjusted Leverage Ratio and EBITDAR Ratio covenants with a liquidity covenant for the calendar month ending May 31, 2020 and continuing through the calendar month ending February 28, 2021 that requires our Liquidity to be at least $ 65,000,000 at the end of each calendar month (with Liquidity being the sum of (a) unrestricted cash and cash equivalents and (b) the unused portion of the revolving facility) (and solely for the fiscal quarter ending March 30, 2021, we can meet either (x) both the Net Adjusted Leverage Ratio test and the EBITDAR Ratio test or (y) meet the minimum Liquidity test), with the minimum Liquidity covenant to be tested again from the calendar month ending April 30, 2021 until we demonstrate compliance with the Net Adjusted Leverage Ratio and EBITDAR Ratio for a fiscal quarter ending on or after March 30, 2021, (iii) a lowered amount of permitted increases to revolving loan commitments under the Amended Facility during the Covenant Relief Period from $ 200,000,000 to $ 125,000,000 , (iv) a limit on capital expenditures not to exceed $ 90,000,000 during the Covenant Relief Period, and (v) increased limitations on our ability to make restricted payments, incur debt, and consummate acquisitions during the Covenant Relief Period. ​ Borrowings under the Amended Facility during the Covenant Relief Period bear interest, at our option, at a rate equal to either: (i) the adjusted LIBO Rate (as customarily defined, the “Adjusted LIBO Rate”) plus 2.5 %, or (ii) the sum of (a) the highest of (1) the rate of interest last quoted by The Wall Street Journal as the prime rate in effect in the United States, (2) the greater of the rate calculated by the Federal Reserve Bank of New York as the effective federal funds rate or the rate that is published by the Federal Reserve Bank of New York as an overnight bank funding rate, in either case plus 0.5 %, and (3) the one-month Adjusted LIBO Rate plus 1.0 %, plus (b) 1.50 %. We also pay a fee of 0.4 % on the daily amount of unused commitments under the Amended Facility. ​ Subsequent to the Covenant Relief period, borrowings under the Amended Facility will bear interest, at our option, at a rate equal to either: (i) the adjusted LIBO Rate (as customarily defined) (the “Adjusted LIBO Rate”) plus a margin that is based on our net adjusted leverage ratio, or (ii) the sum of (a) the highest of (1) the rate of interest last quoted by The Wall Street Journal as the prime rate in effect in the United States, (2) the greater of the rate calculated by the Federal Reserve Bank of New York as the effective federal funds rate or the rate that is published by the Federal Reserve Bank of New York as an overnight bank funding rate, in either case plus 0.5 %, and (3) the one-month Adjusted LIBO Rate plus 1.0 %, plus (b) a margin that is based on our net adjusted leverage ratio. ​ Letters of credit bear fees that are equivalent to the interest rate margin that is applicable to revolving loans that bear interest at the adjusted LIBO Rate plus other customary fees charged by the issuing bank. We paid certain customary loan origination fees in conjunction with both the Facility and Amendment. ​ 10 Table of Contents ​ Our obligations under the Amended Facility are unsecured, and certain of our material subsidiaries have guaranteed these obligations. At June 30, 2020, we had net availability for borrowings of $ 0.6 million, based on a $ 376.0 million outstanding debt balance and $ 23.4 million in standby letters of credit. Our Liquidity balance was $ 254 .1 million at June 30, 2020, and we were in compliance with all covenants under the Amended Facility in effect at that date. ​ 8. Derivative ​ On March 13, 2020, we entered into an interest rate swap agreement to manage our exposure to interest rate movements on our Facility. The agreement became effective on April 1, 2020 and matures on April 1, 2025. The interest rate swap entitles us to receive a variable rate of interest based on the one-month LIBO rate in exchange for the payment of a fixed interest rate of 0.802 %. The notional amount of the swap agreement is $ 280.0 million through March 31, 2023 and $ 140.0 million from April 1, 2023 through April 1, 2025. The differences between the variable LIBO rate and the interest rate swap rate are settled monthly. We determined that at June 30, 2020, the interest rate swap agreement was an effective hedging agreement. ​ At June 30, 2020, the fair value of our interest rate swap was a liability of $ 5.1 million and was included in long-term other liabilities in the condensed consolidated balance sheet. Changes in the valuation of the interest rate swap are initially included as a component of accumulated other comprehensive loss (AOCL) and subsequently reclassified to earnings as realized. We reclassified $ 0.2 million out of AOCL in both the thirteen and twenty-six weeks ended June 30, 2020 for the monthly settlement of the interest rate swap. This amount was recorded in interest and other expense, net on the consolidated statement of income. No gains or losses representing amounts excluded from the assessment of effectiveness were recognized in earnings for the six months ended June 30, 2020. ​ The following table summarizes the changes in AOCL, net of tax, related to the interest rate swap (in thousands): ​ ​ ​ ​ ​ Balance, December 31, 2019 $ — Other comprehensive loss before reclassifications ​ ( 4,045 ) Amounts reclassified from AOCL ​ 208 Other comprehensive loss, net of tax ​ ( 3,837 ) Balance, June 30, 2020 ​ $ ( 3,837 ) ​ We classified this interest rate swap within Level 2 of the valuation hierarchy described in Note 9. Our counterparty under this arrangement provided monthly statements of the market values of this instrument based on significant inputs that were observable or could be derived principally from, or corroborated by, observable market data for substantially the full term of the asset or liability. The impact on the derivative liability for the Company’s and the counterparty’s non-performance risk to the derivative trade was considered when measuring the fair value of derivative liability. ​ 9. Fair Value Measurements ​ Fair value measurements are estimated based on valuation techniques and inputs categorized as follows: ​ ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities ● Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring the Company to develop its own assumptions ​ 11 Table of Contents The following tables present the components and classification of our assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2020 ​ Level 1 Level 2 Level 3 Assets (Liabilities) ​ ​ ​ Non-qualified deferred compensation assets ​ $ 73,065 ​ $ — ​ $ — Non-qualified deferred compensation liabilities ​ ( 72,869 ) ​ — ​ — Interest rate swap ​ — ​ ( 5,085 ) ​ — Acquisition-related deferred consideration ​ — ​ ( 53,999 ) ​ — Acquisition-related contingent consideration and compensation liabilities ​ — ​ — ​ ( 7,461 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2019 ​ ​ Level 1 ​ Level 2 ​ Level 3 Assets (Liabilities) ​ ​ ​ Non-qualified deferred compensation assets ​ $ 77,228 ​ $ — ​ $ — Non-qualified deferred compensation liabilities ​ ( 76,255 ) ​ — ​ — Acquisition-related deferred consideration ​ — ​ ( 53,933 ) ​ — Acquisition-related contingent consideration and compensation liabilities ​ — ​ — ​ ( 13,218 ) ​ The fair value of the acquisition-related contingent consideration and compensation liabilities was determined utilizing a Monte Carlo model based on estimated future revenues, margins and volatility factors, among other variables and estimates and has no minimum or maximum payment. The undiscounted range of outcomes per the Monte Carlo model was $ 0 to $ 35.6 million. Results could change materially if different estimates and assumptions were used. The following table presents a reconciliation of the beginning and ending amounts of the fair value of the acquisition-related contingent consideration and compensation liabilities, categorized as Level 3 (in thousands): ​ ​ ​ ​ ​ Balance, December 31, 2019 $ 13,218 Change in fair value ​ ( 5,757 ) Balance, June 30, 2020 ​ $ 7,461 ​ The significant change in the fair value of the contingent consideration primarily stemmed from the delay of future new restaurant openings caused by the impact of the COVID-19 pandemic on the estimated cash flows used in the valuation. ​ The fair values of our cash and cash equivalents, accounts receivable, income taxes receivable, other receivables, prepaid expenses, accounts payable, income taxes payable and other accrued expenses approximate their carrying amounts due to their short duration. ​ 10. Commitments and Contingencies ​ On June 7, 2018, the California Department of Industrial Relations issued a $ 4.2 million wage citation jointly against the Company and our vendor that provides janitorial services to eight of our Southern California restaurants, alleging that the janitorial vendor or its subcontractor failed to comply with various provisions of the California Labor Code (Wage Citation Case No. 35-CM-188798-16). The wage citation seeks to recover penalties and other monetary payments on behalf of the employees that worked for this vendor or its subcontractor. On June 28, 2018, we filed an appeal of the wage citation. On June 11, 2020, the DLSE postponed the hearing on the Company’s appeal due to safety concerns related to the COVID-19 pandemic. It is not possible at this time to reasonably estimate the outcome of or any potential liability from this matter and, accordingly, we have not reserved for any potential future payments. ​ On June 22, 2018, the Internal Revenue Service issued a Notice of Deficiency in which they disallowed $ 8.0 million of our §199 Domestic Production Activities Deduction for tax years 2010, 2011 and 2012. On September 11, 2018 we petitioned the United States Tax Court for a redetermination of the deficiency. The tax court has assigned docket number 18150-18 to our case. We intend to vigorously defend our position in litigation and based on our analysis of the law, regulations and relevant facts, we have not reserved for any potential future payments. ​ 12 Table of Contents Within the ordinary course of our business, we are subject to private lawsuits, government audits and investigations, administrative proceedings and other claims. These matters typically involve claims from customers, staff members and others related to operational and employment issues common to the foodservice industry. A number of these claims may exist at any given time, and some of the claims may be pled as class actions. From time to time, we are also involved in lawsuits with respect to infringements of, or challenges to, our registered trademarks and other intellectual property, both domestically and abroad. We could be affected by adverse publicity and litigation costs resulting from such allegations, regardless of whether they are valid or whether we are legally determined to be liable. ​ At this time, we believe that the amount of reasonably possible losses resulting from final disposition of any pending lawsuits, audits, investigations, proceedings and claims will not have a material adverse effect individually or in the aggregate on our financial position, results of operations or liquidity. It is possible, however, that our future results of operations for a particular quarter or fiscal year could be impacted by changes in circumstances relating to lawsuits, audits, proceedings or claims. Legal costs related to such claims are expensed as incurred. ​ 11. Stockholders’ Equity and Convertible Preferred Stock ​ Dividends and Share Repurchases ​ To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our Facility, as amended on May 1,2020 , our Board of Directors suspended the quarterly dividend on our common stock, as well as share repurchases. (See Note 7 for further discussion of our long-term debt.) ​ Future decisions to pay or to increase or decrease dividends are at the discretion of the Board and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of the Facility and applicable law, and such other factors that our Board considers relevant. ​ Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.0 million shares at a total cost of $ 1,696.0 million through June 30, 2020 with 12,413 shares repurchased at a cost of $ 0.3 million during the second quarter of fiscal 2020 to satisfy tax withholding obligations on vested restricted share awards. Our objectives regarding share repurchases have been to offset the dilution to our shares outstanding that results from equity compensation grants and to supplement our earnings per share growth. Our share repurchase authorization does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time. Shares may be repurchased in the open market or through privately negotiated transactions at times and prices considered appropriate by us. We make the determination to repurchase shares based on several factors, including current and forecasted operating cash flows, capital needs associated with new restaurant development and maintenance of existing locations, dividend payments, debt levels and cost of borrowing, obligations associated with the Acquisitions, our share price and current market conditions. The timing and number of shares repurchased are also subject to legal constraints and financial covenants under the Facility that limit share repurchases based on a defined ratio. ​ Series A Convertible Preferred Stock ​ On April 20, 2020, to increase our liquidity given the impact of the COVID-19 pandemic on our operations, we issued 200,000 shares of Series A Convertible Preferred Stock (“Preferred Stock”) for an aggregate purchase price of $ 200 million, or $ 1,000 per share. In connection with the issuance, we incurred direct and incremental costs of $ 10.3 million, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. These direct and incremental costs reduced the Preferred Stock balance at the issuance date and were recognized through retained earnings on June 30, 2020, the first measurement date. ​ The Preferred Stock ranks senior to our common stock with respect to dividends and distributions on liquidation, winding-up and dissolution upon which each share of Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price (without giving effect to any commitment fee), plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the amount that the holder of Preferred Stock would have been entitled to receive at such time if the Preferred Stock were converted into common stock. At June 30, 2020, the Liquidation Preference was $ 1,018.47 per share. ​ 13 Table of Contents Dividend Rights ​ The holders are entitled to dividends on the Liquidation Preference at the rate of 9.5 % per annum, payable in cash or, at our option, paid-in-kind. The holders are also entitled to participate in dividends declared or paid on our common stock on an as-converted basis. During the second quarter of fiscal 2020, we issued 3,694 shares of Preferred Stock to satisfy a payment-in-kind dividend of $ 18.47 per share. ​ Conversion Rights ​ Each holder has the right, at its option, to convert its Preferred Stock into common stock at a conversion price equal to $ 22.23 per share. As of June 30, 2020, the number of common shares that would be required to be issued upon conversion of the outstanding shares of Preferred Stock was 9.2 million. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The conversion price is also subject to adjustment for certain anti-dilutive offerings occurring through April 19, 2021. Pursuant to the terms of the Certificate of Designations, unless and until approval of our stockholders is obtained as contemplated by Nasdaq listing rules (the “Stockholder Approval”), no holder may convert shares of Preferred Stock through either an optional or a mandatory conversion into shares of common stock if and solely to the extent that such conversion would result in the holder beneficially owning in excess of 19.9 % of then outstanding common stock. The Company has the right to settle any conversion in cash. ​ Subject to certain conditions, we may, at our option, require conversion of all of the outstanding shares of Preferred Stock to common stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date we notify the holders of the election to convert, the closing price of the common stock is at least 200 % of the conversion price. We will not exercise our right to mandatorily convert all outstanding shares of Preferred Stock unless certain liquidity conditions with regard to the shares of common stock to be issued upon such conversion are satisfied. ​ We determined that the nature of the Preferred Stock was more akin to an equity instrument than a debt instrument and that the economic characteristics and risks of the embedded conversion options were clearly and closely related to the Preferred Stock. As such, the conversion options were not required to be bifurcated from the host under ASC 815, Derivatives and Hedging. We also determined that the Preferred Stock did not generate a beneficial conversion feature (“BCF”) upon issuance. However, the associated dividend for the quarter ended June 30, 2020 generated a BCF of $ 0.1 million based on the fair value of our stock price on the date the dividends were declared to be paid-in-kind. ​ Redemption Rights ​ On and after October 20,2027, holders of the Preferred Stock have the right to require redemption of all or any part of the Preferred Stock for an amount equal to the Liquidation Preference. Upon certain change of control events, we are required to redeem, subject to conversion rights of the holders, all of the outstanding shares of Preferred Stock for cash consideration equal to the greater of (i) the Liquidation Preference and (ii) the amount that such holder would have been entitled to receive at such time if the Preferred Stock were converted into common stock. ​ We may redeem any or all of the Preferred Stock for an amount equal to (i) 120 % of the Liquidation Preference thereof at any time between April 21, 2025 and April 19, 2026 and (ii) 100 % of the Liquidation Preference at any time beginning on April 20, 2026, provided that such holder will have the right to convert the Preferred Stock immediately prior to and in lieu of such redemption. To the extent such holder elects to convert the Preferred Stock in lieu of such redemption and the number of shares of common stock issuable upon such conversion would exceed 19.9 % of the outstanding shares of common stock, and the Stockholder Approval has not been obtained as of such date, any portion in excess of such limit will remain outstanding as Preferred Stock. ​ Since the redemption of the Preferred Stock is contingently redeemable and therefore not certain to occur, the Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Preferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within our control, we have classified the Preferred Stock separately from stockholders’ equity in the consolidated balance sheets. ​ 14 Table of Contents As noted above, we determined that the nature of the Preferred Stock was more akin to an equity instrument than a debt instrument. However, we determined that the economic characteristics and risks of the embedded put option, call option and redemption upon change of control provision were not clearly and closely related to the Preferred Stock. Therefore, we assessed these items further and determined they did not meet the definition of a derivative under ASC 815, Derivatives and Hedging . ​ Voting Rights ​ Holders of Preferred Stock are generally entitled to vote with the holders of the common stock on an as-converted basis. Holders of Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Preferred Stock and issuances of securities that are senior to, or equal in priority with, the Preferred Stock. ​ 12. Stock-Based Compensation ​ On April 4, 2019, our Board adopted The Cheesecake Factory Incorporated Stock Incentive Plan (the “Plan”) under which incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units may be granted to staff members, consultants and non-employee directors. The Plan replaced the 2010 Stock Incentive Plan. ​ The following table presents the stock-based compensation recorded in the consolidated financial statements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Twenty-Six ​ Twenty-Six ​ ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ June 30, 2020 July 2, 2019 June 30, 2020 July 2, 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Labor expenses ​ $ 1,926 ​ $ 1,721 ​ $ 3,893 ​ $ 3,442 Other operating costs and expenses ​ 70 ​ 68 ​ 139 ​ 136 General and administrative expenses ​ 3,114 ​ 2,852 ​ 6,585 ​ 6,910 Total stock-based compensation ​ 5,110 ​ 4,641 ​ 10,617 ​ 10,488 Income tax benefit ​ 1,255 ​ 1,140 ​ 2,608 ​ 2,578 Total stock-based compensation, net of taxes ​ $ 3,855 ​ $ 3,501 ​ $ 8,009 ​ $ 7,910 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capitalized stock-based compensation (1) ​ $ 52 ​ $ 51 ​ $ 91 ​ $ 114 (1) It is our policy to capitalize the portion of stock-based compensation costs for our internal development department that relates to capitalizable activities such as the design and construction of new restaurants, remodeling existing locations and equipment installation. Capitalized stock-based compensation is included in property and equipment, net on the consolidated balance sheets. ​ ​ 15 Table of Contents ​ Stock Options ​ We did not issue any stock options during the second quarter of fiscal 2020 or 2019. Stock option activity during the twenty-six weeks ended June 30, 2020 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Remaining ​ ​ ​ ​ ​ ​ ​ Average ​ Contractual ​ Aggregate ​ ​ Shares ​ Exercise Price ​ Term ​ Intrinsic Value (1) ​ ​ (In thousands) ​ (Per share) ​ (In years) ​ (In thousands) Outstanding at December 31, 2019 1,829 ​ $ 47.32 4.3 ​ $ 844 Granted 654 ​ 40.16 ​ ​ ​ ​ ​ Exercised ( 4 ) ​ 29.79 ​ ​ ​ ​ ​ Forfeited or cancelled ( 43 ) ​ 48.21 ​ ​ ​ ​ ​ Outstanding at June 30, 2020 2,436 ​ $ 45.41 5.4 ​ $ 9,783 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at June 30, 2020 1,214 ​ $ 46.77 2.8 ​ $ 5,696 (1) Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised their options on the fiscal period end date. ​ There was no option exercised during the thirteen weeks ended June 30, 2020. The total intrinsic value of options exercised during the twenty-six weeks ended June 30, 2020 was $ 35.6 million. The total intrinsic value of options exercised during the thirteen and twenty-six weeks ended July 2, 2019 was $ 0.2 million and $ 3.6 million, respectively. As of June 30, 2020, total unrecognized stock-based compensation expense related to unvested stock options was $ 9.4 million, which we expect to recognize over a weighted-average period of approximately 5.2 years. ​ Restricted Shares and Restricted Share Units ​ Restricted share and restricted share unit activity during the twenty-six weeks ended June 30, 2020 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ Shares Fair Value ​ ​ (In thousands) ​ (Per share) Outstanding at December 31, 2019 1,764 ​ $ 47.76 Granted 586 ​ 39.80 Vested ( 247 ) ​ 50.20 Forfeited ( 106 ) ​ 52.41 Outstanding at June 30, 2020 1,997 ​ $ 44.87 ​ Fair value of our restricted shares and restricted share units is based on our closing stock price on the date of grant. The weighted average fair value for restricted shares and restricted share units issued during the second quarter of fiscal 2020 and 2019 was $ 23.56 and $ 45.15 , respectively. The fair value of shares that vested during the thirteen weeks and twenty-six weeks ended June 30, 2020 was $ 1.8 million and $ 12.4 million, respectively. The fair value of shares that vested during the thirteen weeks and twenty-six weeks ended July 2, 2019 was $ 1.3 million and $ 12.4 million, respectively. As of June 30, 2020, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 44.6 million, which we expect to recognize over a weighted-average period of approximately 3.2 years. ​ 16 Table of Contents ​ 13. Income Taxes ​ On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. Intended to provide economic relief to those impacted by the COVID-19 pandemic, the CARES Act includes provisions allowing for the carryback of net operating losses generated in fiscal years 2018, 2019 and 2020 and technical amendments regarding the expensing of qualified improvement property (“QIP”). As a result of the CARES Act, we expect to carry back our anticipated fiscal 2020 loss and reduce taxes payable for accelerated depreciation on QIP placed in service during fiscal 2018 and 2019. We expect to file carryback claims during fiscal 2021, and we estimate that these claims will generate cash refunds of approximately $ 50 million. ​ Our effective income tax rate was 30.6 % and 6.9 % for the first half of fiscal 2020 and 2019, respectively. The increase resulted primarily from a lower proportion of employment credits in relation to pre-tax (loss)/income and a benefit arising from the expected carryback of our anticipated fiscal 2020 loss to prior years when the federal statutory rate was 35 %. Without the carryback provisions of the CARES Act, we would expect the fiscal 2020 loss to provide a tax benefit at the statutory rate of 21 %. The 14 % rate benefit is reflected primarily in the annual effective tax rate, although the portion representing prior year temporary differences that are estimated to reverse in fiscal 2020 and become part of the fiscal 2020 loss carryback was recognized as a discrete item in the first quarter of fiscal 2020. ​ We expect to have federal credit carryforwards of approximately $ 37 million at the end of fiscal 2020 compared to $ 14.3 million at December 31, 2019. This increase is driven primarily by our estimated fiscal 2020 loss. We assess the available evidence to estimate if sufficient future taxable income will be generated to use these carryforwards, which have a 20-year carryforward period and are utilized on a first-in, first-out basis. Based on this evaluation, we concluded that no valuation allowance is required. This assessment could change if estimates of future taxable income during the carryforward period are revised. ​ As a result of the goodwill impairment discussed in Note 4, we recorded a deferred tax asset of $ 16.4 million. ​ 14. Net (Loss)/Income Per Share ​ Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, reduced by unvested restricted stock awards. As of June 30, 2020 and July 2, 2019, 2.0 million shares and 1.8 million shares, respectively, of restricted stock issued to staff members were unvested and, therefore, excluded from the calculation of basic earnings per share for the fiscal periods ended on those dates. Diluted net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. ​ Holders of our Preferred Stock participate in dividends on an as-converted basis when declared on common stock. As a result, our Preferred Stock meets the definition of a participating security which requires us to apply the two-class method to compute both basic and diluted net income per share. The two-class method is an earnings allocation formula that treats participating securities as having rights to earnings that would otherwise have been available to common stockholders. In addition, as our Preferred Stock is a participating security, we are required to calculate diluted net income per share under the if-converted method in addition to the two-class method and utilize the most dilutive result. 17 Table of Contents ​ In periods where there is a net loss, no allocation of undistributed net loss to preferred shareholders is performed as the holders of our Preferred Stock are not contractually obligated to participate in our losses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Twenty-Six ​ Twenty-Six ​ ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ June 30, 2020 July 2, 2019 June 30, 2020 July 2, 2019 ​ ​ (In thousands, except per share data) Basic net (loss)/income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income ​ $ ( 56,539 ) ​ $ 35,510 ​ $ ( 192,702 ) ​ $ 62,494 Dividends on preferred stock ​ ( 3,694 ) ​ — ​ ( 3,694 ) ​ — Direct and incremental preferred stock issuance costs ​ ( 10,257 ) ​ — ​ ( 10,257 ) ​ — Net (loss)/income available to common stockholders ​ ( 70,490 ) ​ 35,510 ​ ( 206,653 ) ​ 62,494 Basic weighted-average shares outstanding ​ ​ 43,874 ​ ​ 44,165 ​ ​ 43,824 ​ ​ 44,210 Basic net (loss)/income per common share ​ $ ( 1.61 ) ​ $ 0.80 ​ $ ( 4.72 ) ​ $ 1.41 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net (loss)/income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income available to common stockholders ​ ​ ( 70,490 ) ​ ​ 35,510 ​ ​ ( 206,653 ) ​ ​ 62,494 Basic weighted-average shares outstanding ​ ​ 43,874 ​ ​ 44,165 ​ ​ 43,824 ​ ​ 44,210 Dilutive effect of equity awards (1) ​ ​ — ​ ​ 621 ​ ​ — ​ ​ 661 Diluted weighted-average shares outstanding ​ ​ 43,874 ​ ​ 44,786 ​ ​ 43,824 ​ ​ 44,871 Diluted net (loss)/income per common share ​ $ ( 1.61 ) ​ $ 0.79 ​ $ ( 4.72 ) ​ $ 1.39 (1) Shares of common stock equivalents of 3.9 million and 2.0 million as of June 30, 2020 and July 2, 2019, respectively, were excluded from the diluted calculation due to their anti-dilutive effect. ​ 15. Segment Information ​ Our operating segments, the businesses for which our management reviews discrete financial information for decision-making purposes, are comprised of The Cheesecake Factory, North Italia, Flower Child, the Other FRC brands, our bakery division and Grand Lux Cafe. Based on quantitative thresholds set forth in FASB Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” The Cheesecake Factory, North Italia and the Other FRC brands are the only businesses that meet the criteria of a reportable operating segment. The remaining operating segments (Flower Child, our bakery division and Grand Lux Cafe) along with our businesses that don’t qualify as operating segments, including RockSugar Southeast Asian Kitchen, Social Monk Asian Kitchen and our international business, are combined in Other. Unallocated corporate expenses, capital expenditures and assets, which were previously classified in a separate Corporate line, are also combined in Other. In addition, gift card costs, which were previously classified in The Cheesecake Factory restaurants reportable segment, are combined in Other. Corresponding prior year balances were reclassified to conform to the current year presentation. ​ 18 Table of Contents Segment information is presented below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Twenty-Six ​ Twenty-Six ​ ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ Weeks Ended ​ June 30, 2020 July 2, 2019 June 30, 2020 July 2, 2019 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 241,068 ​ $ 551,519 ​ $ 729,539 ​ $ 1,100,152 North Italia ​ ​ 13,759 ​ ​ — ​ ​ 44,271 ​ ​ — Other FRC ​ ​ 12,208 ​ ​ — ​ ​ 47,791 ​ ​ — Other ​ 28,816 ​ 51,126 ​ 89,356 ​ 101,974 Total ​ $ 295,851 ​ $ 602,645 ​ $ 910,957 ​ $ 1,202,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income/(loss) from operations: (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ ( 26,951 ) ​ $ 73,610 ​ $ 12,373 ​ $ 139,549 North Italia ​ ​ ( 4,405 ) ​ ​ — ​ ​ ( 76,491 ) ​ ​ — Other FRC ​ ( 5,212 ) ​ — ​ ( 75,176 ) ​ — Other ​ ( 47,142 ) ​ ( 33,511 ) ​ ( 134,474 ) ​ ( 69,302 ) Total ​ $ ( 83,710 ) ​ $ 40,099 ​ $ ( 273,768 ) ​ $ 70,247 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 16,867 ​ $ 18,004 ​ $ 34,144 ​ $ 35,612 North Italia ​ ​ 901 ​ ​ — ​ ​ 1,866 ​ ​ — Other FRC ​ ​ 814 ​ ​ — ​ ​ 2,015 ​ ​ — Other ​ ​ 4,008 ​ ​ 3,655 ​ ​ 8,127 ​ ​ 7,409 Total ​ $ 22,590 ​ $ 21,659 ​ $ 46,152 ​ $ 43,021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 12,116 ​ $ 14,839 ​ $ 20,714 ​ $ 26,731 North Italia ​ ​ 30 ​ ​ — ​ ​ 2,994 ​ ​ — Other FRC ​ 687 ​ — ​ 1,791 ​ — Other ​ 816 ​ 1,181 ​ 3,925 ​ 2,640 Total ​ $ 13,649 ​ $ 16,020 ​ $ 29,424 ​ $ 29,371 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preopening costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 767 ​ $ 1,956 ​ $ 2,181 ​ $ 3,437 North Italia ​ ​ 311 ​ ​ — ​ ​ 1,264 ​ ​ — Other FRC ​ 380 ​ — ​ 221 ​ — Other ​ 639 ​ 219 ​ 1,550 ​ 868 Total ​ $ 2,097 ​ $ 2,175 ​ $ 5,216 ​ $ 4,305 ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2020 December 31, 2019 Total assets: (1) ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 1,656,694 ​ $ 1,701,418 North Italia ​ ​ 257,657 ​ ​ 297,840 Other FRC ​ 293,242 ​ 310,414 Other ​ 659,688 ​ 530,921 Total ​ $ 2,867,281 ​ $ 2,840,593 (1) During the first quarter of fiscal 2020, we recorded impairment of assets and lease terminations expense of $ 0.6 million for The Cheesecake Factory restaurants, $ 71.5 million for North Italia, $ 72.9 million for Other FRC and $ 46.8 million for Other (See Note 3 and 4 for further discussion of these charges.) During the second quarter of fiscal 2020, we recorded impairment of assets and lease terminations expense of $ 2.4 million related to lease termination costs for one The Cheesecake Factory restaurant. ​ 16. Subsequent Events ​ None ​ ​ ​ 19 Table of Contents