Item 5. Market for Registrant’s Common Equity
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on The Nasdaq Global Select Market under the symbol CAKE. There were approximately 1,300 holders of record of our common stock at February 17, 2021, and we estimate there were approximately 63,700 beneficial stockholders on that date.
Under the 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 $1,696.7 million through December 29, 2020 with 9,998 shares repurchased at a cost of $0.4 million during the fourth quarter of fiscal 2020 to satisfy tax withholding obligations on vested restricted share awards. 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. To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our credit facility, in March 2020, our Board suspended share repurchases. The timing and number of shares repurchased are also subject to legal constraints and financial covenants under our credit facility that limit share repurchases based on a defined ratio.
The following table presents our purchases of our common stock during the fiscal quarter ended December 29, 2020:
Total
Total Number of Shares
Maximum Number of
Number
Average
Purchased as Part of
Shares that May Yet
of Shares
Price Paid
Publicly Announced
Be Purchased Under the
Period
Purchased (1)
per Share
Plans or Programs
Plans or Programs
September 30 — November 3, 2020
—
$
—
—
2,980,255
November 4 — December 1, 2020
4,663
37.22
—
2,975,592
December 2 — December 29, 2020
5,335
38.53
—
2,970,257
Total
9,998
—
(1) The total number of shares purchased includes 9,998 shares withheld upon vesting of restricted share awards to satisfy tax withholding obligations.
To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our credit facility, in March 2020, our Board suspended the quarterly dividend on our common stock. 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 our credit facility and applicable law, and such other factors that the Board considers relevant. (See Item 1A — Risk Factors — Risks Related to Owning Our Stock — " Our stock price could be adversely affected if we are unable to continue to pay or if we are unable to increase dividends.")
On April 20, 2020, as further discussed in Note 17 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report, 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, par value $0.01 per share (the "Series A preferred stock") for an aggregate purchase price of $200 million. During fiscal 2020, we recorded paid in-kind dividends of $13.5 million.
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Each holder of Series A preferred stock has the right, at its option, to convert its Series A preferred stock, in whole or in part, into fully paid and non-assessable shares of our common stock at a conversion price equal to $22.23 per share, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events and 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, no holder may convert shares of Series A preferred stock through either an optional or a mandatory conversion into shares of our 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.
After April 20, 2023 and subject to certain conditions, we may, at our option, require conversion of all of the outstanding shares of Series A 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 Series A preferred stock 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 Series A preferred stock unless certain liquidity conditions with regard to the shares of common stock to be issued upon such conversion are satisfied.
The shares of common stock issuable upon conversion of shares of the Series A preferred stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act.
(See Note 12 and 17 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of our credit facility and stockholders' equity, respectively.)
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Price Performance Graph
The following graph compares the cumulative five-year total return provided to stockholders on the Company’s common stock relative to the S&P 400 Midcap Index, the NASDAQ US Benchmark TR Index and the S&P 600 Restaurants Index. The graph assumes a $100 initial investment and the reinvestment of dividends in each of the indices. The measurement points utilized in the graph consist of the last trading day in each calendar year, which closely approximates the last day of the respective fiscal year of the Company. The historical stock performance presented below is not intended to and may not be indicative of future stock performance.
12/31/15
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
The Cheesecake Factory Incorporated
$
100
$
132
$
109
$
101
$
93
$
89
S&P 400 Midcap Index
$
100
$
119
$
136
$
119
$
148
$
165
NASDAQ US Benchmark TR Index (1)
$
100
$
113
$
137
$
130
$
170
$
205
S&P 600 Restaurants Index (2)
$
100
$
118
$
124
$
135
$
150
$
189
(1) Underlying data provided by Nasdaq Global Indexes.
(2) The S&P 600 Restaurants Index is a comprehensive restaurant industry index that includes casual dining, fast casual and quick-service constituents.
This graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.
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ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with our consolidated financial statements and related notes thereto, and with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Fiscal Year (1)
2020
2019
2018
2017
2016
(In thousands, except per share data)
Statements of (Loss)/Income Data:
Revenues
$
1,983,225
$
2,482,692
$
2,332,331
$
2,260,502
$
2,275,719
Costs and expenses:
Cost of sales
458,332
561,783
532,880
519,388
526,628
Labor expenses
778,586
899,667
834,134
777,595
759,998
Other operating costs and expenses
616,069
631,613
566,825
552,791
540,365
General and administrative expenses
157,644
160,199
154,770
141,533
146,042
Depreciation and amortization expenses
91,415
88,133
95,976
92,729
88,010
Impairment of assets and lease termination expenses
219,333
18,247
17,861
10,343
114
Acquisition-related costs
2,699
5,270
—
—
—
Acquisition-related contingent consideration, compensation and amortization (benefit)/expenses
(3,872)
1,033
—
—
—
Preopening costs
10,456
13,149
10,937
13,278
13,569
Total costs and expenses
2,330,662
2,379,094
2,213,383
2,107,657
2,074,726
(Loss)/income from operations
(347,437)
103,598
118,948
152,845
200,993
Gain/(loss) on investments in unconsolidated affiliates
—
39,233
(4,754)
(479)
—
Interest and other expense, net
(8,599)
(2,497)
(6,783)
(5,900)
(9,225)
(Loss)/income before income taxes
(356,036)
140,334
107,411
146,466
191,768
Income tax (benefit)/provision
(102,671)
13,041
8,376
(10,926)
52,274
Net (loss)/income
(253,365)
127,923
99,035
157,392
139,494
Dividends on Series A preferred stock
(13,485)
—
—
—
—
Direct and incremental Series A preferred stock issuance costs
(10,257)
—
—
—
—
Net (loss)/income available to common stockholders
$
(277,107)
$
127,923
$
99,035
$
157,392
$
139,494
Net (loss)/income per common share:
Basic
$
(6.32)
$
2.90
$
2.19
$
3.35
$
2.91
Diluted
$
(6.32)
$
2.86
$
2.14
$
3.27
$
2.83
Weighted-average shares outstanding:
Basic
43,869
43,949
45,263
46,930
47,981
Diluted
43,869
44,545
46,215
48,152
49,372
Cash dividends declared per common share
$
0.36
$
1.38
$
1.24
$
1.06
$
0.88
Balance Sheet Data (at end of period):
Cash and cash equivalents
$
154,085
$
58,416
$
26,578
$
6,008
$
53,839
Total assets
2,747,054
2,840,593
1,314,133
1,333,060
1,293,319
Total long-term debt and deemed landlord financing liability, including current portion
280,000
290,000
118,610
113,527
104,868
Total stockholders’ equity and Series A convertible preferred stock
506,941
571,742
571,059
613,530
603,207
Restaurant Data:
The Cheesecake Factory comparable restaurant sales
(28.2)
%
0.8
%
1.7
%
(0.8)
%
1.2
%
The Cheesecake Factory restaurants open at year-end
206
206
201
199
194
(1) Fiscal 2016 consisted of 53 weeks. All other fiscal years presented consisted of 52 weeks. The estimated impact of the 53rd week in fiscal 2016 was an increase in revenues and diluted net income per share of approximately $54.7 million and $0.07, respectively.
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