CHEESECAKE FACTORY INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 29, 2020. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“GAAP”) and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the criteria in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 29, 2020. The effectiveness of our internal control over financial reporting as of December 29, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in Part IV, Item 15 of this report. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the three months ended December 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ ITEM 9B. OTHER INFORMATION None. ​ 55 Table of Contents ​ PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE We have adopted a code of ethics which applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, who are the Company’s principal executive, financial and accounting officers, respectively, and the Company’s other executive officers and members of the Board of Directors, entitled “Code of Ethics for Executive Officers, Senior Financial Officers and Directors.” We have also adopted a code of ethics which applies to other employees entitled “Code of Ethics and Code of Business Conduct.” The codes of ethics are available on our corporate website at www.thecheesecakefactory .com in the “Governance” section of our “Investors” page. The contents of our website are not incorporated by reference into this report. We intend to satisfy disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics for Executive Officers, Senior Financial Officers and Directors by posting such information on our website, at the address and location specified above, or as otherwise required by the Nasdaq Global Market. Information with respect to our executive officers is included in Part I, Item 1 of this report. Other information required by this item is hereby incorporated by reference from the sections entitled “Election of Directors,” “The Board and Corporate Governance,” and ”Delinquent Section 16(a) Reports” in our definitive proxy statement for the annual meeting of stockholders to be held on May 27, 2021 (the “Proxy Statement”). ​ ITEM 11. EXECUTIVE COMPENSATION The information required by this item is hereby incorporated by reference to the sections entitled “Directors Compensation,” “Executive Compensation,” “Compensation of Named Executive Officers” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement. ​ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is hereby incorporated by reference to the section entitled “Beneficial Ownership of Principal Stockholders and Management” and “Equity Compensation Plan Information” in the Proxy Statement. ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is hereby incorporated by reference to the sections entitled “Policies Regarding Review, Approval or Ratification of Transactions with Related Persons” and “The Board and Corporate Governance” in the Proxy Statement. ​ ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is hereby incorporated by reference to the section entitled “Independent Registered Public Accounting Firm Fees and Services” (in the proposal entitled “Ratification of Selection of Independent Registered Public Accounting Firm”) in the Proxy Statement. ​ 56 Table of Contents ​ PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following documents are filed as a part of this Report: (a) 1. Financial statements: The consolidated financial statements required to be filed hereunder are listed in the Index to Consolidated Financial Statements on page 58 of this report. 2. Financial statement schedules: All schedules have been omitted because they are not applicable, not required or the information has been otherwise supplied in the financial statements or notes to the financial statements. 3. Exhibits: The Exhibits required to be filed hereunder are listed in the exhibit index included herein at page 96. ​ ​ ITEM 16. FORM 10-K SUMMARY None. ​ 57 Table of Contents ​ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ Page ​ ​ ​ Report of Independent Registered Public Accounting Firm ​ 59 ​ ​ ​ Consolidated Balance Sheets ​ 62 ​ ​ ​ Consolidated Statements of (Loss)/ Income ​ 63 ​ ​ ​ Consolidated Statements of Comprehensive (Loss)/ Income ​ 64 ​ ​ ​ Consolidated Statements of Stockholders’ Equity and Series A Convertible Preferred Stock ​ 65 ​ ​ ​ Consolidated Statements of Cash Flows ​ 66 ​ ​ ​ Notes to Consolidated Financial Statements ​ 67 ​ ​ ​ 58 Table of Contents ​ Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors The Cheesecake Factory Incorporated: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of The Cheesecake Factory Incorporated and subsidiaries (the Company) as of December 29, 2020 and December 31, 2019, the related consolidated statements of (loss)/income, comprehensive (loss)/income, stockholders’ equity and Series A convertible preferred stock, and cash flows for each of the years in the three-year period ended December 29, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 29, 2020, based on criteria established in “ Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 29, 2020 and December 31, 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 29, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2020 based on criteria established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 2, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases . Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 59 Table of Contents ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of long-lived assets for impairment As discussed in Notes 1, 7 and 13 to the consolidated financial statements, the Company assesses the potential impairment of long-lived assets on an annual basis or whenever events or changes in circumstances indicate the carrying value of the asset or asset group may not be recoverable. If the carrying amount of an asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The property and equipment, net, and operating lease asset balances as of December 29, 2020 were $774.1 million and $1,251.0 million, respectively. Based upon the analyses performed, the Company recognized pre-tax impairment charges for long-lived assets of $36.2 million in fiscal 2020. We identified the evaluation of long-lived assets for impairment as a critical audit matter. The evaluation of the assumptions used in the undiscounted cash flow analysis and determination of fair value of certain long-lived assets resulted in the application of challenging auditor judgment. These assumptions include revenue and the operating margin. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s long-lived asset impairment assessment process. This included controls related to the determination of the undiscounted cash flow and fair value of the restaurant asset groups, and the related revenue and operating margin assumptions. We performed sensitivity analyses over the revenue and operating margin assumptions to assess the impact of changes in those assumptions on the Company’s determination of the undiscounted cash flow and fair value of the restaurant assets groups. We compared the Company’s prior year revenue and operating margin assumptions to current year actual results to assess the Company’s ability to accurately forecast. We evaluated the Company’s revenue and operating margin assumptions for the restaurant asset groups by comparing the assumptions to the restaurant asset groups’ historical and peer group performance. Evaluation of goodwill for impairment As discussed in Notes 1, 2 and 8 to the consolidated financial statements, goodwill as of December 29, 2020 was $1.5 million. The Company tests for impairment of goodwill annually or whenever events or changes in circumstances between annual tests indicate a potential impairment. The Company determined it was necessary to perform an interim impairment evaluation during the first quarter of fiscal 2020 due to the decrease in stock price coupled with the dining room closures related to the COVID-19 pandemic and significant decline to the equity value of peers and overall U.S. stock market. Based on the results of this evaluation, the Company recorded impairment expense of $79.4 million. The estimated fair value of the reporting units was determined using the income approach using a discounted cash flow analysis. We identified the evaluation of goodwill for impairment as a critical audit matter. Challenging auditor judgment was involved in evaluating certain assumptions used to determine the fair value of the reporting units. These assumptions include future unit growth, cash flows, and discount rates used to estimate the fair value of the reporting units. Minor changes to those assumptions had a significant effect on the Company’s estimate of the fair value of the reporting units. Additionally, the audit effort associated with the evaluation of the determination of fair value required specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment evaluation process, including controls over the assumptions listed above. We compared future unit growth and cash flows as a percentage of revenue to historical actual results and to the Company’s most recent plans. We performed sensitivity analyses over the future unit growth assumption to assess its impact on the Company’s determination of fair value. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in: ● evaluating the selected discount rates by comparing them against discount rate ranges that were independently developed using publicly available market data 60 Table of Contents ​ ● assessing cash flows as a percentage of revenue by comparing it against cash flows as a percentage of revenue of publicly available market data for comparable companies ● testing the estimates of fair value of the reporting units using independently obtained market data and comparing the results to the Company’s estimates of fair value. Evaluation of trade name and trademark intangible assets for impairment As discussed in Notes 1, 2 and 8 to the consolidated financial statements, trade name and trademark intangible assets as of December 29, 2020 was $233.7 million. The Company tests for impairment of trade name and trademark intangible assets annually or whenever events or changes in circumstances between annual tests indicate a potential impairment. The Company determined it was necessary to perform an interim impairment evaluation during the first quarter of fiscal 2020 due to the decrease in stock price coupled with the dining room closures related to the COVID-19 pandemic and significant decline to the equity value of peers and overall U.S. stock market. Based on the results of this evaluation, the Company recorded impairment expense of $101.0 million. The estimated fair value of the trade name and trademark intangible assets was determined using the relief from royalty method. We identified the evaluation of trade name and trademark intangible assets for impairment as a critical audit matter. Challenging auditor judgment was involved in evaluating certain assumptions used to determine the fair value of trade name and trademark intangible assets. These assumptions include future unit growth, discount rates, and royalty rates used to estimate the fair value of trade name and trademark intangible assets. Minor changes to those assumptions had a significant effect on the Company’s estimate of the fair value of trade name and trademark intangible assets. Additionally, the audit effort associated with the evaluation of the determination of fair value required specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s trade name and trademark intangible assets impairment evaluation process, including controls over the assumptions listed above. We compared future unit growth to historical actual results and to the Company’s most recent plans. We performed sensitivity analyses over the future unit growth assumption to assess its impact on the Company’s determination of fair value. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in: ● evaluating the selected discount rates by comparing them against discount rate ranges that were independently developed using publicly available market data ● evaluating the selected royalty rates by comparing them against publicly available royalty rates of comparable companies ● testing the estimates of fair value of trade name and trademark intangible assets using independently obtained market data and comparing the results to the Company’s estimates of fair value. ​ /s/ KPMG LLP ​ ​ ​ We have served as the Company’s auditor since 2018. ​ ​ ​ Los Angeles, California ​ February 24, 2021 ​ ​ ​ ​ 61 Table of Contents ​ THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, ​ December 31, ​ ​ 2020 2019 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 154,085 ​ $ 58,416 Accounts and other receivable ​ ​ 75,787 ​ ​ 90,302 Income taxes receivable ​ 36,889 ​ 4,626 Inventories ​ 39,288 ​ 47,225 Prepaid expenses ​ 35,310 ​ 43,946 Total current assets ​ 341,359 ​ 244,515 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 774,137 ​ 831,599 ​ ​ ​ ​ ​ ​ ​ Other assets: ​ ​ ​ ​ ​ ​ Intangible assets, net ​ 253,160 ​ 437,207 Operating lease assets ​ 1,251,027 ​ 1,240,976 Other ​ ​ 127,371 ​ ​ 86,296 Total other assets ​ ​ 1,631,558 ​ ​ 1,764,479 ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 2,747,054 ​ $ 2,840,593 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, SERIES A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 58,432 ​ $ 61,946 Gift card liabilities ​ 184,655 ​ 187,978 Operating lease liabilities ​ ​ 132,519 ​ ​ 128,081 Other accrued expenses ​ ​ 210,461 ​ ​ 236,582 Total current liabilities ​ ​ 586,067 ​ ​ 614,587 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ — ​ 33,847 Long-term debt ​ 280,000 ​ 290,000 Operating lease liabilities ​ 1,224,321 ​ 1,189,869 Other noncurrent liabilities ​ ​ 149,725 ​ ​ 140,548 Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ Series A convertible preferred stock, $ .01 par value, 200,000 shares authorized; 200,000 and 0 shares issued and outstanding at December 29, 2020 and December 31, 2019, respectively ​ 218,248 ​ — Stockholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ .01 par value, other than Series A convertible preferred stock, 4,800,000 shares authorized; none issued ​ ​ — ​ ​ — Common stock, $ .01 par value, 250,000,000 shares authorized; 98,645,147 and 97,685,178 shares issued at December 29, 2020 and December 31, 2019, respectively ​ ​ 986 ​ ​ 977 Additional paid-in capital ​ 878,148 ​ 855,989 Retained earnings ​ 1,110,087 ​ 1,408,333 Treasury stock, 53,026,409 and 52,916,434 shares at cost at December 29, 2020 and December 31, 2019, respectively ​ ( 1,696,743 ) ​ ( 1,693,122 ) Accumulated other comprehensive loss ​ ( 3,785 ) ​ ( 435 ) Total stockholders’ equity ​ 288,693 ​ 571,742 ​ ​ ​ ​ ​ ​ ​ Total liabilities, Series A convertible preferred stock and stockholders’ equity ​ $ 2,747,054 ​ $ 2,840,593 ​ See the accompanying notes to the consolidated financial statements. ​ 62 Table of Contents ​ THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED STATEMENTS OF (LOSS)/INCOME (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 2019 2018 Revenues ​ $ 1,983,225 ​ $ 2,482,692 ​ $ 2,332,331 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 458,332 ​ 561,783 ​ 532,880 Labor expenses ​ 778,586 ​ 899,667 ​ 834,134 Other operating costs and expenses ​ 616,069 ​ 631,613 ​ 566,825 General and administrative expenses ​ 157,644 ​ 160,199 ​ 154,770 Depreciation and amortization expenses ​ 91,415 ​ 88,133 ​ 95,976 Impairment of assets and lease termination expenses ​ 219,333 ​ 18,247 ​ 17,861 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 Total costs and expenses ​ 2,330,662 ​ 2,379,094 ​ 2,213,383 (Loss)/income from operations ​ ( 347,437 ) ​ 103,598 ​ 118,948 Gain/(loss) on investments in unconsolidated affiliates ​ ​ — ​ ​ 39,233 ​ ​ ( 4,754 ) Interest and other expense, net ​ ( 8,599 ) ​ ( 2,497 ) ​ ( 6,783 ) (Loss)/income before income taxes ​ ( 356,036 ) ​ 140,334 ​ 107,411 Income tax (benefit)/provision ​ ( 102,671 ) ​ 13,041 ​ 8,376 Net (loss)/ income ​ ​ ( 253,365 ) ​ ​ 127,293 ​ ​ 99,035 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 ) ​ $ 127,293 ​ $ 99,035 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 6.32 ) ​ $ 2.90 ​ $ 2.19 Diluted ​ $ ( 6.32 ) ​ $ 2.86 ​ $ 2.14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 43,869 ​ 43,949 ​ 45,263 Diluted ​ 43,869 ​ 44,545 ​ 46,215 ​ See the accompanying notes to the consolidated financial statements. ​ 63 Table of Contents ​ THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 2019 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income ​ $ ( 253,365 ) ​ $ 127,293 ​ $ 99,035 Other comprehensive (loss)/gain: ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ 114 ​ 503 ​ ( 850 ) Unrealized loss on derivative, net of tax ​ ​ ( 3,464 ) ​ ​ — ​ ​ — Other comprehensive (loss)/gain ​ ( 3,350 ) ​ 503 ​ ( 850 ) Total comprehensive (loss)/income ​ ​ ( 256,715 ) ​ ​ 127,796 ​ ​ 98,185 Comprehensive (loss)/income attributable to preferred stockholders ​ ​ ( 23,742 ) ​ ​ — ​ ​ — Total comprehensive (loss)/income available to common stockholders ​ $ ( 280,457 ) ​ $ 127,796 ​ $ 98,185 ​ See the accompanying notes to the consolidated financial statements. ​ 64 Table of Contents ​ THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND SERIES A CONVERTIBLE PREFERRED STOCK (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Series A Convertible ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Preferred Stock ​ Common Stock ​ Paid-in ​ Retained ​ Treasury ​ Comprehensive ​ ​ ​ ​ Shares Amount Shares Amount Capital Earnings Stock Loss Total Balance, January 2, 2018 ​ — ​ $ — ​ ​ 95,412 ​ $ 954 ​ $ 799,862 ​ $ 1,345,666 ​ $ ( 1,532,864 ) ​ $ ( 88 ) ​ $ 613,530 Cumulative effect of adopting the pronouncement related to revenue recognition, net of tax ​ — ​ — ​ — ​ — ​ ​ — ​ ​ ( 3,560 ) ​ ​ — ​ — ​ ( 3,560 ) Balance, January 2, 2018, as adjusted ​ — ​ ​ — ​ ​ 95,412 ​ ​ 954 ​ ​ 799,862 ​ ​ 1,342,106 ​ ​ ( 1,532,864 ) ​ ​ ( 88 ) ​ ​ 609,970 Net income ​ — ​ — ​ — ​ — ​ ​ — ​ ​ 99,035 ​ ​ — ​ — ​ 99,035 Foreign currency translation adjustment ​ — ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ( 850 ) ​ ( 850 ) Cash dividends declared Common stock, $ 1.24 per share ​ — ​ — ​ — ​ — ​ ​ — ​ ​ ( 56,647 ) ​ ​ — ​ — ​ ( 56,647 ) Stock-based compensation ​ — ​ — ​ 554 ​ 6 ​ ​ 20,245 ​ ​ — ​ ​ — ​ — ​ 20,251 Common stock issued under stock-based compensation plans ​ — ​ ​ — ​ ​ 656 ​ ​ 7 ​ ​ 8,569 ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,576 Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 109,276 ) ​ ​ — ​ ​ ( 109,276 ) 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 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 127,293 ​ ​ — ​ ​ — ​ ​ 127,293 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 503 ​ ​ 503 Cash dividends declared Common stock, $ 1.38 per share ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 61,988 ) ​ ​ — ​ ​ — ​ ​ ( 61,988 ) Stock-based compensation ​ — ​ ​ — ​ ​ 476 ​ ​ 4 ​ ​ 19,595 ​ ​ — ​ ​ — ​ ​ — ​ ​ 19,599 Common stock issued under stock-based compensation plans ​ — ​ ​ — ​ ​ 587 ​ ​ 6 ​ ​ 7,718 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,724 Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 50,982 ) ​ ​ — ​ ​ ( 50,982 ) Balance, December 31, 2019 ​ — ​ ​ — ​ ​ 97,685 ​ ​ 977 ​ ​ 855,989 ​ ​ 1,408,333 ​ ​ ( 1,693,122 ) ​ ​ ( 435 ) ​ ​ 571,742 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 253,365 ) ​ ​ — ​ ​ — ​ ​ ( 253,365 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 114 ​ ​ 114 Change in derivative, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3,464 ) ​ ​ ( 3,464 ) Cash dividends declared Common stock, $ 0.36 per share ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 16,376 ) ​ ​ — ​ ​ — ​ ​ ( 16,376 ) Stock-based compensation ​ — ​ ​ — ​ ​ 637 ​ ​ 7 ​ ​ 21,550 ​ ​ — ​ ​ — ​ ​ — ​ ​ 21,557 Common stock issued under stock-based compensation plans ​ — ​ ​ — ​ ​ 323 ​ ​ 2 ​ ​ 609 ​ ​ — ​ ​ — ​ ​ — ​ ​ 611 Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3,621 ) ​ ​ — ​ ​ ( 3,621 ) Series A preferred stock issuance ​ 200 ​ ​ 189,743 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Series A preferred stock direct costs ​ — ​ ​ 10,257 ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 10,257 ) ​ ​ — ​ ​ — ​ ​ ( 10,257 ) Paid-in-kind Series A preferred stock dividend, including beneficial conversion feature ​ — ​ ​ 18,248 ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 18,248 ) ​ ​ — ​ ​ — ​ ​ ( 18,248 ) Balance, December 29, 2020 ​ 200 ​ $ 218,248 ​ ​ 98,645 ​ $ 986 ​ $ 878,148 ​ $ 1,110,087 ​ $ ( 1,696,743 ) ​ $ ( 3,785 ) ​ $ 288,693 ​ See the accompanying notes to the consolidated financial statements. ​ ​ 65 Table of Contents ​ THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 2019 2018 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income ​ $ ( 253,365 ) ​ $ 127,293 ​ $ 99,035 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net (loss)/income to cash (used in)/provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expenses ​ 91,415 ​ 88,133 ​ 95,976 Deferred income taxes ​ ​ ( 67,228 ) ​ ​ ( 2,197 ) ​ ​ ( 5,510 ) Impairment of assets and lease termination expenses ​ 208,066 ​ 16,223 ​ 16,411 Stock-based compensation ​ 21,350 ​ 19,373 ​ 19,988 (Gain)/loss from investments in unconsolidated affiliates ​ — ​ ( 39,233 ) ​ 4,754 Changes in assets and liabilities, net of acquired amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts and other receivables ​ ​ 15,148 ​ ​ 3,777 ​ ​ 3,680 Income taxes receivable/payable ​ ( 32,263 ) ​ ( 5,338 ) ​ 15,729 Inventories ​ 7,921 ​ ( 5,766 ) ​ 3,667 Prepaid expenses ​ 8,563 ​ ( 4,133 ) ​ 6,262 Operating lease assets/liabilities ​ 22,958 ​ 5,019 ​ — Other assets ​ ​ ( 6,019 ) ​ ​ ( 11,989 ) ​ ​ 7,406 Accounts payable ​ ( 2,005 ) ​ 2,326 ​ 5,601 Gift card liabilities ​ ( 3,324 ) ​ 9,695 ​ 8,395 Other accrued expenses ​ ​ ( 8,309 ) ​ ​ 15,578 ​ ​ 9,921 Cash provided by operating activities ​ 2,908 ​ 218,761 ​ 291,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to property and equipment ​ ( 50,329 ) ​ ( 73,765 ) ​ ( 102,909 ) Additions to intangible assets ​ ( 585 ) ​ ( 2,100 ) ​ ( 3,020 ) Acquisition, net of cash acquired ​ ​ — ​ ​ ( 261,695 ) ​ ​ — Investments in unconsolidated affiliates ​ ​ — ​ ​ ( 3,000 ) ​ ​ ( 25,000 ) Loans made to unconsolidated affiliates ​ ​ — ​ ​ ( 22,500 ) ​ ​ — Proceeds from variable life insurance contract ​ ​ — ​ ​ — ​ ​ 540 Cash used in investing activities ​ ( 50,914 ) ​ ( 363,060 ) ​ ( 130,389 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition-related deferred consideration ​ ​ ( 17,250 ) ​ ​ — ​ ​ — Deemed landlord financing proceeds ​ ​ — ​ ​ — ​ ​ 21,788 Deemed landlord financing payments ​ ​ — ​ ​ — ​ ​ ( 5,128 ) Borrowings on credit facility ​ ​ 90,000 ​ ​ 335,000 ​ ​ 70,000 Repayments on credit facility ​ ​ ( 100,000 ) ​ ​ ( 55,000 ) ​ ​ ( 70,000 ) Proceeds from exercise of stock options ​ 611 ​ 7,724 ​ 8,576 Series A preferred stock issuance ​ ​ 200,000 ​ ​ — ​ ​ — Series A preferred stock direct costs ​ ​ ( 10,257 ) ​ ​ — ​ ​ — Cash dividends paid ​ ( 15,791 ) ​ ( 60,722 ) ​ ( 56,251 ) Treasury stock purchases ​ ( 3,621 ) ​ ( 50,982 ) ​ ( 109,276 ) Cash provided by/(used in) financing activities ​ 143,692 ​ 176,020 ​ ( 140,291 ) Foreign currency translation adjustment ​ ( 17 ) ​ 117 ​ ( 65 ) Net change in cash and cash equivalents ​ ​ 95,669 ​ ​ 31,838 ​ ​ 20,570 Cash and cash equivalents at beginning of period ​ 58,416 ​ 26,578 ​ 6,008 Cash and cash equivalents at end of period ​ $ 154,085 ​ $ 58,416 ​ $ 26,578 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid ​ $ 13,045 ​ $ 1,646 ​ $ 8,156 Income taxes paid ​ $ 2,968 ​ $ 20,778 ​ $ 10,149 Construction payable ​ $ 5,007 ​ $ 6,504 ​ $ 4,585 Non-cash operating: ​ ​ ​ ​ ​ ​ ​ ​ ​ Settlement of sale-leaseback accounting ​ $ — ​ $ — ​ $ 11,863 Non-cash investing: ​ ​ ​ ​ ​ ​ ​ ​ ​ Settlement of landlord sale-leaseback accounting ​ $ — ​ $ — ​ $ 6,824 Acquisition-related deferred consideration and compensation ​ $ — ​ $ ( 66,257 ) ​ $ — Fair value of previously-held equity investments ​ $ — ​ $ ( 122,000 ) ​ $ — Loans repaid by unconsolidated affiliates as a reduction of acquisition cash ​ $ — ​ $ 12,500 ​ $ — Loan to unconsolidated affiliate assumed in acquisition ​ $ — ​ $ 10,000 ​ $ — Non-cash financing: ​ ​ ​ ​ ​ ​ ​ ​ ​ Settlement of landlord financing obligation for sale-leaseback leases ​ $ — ​ $ — ​ $ ( 18,687 ) Deemed landlord financing proceeds ​ $ — ​ $ — ​ $ 13,748 ​ See the accompanying notes to the consolidated financial statements. ​ 66 Table of Contents ​ THE CHEESECAKE FACTORY INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ 1. Summary of Significant Accounting Policies ​ Description of Business The Cheesecake Factory Incorporated is a leader in experiential dining. We are culinary forward and relentlessly focused on hospitality. We currently own and operate 294 restaurants throughout the United States and Canada under brands including The Cheesecake Factory ® , North Italia ® and a collection within our Fox Restaurant Concepts ("FRC") business. Internationally, 27 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. Basis of Presentation The accompanying 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. On October 2, 2019, we completed the acquisition of North Italia and the remaining business of FRC, including Flower Child and all other FRC brands (the "Acquisition"). 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. See Note 2 for further discussion of the Acquisition. We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal years 2020, 2019 and 2018 each consisted of 52 weeks. In fiscal 2019, we separately disclosed accounts receivable and other receivable on the consolidated balance sheet and statement of cash flow. In addition, rent related deferred tax assets and liabilities were consolidated and presented as accrued rent in the notes to consolidated financial statements. Corresponding prior year balance were reclassified to conform to the current year presentation. 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. Business Combination On October 2, 2019, we completed the acquisition of North Italia and the remaining business of FRC. Since the Acquisition represents a business combination achieved in stages, we remeasured our previously-held equity interests in North Italia and Flower Child immediately before the acquisition to acquisition-date fair value and recognized a resulting gain. In accordance with the acquisition method of accounting for business combinations, we allocated the purchase price of acquired businesses to the tangible and intangible assets acquired and liabilities assumed based on preliminary estimated fair values. We estimated the fair value of assets and liabilities based upon widely-accepted valuation techniques, including discounted cash flow, relief from royalty and Monte Carlo methods, depending on the nature of the assets acquired or liabilities assumed. We made minor adjustments to our purchase accounting in the first quarter of fiscal 2020 as we finalized our valuation of the acquired intangible assets. (See Note 2 for further discussion of the Acquisition.) 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 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. 67 Table of Contents ​ In our initial response to the COVID-19 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. ​ In late April 2020, certain jurisdictions began allowing the reopening of restaurant dining rooms, and we began to reopen dining rooms across our concepts the second week of May. During the third quarter of fiscal 2020, we called back to work a majority of our staff members who were previously furloughed, and restored Board, executive and corporate support staff compensation. In addition, we resumed new unit development on a limited basis and will continue to evaluate the pace and quantity of new unit development. Restrictions on the type of operating model and occupancy capacity continue to change, and these restrictions increased in many of our markets during the fourth quarter of fiscal 2020 with the surge in COVID-19 cases. 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 restaurant 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. These considerable developments triggered the need to perform interim impairment assessments of our long-lived assets, goodwill and other intangible assets and a revaluation of contingent consideration associated with the acquisition of FRC in addition to our annual impairment testing. Future changes in estimates could further impact the carrying value of these items. (See Notes 7 and 8 for further discussion of impairment of long-lived and intangible assets, respectively. See Note 9 for further discussion of the revaluation of contingent consideration.) Cash and Cash Equivalents Amounts receivable from credit card processors, totaling $ 9.1 million and $ 21.2 million at December 29, 2020 and December 31, 2019, respectively, are considered cash equivalents because they are both short-term and highly liquid in nature and are typically converted to cash within three days of the sales transaction. During the last week of fiscal 2020, almost all of our restaurants were operating under capacity restrictions or in an off-premise-only model. Therefore, we processed less sales through credit cards causing a decrease in this receivable from the prior year. Our cash management system provides for the funding of all major bank disbursement accounts on a daily basis as checks are presented for payment. Under this system, outstanding checks are in excess of the cash balances at certain banks, which creates book overdrafts. Book overdrafts are presented as a current liability in other accrued expenses on our consolidated balance sheet. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk are cash and cash equivalents and receivables. We maintain our day-to-day operating cash balances in non-interest-bearing transaction accounts, which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . We invest our excess cash in a money market deposit account, which is insured by the FDIC up to $ 250,000 . Although we maintain balances that exceed the federally insured limit, we have not experienced any losses related to this balance, and we believe credit risk to be minimal. We consider the concentration of credit risk for accounts receivable from our bakery customers to be minimal due to the payment histories and general financial condition of our larger bakery accounts. Concentration of credit risk related to other receivables is limited as this balance is comprised primarily of amounts due from our gift card distributors, insurance providers and delivery partner. 68 Table of Contents ​ Inventories Inventories consist of restaurant food and other supplies, bakery raw materials and bakery finished goods and are stated at the lower of cost or net realizable value on an average cost basis at the restaurants and on a first-in, first-out basis at the bakeries. Property and Equipment We record property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful life of the assets or the reasonably certain lease term, whichever is shorter. Leasehold improvements include the cost of our internal development and construction department. Depreciation and amortization periods are as follows: ​ ​ ​ ​ ​ Buildings and land improvements 30 years ​ Leasehold improvements 10 to 30 years ​ Furnishings, fixtures and equipment 3 to 15 years (1) Computer software and equipment 5 years ​ (1) Other than certain types of restaurant equipment with estimated useful lives that equal or exceed the reasonably certain lease term, in which case the reasonably certain lease term is utilized Gains and losses related to property and equipment disposals are recorded in depreciation and amortization expenses. Impairment of Long-Lived Assets and Lease Termination Expenses 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. Factors considered include, but are not limited to, negative cash flow, significant underperformance relative to historical or projected future operating results, significant changes in the manner in which an asset is being used, an expectation that an asset will be disposed of significantly before the end of its previously estimated useful life and significant negative industry or economic trends. At any given time, we may be monitoring a number of locations, and future impairment charges could be required if individual restaurant performance does not improve or we make the decision to close or relocate a restaurant. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Impairment testing is performed at the individual restaurant asset group level, which is inclusive of property and equipment and lease right-of-use assets. Recoverability is assessed by comparing the carrying value of the assets to the undiscounted cash flows expected to be generated by those assets. Impairment losses are measured as the amount by which the carrying values of the assets exceed their fair value, which is determined based on discounted future net cash flows expected to be generated by the assets. In fiscal 2020, we recorded $ 36.2 million of expense primarily related to the impairment of one The Cheesecake Factory, one North Italia, two Other FRC and six Other restaurants, as well as lease termination costs and accelerated depreciation for one The Cheesecake Factory and seven Other restaurants. In fiscal 2019, we recorded $ 18.2 million of expense related to the impairment of two The Cheesecake Factory and two Other restaurants, as well as lease termination costs and accelerated depreciation for two Other restaurants. In fiscal 2018, we recorded $ 17.9 million of expense related to the impairment of one The Cheesecake Factory and two Other restaurants, as well as lease termination costs and accelerated depreciation for two The Cheesecake Factory restaurants. These amounts are recorded in impairment of assets and lease terminations on the consolidated statements of income. Intangible Assets Our intangible assets consist of goodwill, indefinite-lived trade names, trademarks and transferable alcoholic beverage licenses and definite-lived licensing agreements and non-transferable alcoholic beverage licenses. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives and 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. If impaired, the asset or asset group is written down to fair value based on discounted future cash flows. 69 Table of Contents ​ Goodwill and other indefinite-lived intangible assets are not amortized and 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. First, we determine if, based on qualitative factors, it is more likely than not that an impairment exists. Factors considered include, but are not limited to historical financial performance, a significant decline in expected future cash flows, unanticipated competition, changes in management or key personnel, macroeconomic and industry conditions and the legal and regulatory environment. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed. The quantitative assessments require the use of estimates and assumptions regarding future cash flows and asset fair values. For the goodwill impairment test, the estimated fair value of the reporting units is determined using a blend of the income approach using a discounted cash flow analysis and the market capitalization approach. The fair value of the trade names, trademarks and licensing agreements is estimated using the relief from royalty method. These fair value assessments could change materially if different estimates and assumptions were used. We evaluate the useful lives of our intangible assets, other than goodwill, at each reporting period to determine if they are definite or indefinite-lived. A determination on useful life requires judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, legislative action that results in an uncertain or changing regulatory environment and expected changes in distribution channels), the level of required maintenance expenditures and the expected lives of other related groups of assets. (See Note 8 for further discussion of our intangible assets.) Investments in Unconsolidated Affiliates From fiscal year 2016 until the Acquisition on October 2, 2019, we held minority equity investments in two restaurant concepts, North Italia and Flower Child, with our percentage of ownership growing to 49 % in each concept immediately prior to the Acquisition. Since we held a number of rights with regard to participation in policy-making processes, but did not control these entities prior to the Acquisition, we accounted for these investments under the equity method. Accordingly, we recognized our proportionate share of the reported earnings or losses of these entities on the consolidated statements of income and as an adjustment to our investments on the consolidated balance sheets. We assessed the potential impairment of these equity investments whenever events or changes in circumstances indicated that a decrease in value of the investment had occurred that was other than temporary, in which case we would have recognized the decrease even though it was in excess of what would otherwise be recognized by application of the equity method. No impairment losses were recorded for these assets during fiscal years 2019 and 2018. Revenue Recognition Our revenues consist of sales at our Company-owned restaurants, sales from our bakery operations to our licensees and other third-party customers, royalties from our licensees’ restaurant sales and from consumer packaged goods sales, and licensee development and site fees. Revenues are presented net of sales taxes. Sales tax collected is included in other accrued expenses until the taxes are remitted to the appropriate taxing authorities. Revenues from restaurant sales are recognized when payment is tendered at the point of sale. Revenues from bakery sales are recognized upon transfer of title and risk to customers. Royalty revenues are recognized in the period the related sales occur, utilizing the sale-based royalty exception available under current accounting guidance. Our consumer packaged goods minimum guarantees do not require distinct performance obligations. Therefore, related revenue is recognized on a straight-line basis over the life of the applicable agreements, ranging from one to three years . As our development and site fee agreements do not contain distinct performance obligations, related revenue is recognized on a straight-line basis over the life of the applicable agreements, ranging from eight to 30 years . Deferred and recognized revenue for new minimum guarantees for consumer packaged goods and for new site and development agreements were immaterial in all periods presented. We recognize a liability upon the sale of our gift cards and recognize revenue when these gift cards are redeemed in our restaurants. Based on our historical redemption patterns, we can reasonably estimate the amount of gift cards for which redemption is remote, which is referred to as “breakage.” Breakage is recognized over a three-year period in proportion to historical redemption trends and is classified as revenues in our consolidated statements of income. We recognized $ 7.6 million, $ 8.0 million and $ 8.0 million of gift card breakage in fiscal years 2020, 2019 and 2018, respectively. Incremental direct costs related to gift card sales, including commissions and credit card fees, are deferred and recognized in earnings in the same pattern as the related gift card revenue. There were no changes to our accounting for gift card revenue and related costs upon adoption of the new revenue recognition standard. 70 Table of Contents ​ Certain of our promotional programs include multiple element arrangements that incorporate various performance obligations. We allocate revenue using the relative selling price of each performance obligation considering the likelihood of redemption and recognize revenue upon satisfaction of each performance obligation. During fiscal 2020, we deferred revenue of $ 11.6 million related to promotional programs and recognized $ 11.2 million of previously deferred revenue related to promotional programs. During fiscal 2019, we deferred revenue of $ 7.9 million related to promotional programs and recognized $ 7.3 million of previously deferred revenue related to promotional programs. Leases We currently lease all of our restaurant locations, generally with initial terms of 10 to 20 years plus two five-year renewal options. Our leases typically require contingent rent above the minimum base rent payments based on a percentage of revenues ranging from 2 % to 10 %, have escalating minimum rent requirements over the term of the lease and require payment for various expenses incidental to the use of the property. A majority of our leases provide for a reduced level of overall rent obligation should specified co-tenancy requirements not be satisfied. We expend cash for leasehold improvements and furniture, fixtures, and equipment to build out and equip our leased premises. We may also expend cash for structural additions that we make to leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed to us by our landlords as construction contributions. If obtained, landlord construction contributions usually take the form of up-front cash, full or partial credits against our future minimum or percentage rents, or a combination thereof. We do not meet any of the accounting criteria under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases, for being the owner of the asset under construction. Many of our leases provide early termination rights permitting us to terminate the lease prior to expiration in the event our revenues are below a stated level for a period of time, generally conditioned upon repayment of the unamortized landlord contributions. In addition to leases for our restaurant locations, we also lease automobiles and certain equipment that is used in the restaurants, bakeries and corporate office. The leases for our restaurant locations, automobiles and certain restaurant equipment are included in our operating lease assets and liabilities. All other leases are immaterial or qualify for the short-term lease exclusion. The assessment of whether a contract is or contains a lease is performed at contract inception. A lease is defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined as having both the right to obtain substantially all the economic benefits from the use of the asset and to direct how and for what purpose the asset is used. ​ At lease commencement, we evaluate each material lease and those that don’t qualify for the short-term exclusion to determine its appropriate classification as an operating or finance lease. All of the leases evaluated meet the criteria for classification as operating leases. For restaurant leases that existed as of the adoption of ASC 842, we continued to apply our historical practice of excluding executory costs, and only minimum base rent was factored into the initial operating lease liability and corresponding lease asset. For restaurant leases beginning after adoption of ASC 842, we have elected the single lease component practical expedient. Operating lease assets and liabilities are recorded on the balance sheet at lease commencement based on the present value of minimum base rent and other fixed payments over the reasonably certain lease term. The difference between the amounts we expend for structural costs and the construction contributions received from our landlords is recorded as an adjustment to the operating lease asset. Lease terms include the build-out period for our leases where no rent payments are typically due under the terms of the lease, as well as options to renew when we deem we have significant economic incentive to exercise the extension. When determining if we have a significant economic incentive, we consider relevant factors, such as contractual, asset, entity and market-based considerations. Option periods are included in the lease term for the majority of our leases. Termination rights have not been factored into the lease terms since based on our probability assessment we are reasonably certain we will not terminate our leases. We cannot determine the interest rate implicit in our leases because we do not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, we use our incremental borrowing rate as the discount rate for our leases. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because we do not generally borrow on a collateralized basis, we derive an appropriate incremental borrowing rate using the interest rate we pay on our non-collateralized borrowings, adjusted for the amount of the lease payments, the lease term and the effect of designating specific collateral with a value equal to the unpaid lease payments for that lease. We monitor for events or changes in circumstances that require reassessment of our leases. When a reassessment results in the re-measurement of a lease liability, a corresponding adjustment is made to the carrying amount of the operating lease asset. We also assess the potential impairment of our operating lease assets under long-lived asset impairment guidance in ASC 360, Property, Plant, and Equipment: Impairment or disposal on long-lived assets. 71 Table of Contents ​ Rent expense included in our operating lease assets is recognized on a straight-line basis. Contingent rent expense is recorded as incurred to the extent it exceeds minimum base rent per the lease agreement. Variable lease payments, which primarily consist of real estate taxes, common area maintenance charges, insurance cost and other operating expenses, are not included in the operating lease right-of-use asset or operating lease liability balances and are recognized as incurred. The reasonably certain lease term and the incremental borrowing rate for each restaurant location require judgment by management and can impact the classification and accounting for a lease as operating or finance, as well as the value of the operating lease asset and liability. These judgments may produce materially different amounts of rent expense than would be reported if different assumptions were used. Rent expense is included in other operating costs and expenses in the consolidated statements of income. 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 fiscal 2020, we received a number of lease concessions, primarily in the form of rent deferrals 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. Three concession agreements did not qualify for this accounting election and were treated as lease modifications. We deferred rent payments of $ 7.6 million, the majority of which is due in fiscal 2021. Self-Insurance Liabilities We retain the financial responsibility for a significant portion of our risks and associated liabilities with respect to workers’ compensation, general liability, staff member health benefits, employment practices and other insurable risks. The accrued liabilities associated with these programs are based on our estimate of the ultimate costs to settle known claims, as well as claims incurred but not yet reported to us (“IBNR”) as of the balance sheet date and are recorded in other accrued expenses. Our estimated liabilities, which are not discounted, are based on information provided by our insurance brokers and insurers, combined with our judgment regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation and our claims settlement practices. Significant judgment is required to estimate IBNR amounts, as parties have yet to assert such claims. If actual claims trends, including the severity or frequency of claims, differ from our estimates, our financial results could be impacted. Stock-Based Compensation We maintain stock-based incentive plans under which equity awards may be granted to staff members, consultants and non-employee directors. We account for the awards based on fair value measurement guidance and amortize to expense over the vesting period using a straight-line or graded-vesting schedule, as applicable. (See Note 18 for further discussion of our stock-based compensation.) Advertising Costs We expense advertising production costs at the time the advertising first takes place. All other advertising costs are expensed as incurred. Most of our advertising costs are included in other operating costs and expenses and were $ 16.0 million, $ 10.6 million and $ 6.1 million in fiscal 2020, 2019 and 2018, respectively. Preopening Costs Preopening costs include all costs to relocate and compensate restaurant management staff members during the preopening period, costs to recruit and train hourly restaurant staff members, and wages, travel and lodging costs for our opening training team and other support staff members. Also included are expenses for maintaining a roster of trained managers for pending openings, the associated temporary housing and other costs necessary to relocate managers in alignment with future restaurant opening and operating needs, and corporate travel and support activities. We expense preopening costs as incurred. 72 Table of Contents ​ Income Taxes We provide for federal, state and foreign income taxes currently payable and for deferred taxes that result from differences between financial accounting rules and tax laws governing the timing of recognition of various income and expense items. We recognize deferred income tax assets and liabilities for the future tax effects of such temporary differences based on the difference between the financial statement and tax bases of existing assets and liabilities using the statutory rates expected in the years in which the differences are expected to reverse. The effect on deferred taxes of any enacted change in tax rates is recognized in income in the period that includes the enactment date. Income tax credits are recorded as a reduction of tax expense. We routinely evaluate the likelihood of realizing the benefit of our deferred tax assets and record a valuation allowance if, based on all available evidence, we determine that some portion of the tax benefit will not be realized. In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies (when applicable) and results of recent operations. If we later determine that we would be able to realize our deferred tax assets in excess of their net recorded amount, we adjust the deferred tax asset valuation allowance and reduce income tax expense. We evaluate our exposures associated with our various tax filing positions and recognize a tax benefit from an uncertain tax position only if it is more-likely-than-not that the position will be sustained upon examination by the relevant taxing authorities based solely on its technical merits, taking into account available administrative remedies and litigation. If this threshold is met, we recognize only the portion of the tax benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. We record a liability for any portion of the tax benefit that does not meet these recognition and measurement criteria and we adjust this liability through income tax expense in the period in which the uncertain tax position is effectively settled, when the statute of limitations expires for the relevant taxing authority to examine the tax position or when new information becomes available. We recognize interest related to uncertain tax positions in income tax expense. Penalties related to uncertain tax positions are recorded in general and administrative expenses. Net (Loss)/Income per Share ​ Basic net (loss)/income per share is computed by dividing net (loss)/income available to common stockholders by the weighted-average number of common shares outstanding during the period, reduced by unvested restricted stock awards. At December 29, 2020, December 31, 2019 and January 1, 2019, 2.0 million shares, 1.8 million shares and 1.7 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 years ended on those dates. ​ 73 Table of Contents ​ Holders of our Series A Convertible Preferred Stock, par value $ 0.01 per share (the "Series A preferred stock") participate in dividends on an as-converted basis when declared on common stock. As a result, our Series A 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 Series A 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. In periods where there is a net loss, no allocation of undistributed net loss to preferred stockholders is performed as the holders of our Series A preferred stock are not contractually obligated to participate in our losses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 2019 2018 ​ ​ (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net (loss)/income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income ​ $ ( 253,365 ) ​ $ 127,293 ​ $ 99,035 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 ) ​ 127,293 ​ 99,035 Basic weighted-average shares outstanding ​ ​ 43,869 ​ ​ 43,949 ​ ​ 45,263 Basic net (loss)/income per common share ​ $ ( 6.32 ) ​ $ 2.90 ​ $ 2.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net (loss)/income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income available to common stockholders ​ ​ ( 277,107 ) ​ ​ 127,293 ​ ​ 99,035 Basic weighted-average shares outstanding ​ ​ 43,869 ​ ​ 43,949 ​ ​ 45,263 Dilutive effect of equity awards (1) ​ ​ — ​ ​ 596 ​ ​ 952 Diluted weighted-average shares outstanding ​ ​ 43,869 ​ ​ 44,545 ​ ​ 46,215 Diluted net (loss)/income per common share ​ $ ( 6.32 ) ​ $ 2.86 ​ $ 2.14 (1) Shares of common stock equivalents of 4.0 million, 2.3 million and 1.5 million for fiscal 2020, 2019 and 2018, respectively, were excluded from the diluted calculation due to their anti-dilutive effect. ​ Comprehensive (Loss)/Income Comprehensive (loss)/income includes all changes in equity during a period except those resulting from investment by and distribution to owners. Our comprehensive income consists of net (loss)/income, unrealized losses on our interest rate swap and translation gains and losses related to our Canadian restaurant operations. Foreign Currency The Canadian dollar is the functional currency for our Canadian restaurant operations. Revenue and expense accounts are translated into U.S. dollars using the average exchange rates during the reporting period. Assets and liabilities are translated using the exchange rates in effect at the reporting period end date. Equity accounts are translated at historical rates, except for the change in retained earnings which is the result of the income statement translation process. Translation gains and losses are reported as a separate component in our consolidated statements of comprehensive income and would only be realized upon the sale or upon complete or substantially complete liquidation of the business. Gains and losses from foreign currency transactions are recognized in our consolidated statements of income in interest and other expense, net. Recent Accounting Pronouncements Recently Adopted Accounting Standards In August 2018, the 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. 74 Table of Contents ​ We adopted FASB ASC Topic 842, Leases, as of January 2, 2019, using the alternative transition method and recorded a cumulative effect adjustment to beginning retained earnings without restating prior periods. We elected the package of practical expedients which allowed us to carry forward our historical lease classification, our assessment of whether a contract is or contains a lease and our initial direct costs for any leases that existed prior to adoption of the new standard. In addition, we elected the short-term lease exclusion and the hindsight practical expedient, which lengthened the lease term for certain of our leases to include renewal options. Adoption of the new standard resulted in the recognition of operating lease assets and liabilities of $ 975.1 million and $ 1,045.4 million, respectively, and a reduction to retained earnings of $ 41.5 million, net of tax. All prior lease-related balances of $ 39.2 million of prepaid rent, $ 140.2 million in property and equipment, net, $ 6.2 million of intangible assets, net, $ 82.1 million of deferred rent liabilities and $ 118.7 million of deemed landlord financing were reclassified into operating lease assets or eliminated upon ASC 842 adoption. Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update ("ASU") 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which is intended to simplify the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity. This pronouncement is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. The guidance allows for either full retrospective adoption or modified retrospective adoption. We plan to adopt this pronouncement for our fiscal year beginning December 30, 2020 utilizing the modified retrospective method. Depending on the future value of our stock price, the adoption of this standard could have a material impact on our additional paid-in capital and retained earnings balances due to the elimination of the beneficial conversion feature provision. ​ 2. Acquisition On October 2, 2019 (the “Closing Date” or “Closing”), we completed the acquisition of North Italia and the remaining business of Fox Restaurant Concepts LLC, including Flower Child and all other FRC brands. North Italia is a restaurant company that operated 21 locations across ten states and Washington D.C. as of the Closing Date. FRC is a multi-concept restaurant company that operated 10 concepts with 47 locations across eight states and Washington D.C. as of the Closing Date. 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 have concluded that the Acquisition represents a single business combination of related businesses under common control within the scope of ASC Topic 805, Business Combinations. The acquisition date was determined to be the Closing Date, which was the date we obtained control by legally transferring the consideration for the remaining ownership interests, acquiring the assets and assuming the liabilities of North Italia and the remaining FRC business. The Acquisition, which we expect will accelerate and diversify our revenue growth, was completed for consideration consisting of the following components: $ 288.1 million in cash at Closing, which was primarily funded by drawing on our credit facility; assumption of $ 10.0 million in debt previously owed by FRC to us; a $ 12.0 million indemnity escrow amount specifically related to North Italia due ratably over two years ; and $ 45.0 million of deferred consideration due ratably over four years (including a $ 13.0 million indemnity escrow amount specifically related to the remaining FRC businesses). The assumption of debt previously owed by North Italia to us represents the effective settlement of a preexisting relationship. Since we determined the loans were at market terms, the debt assumed was treated as purchase consideration, and no gain or loss was recorded. The acquisition agreement also included a contingent consideration provision, a portion of which was considered part of the acquisition consideration, and the remainder of which was considered future compensation expense. The acquisition-date fair values for the acquisition consideration and future compensation expense were $ 12.8 million and $ 7.3 million, respectively, determined utilizing a Monte Carlo model based on estimated future revenues, margins and volatility factors, among other variables and estimates. The contingent consideration, which has no maximum payment, is payable on the fifth anniversary of the Closing Date and is based on achievement of revenue and profitability targets for the FRC brands other than North Italia and Flower Child with considerations made in the event we undergo a change in control or divest any FRC brand (other than North Italia and Flower Child) during the five years after Closing. We are also required to provide financing to FRC in an amount sufficient to support achievement of these targets during the five years after Closing. Since the Acquisition represents a business combination achieved in stages, we remeasured our previously-held equity interests in North Italia and Flower Child immediately before the acquisition to acquisition-date fair value of $ 122.0 million and recognized a resulting gain of $ 52.7 million which is included in gain/(loss) on investments in unconsolidated affiliates in our consolidated statements of operations. The fair value of the previously-held interests was determined using a discounted cash flow model based on estimated future revenues, margins and discount rates, among other variables and estimates. 75 Table of Contents ​ The following table summarizes the calculation of goodwill, as finalized in the first quarter of fiscal 2020, based on the excess of consideration transferred and the fair value of the previously held equity interests over the fair value of the assets acquired and liabilities assumed (in thousands). ​ ​ ​ ​ Purchase consideration: ​ ​ ​ Cash at closing ​ $ 288,089 Assumption of debt previously owed by FRC ​ 10,000 Deferred payments ​ 53,471 Contingent consideration ​ 12,786 Consideration transferred ​ 364,346 Fair value of previously-held equity interests ​ 122,000 Total ​ 486,346 Less net assets acquired: ​ ​ Current assets ​ ​ 23,682 Property and equipment ​ 84,360 Intangible assets ​ 336,280 Operating lease assets ​ 223,455 Other assets ​ 5,842 Current liabilities ​ ( 64,814 ) Operating lease liabilities ​ ( 202,433 ) Other noncurrent liabilities ​ ( 883 ) Total net assets acquired ​ 405,489 Goodwill ​ $ 80,857 ​ Goodwill is related to the benefits expected as result of the Acquisition, including acceleration and diversification of our revenue growth. $ 29.2 million of the goodwill recorded as part of our purchase accounting entries related to North Italia. During fiscal 2020, we recorded goodwill impairment expense of $ 79.4 million. (See Note 8 for further discussion of our goodwill assessment and resulting impairment charge.) $ 74.2 million of goodwill is expected to be deductible for tax purposes. Property and equipment will be depreciated over useful lives of 3 years to 30 years . The fair value of acquired property and equipment was determined under a trended original cost approach utilizing variables and estimates such as useful lives, hold factors and economic obsolescence. Intangible assets acquired primarily consist of trade names and trademarks that were assigned indefinite lives based on the expected use of the assets and the regulatory and economic environment within which they are being used. The fair value of the acquired intangible assets was determined utilizing the relief from royalty method based on estimated future revenues, royalty rates and discount rates, among other variables and estimates. During fiscal 2020, we recorded impairment expense of $ 103.3 million related to the acquired intangible assets. (See Note 8 for further discussion of our intangible asset assessment and resulting impairment charge.) Operating lease assets include values associated with favorable and unfavorable market leases that will amortize over a weighted-average period of 15.2 years. The fair value of the operating lease assets was derived using an income approach based on market transaction data and estimated discount rates, among other variables and estimates. During fiscal 2020 and 2019, we incurred $ 2.7 million and $ 5.3 million of costs, respectively, to effect and integrate the Acquisition. These costs were expensed in accordance with ASC 805 and are included in acquisition-related costs in our consolidated statements of operations. 76 Table of Contents ​ Pro Forma Results of Operations (unaudited) The following pro forma results of operations for fiscal 2019 and 2018 give effect to the Acquisition as if it had occurred on January 2, 2018 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2019 2018 ​ ​ ​ ​ ​ ​ ​ Revenues $ 2,732,901 $ 2,579,019 Net income ​ 74,949 ​ 80,800 Net income per share: ​ ​ ​ Basic ​ ​ 1.71 ​ 1.79 Diluted ​ $ 1.68 ​ $ 1.75 ​ The above pro forma information includes combined North Italia and FRC actual revenues and net loss of $ 92.0 million and $ 1.5 million, respectively, contributed post acquisition in fiscal 2019. The most significant adjustments included in the pro forma financial information are the elimination of the gain/(loss) on our previously-held equity interests in North Italia and Flower Child, elimination of transaction costs, increased interest expense associated with debt incurred to fund the Acquisition, elimination of historical FRC interest expense and corresponding income tax effects. In the opinion of the Company’s management, the unaudited pro forma financial information includes all significant necessary adjustments that can be factually supported to reflect the effects of the Acquisition and related transactions. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what our actual results of operations would have been had the Acquisition and related transactions been completed as of January 2, 2018 or that may be achieved in the future. ​ 3. 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 77 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 ​ Level 1 Level 2 Level 3 Assets/(Liabilities) ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation assets ​ $ 83,485 ​ $ — ​ $ — Non-qualified deferred compensation liabilities ​ ​ ( 83,702 ) ​ ​ — ​ ​ — Acquisition-related deferred consideration ​ ​ — ​ ​ ( 38,119 ) ​ ​ — Acquisition-related contingent consideration and compensation liabilities ​ ​ — ​ ​ — ​ ​ ( 7,465 ) Interest rate swap ​ ​ — ​ ​ ( 4,591 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ) ​ Changes in the fair value of non-qualified deferred compensation assets and liabilities are recognized in interest and other expense, net in our consolidated statements of income. Changes in the fair value of the acquisition-related deferred and contingent consideration and compensation liabilities are recognized in acquisition-related contingent consideration, compensation and amortization (benefit)/expenses in our consolidated statements of income. See Note 12 for information regarding the financial statement classification of fair value changes in our interest rate swap. 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 $ 32.0 million at December 29, 2020 and $ 0 to $ 69.2 million at December 31, 2019. 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, January 1, 2019 ​ $ — Acquisition-date fair value ​ 12,786 Change in fair value ​ 432 Balance, December 31, 2019 ​ ​ 13,218 Change in fair value ​ ​ ( 5,753 ) Balance, December 29, 2020 ​ $ 7,465 ​ The change in the fair value of the contingent consideration during fiscal 2020 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. ​ ​ 78 Table of Contents ​ 4. Accounts and Other Receivables Accounts and other receivables consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 ​ ​ ​ ​ ​ ​ ​ Gift card distributors (1) ​ $ 26,046 ​ $ 38,947 Bakery customers ​ ​ 16,176 ​ ​ 21,568 Insurance providers ​ ​ 8,991 ​ ​ 9,646 Delivery partner ​ 8,449 ​ 3,628 Other ​ ​ 16,125 ​ ​ 16,513 Total ​ $ 75,787 ​ $ 90,302 (1) The decrease in receivables from gift card distributors stems from the impact of the COVID-19 pandemic on our business . ​ 5. Inventories Inventories consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 Restaurant food and supplies ​ $ 24,282 ​ $ 25,057 Bakery finished goods and work in progress (1) ​ 7,861 ​ 16,000 Bakery raw materials and supplies ​ 7,145 ​ 6,168 Total ​ $ 39,288 ​ $ 47,225 (1) The decrease in bakery finished goods and work in progress inventories is due to strong demand coupled with manufacturing disruptions resulting from the COVID-19 pandemic . ​ 6. Prepaid Expenses Prepaid expenses consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 ​ ​ ​ ​ ​ ​ ​ Gift card contract assets ​ $ 17,955 ​ $ 23,172 Other ​ 17,355 ​ 20,774 Total ​ $ 35,310 ​ $ 43,946 ​ ​ 7. Property and Equipment Property and equipment consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 ​ ​ ​ ​ ​ ​ ​ Land and related improvements ​ $ 15,852 ​ $ 15,852 Buildings ​ 44,049 ​ 44,049 Leasehold improvements ​ 1,154,400 ​ 1,158,467 Furnishings, fixtures and equipment ​ 530,614 ​ 548,075 Computer software and equipment ​ 51,678 ​ 55,614 Restaurant smallwares ​ 34,009 ​ 34,653 Construction in progress ​ 46,486 ​ 23,732 ​ ​ ​ ​ ​ ​ ​ Property and equipment, total ​ 1,877,088 ​ 1,880,442 Less: Accumulated depreciation ​ ( 1,102,951 ) ​ ( 1,048,843 ) Property and equipment, net ​ $ 774,137 ​ $ 831,599 ​ 79 Table of Contents ​ Depreciation expenses related to property and equipment for fiscal 2020, 2019 and 2018 were $ 91.1 million, $ 88.0 million and $ 93.3 million, respectively. Repair and maintenance expenses for fiscal 2020, 2019 and 2018 were $ 56.6 million, $ 56.3 million and $ 55.2 million, respectively. Net expense for property and equipment disposals was $ 0.6 million, $ 0.9 million and $ 2.1 million, in fiscal 2020, 2019 and 2018, respectively. ​ 8. Intangible Assets, net The following table presents components of intangible assets, net (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 Indefinite-lived intangible assets: ​ ​ ​ ​ Goodwill ​ $ 1,451 ​ $ 78,355 Trade names and trademarks ​ ​ 233,676 ​ ​ 337,027 Transferable alcoholic beverage licenses ​ 7,753 ​ 8,575 Total indefinite-lived intangible assets ​ 242,880 ​ 423,957 Definite-lived intangible assets, net: ​ ​ ​ ​ Licensing agreements ​ 7,320 ​ 10,060 Non-transferable alcoholic beverage licenses ​ 2,960 ​ 3,190 Total definite-lived intangible assets ​ 10,280 ​ 13,250 Total intangible assets, net ​ $ 253,160 ​ $ 437,207 ​ Amortization expenses related to our definite-lived intangible assets were $ 0.7 million, $ 0.3 million and $ 0.6 million for fiscal 2020, 2019 and 2018, respectively. Definite-lived intangible assets will be amortized over one to 55 years . ​ 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 goodwill, trade names, trademarks and licensing agreements 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 approach using a discounted cash flow analysis and the market capitalization approach. The fair value of the trade names, trademarks and licensing agreements 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, discount rates and royalty rates. Accordingly, actual results could vary significantly from such estimates. ​ Based on the results of this assessment, we recorded goodwill impairment expense related to the Other FRC, North Italia and Flower Child operating segments of $ 33.8 million, $ 27.7 million and $ 17.9 million, respectively. In addition, we recorded impairment expense of $ 101.0 million and $ 2.3 million related to trade names and trademarks, and licensing agreements, respectively. 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. We performed our annual assessment of indefinite-lived intangible assets as of the first day of our fiscal fourth quarter and concluded as of the date of the test that there was no further impairment of these assets, other than $ 0.4 million of expense related to transferable alcoholic beverage licenses. ​ 9. Other Assets Other assets consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation assets ​ $ 83,485 ​ $ 77,228 Deferred income taxes ​ ​ 37,885 ​ ​ 3,375 Other ​ ​ 6,001 ​ ​ 5,693 Total ​ $ 127,371 ​ $ 86,296 ​ ​ 80 Table of Contents ​ 10. Gift Cards The following tables present information related to gift cards (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 Gift card liabilities: ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 187,978 $ 172,336 Activations ​ 110,670 ​ 158,099 Redemptions and breakage ​ ( 113,993 ) ​ ( 142,457 ) Ending balance ​ $ 184,655 $ 187,978 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 ​ ​ ​ ​ ​ ​ ​ Gift card contract assets (1) : ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 23,172 $ 23,388 Deferrals ​ 12,348 ​ 18,378 Amortization ​ ( 17,565 ) ​ ( 18,594 ) Ending balance ​ $ 17,955 $ 23,172 (1) Included in prepaid expenses on the consolidated balance sheets. ​ The significant declines in activations, redemptions and breakage during fiscal 2020 compared to fiscal 2019 stem from the impact of the COVID-19 pandemic on our business. ​ ​ 11. Other Accrued Expenses Other accrued expenses consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 ​ ​ ​ ​ ​ ​ ​ Self-insurance ​ $ 62,567 ​ $ 68,427 Salaries and wages (1) ​ 37,124 ​ 56,774 Staff member benefits ​ 26,686 ​ 25,044 Payroll and sales taxes (2) ​ 24,316 ​ 22,822 Deferred consideration ​ ​ 16,740 ​ ​ 16,740 Other ​ 43,028 ​ 46,775 Total ​ $ 210,461 ​ $ 236,582 (1) The decrease in accrued salaries and wages is due to lower labor expenses in the COVID-19 pandemic operating environment. (2) The increase in accrued payroll and sales taxes represents the allowed deferral of certain payroll taxes under the CARES Act, partially offset by lower payroll taxes due to reduced salaries and wages. ​ 12. Long-Term Debt On July 30, 2019, we entered into a Third Amended and Restated Loan Agreement (the “Facility”) which amended and restated 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. ​ 81 Table of Contents ​ 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 quarter 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 Amended Facility. Our obligations under the Amended Facility are unsecured, and certain of our material subsidiaries have guaranteed these obligations. During the fourth quarter of fiscal 2020, we repaid a portion of the outstanding balance on the Amended Facility such that at December 29, 2020, we had net availability for borrowings of $ 96.6 million, based on a $ 280.0 million outstanding debt balance and $ 23.4 million in standby letters of credit. Our Liquidity balance was $ 249.5 million at December 29, 2020, and we were in compliance with all covenants under the Amended Facility in effect at that date. ​ We capitalized interest expense related to new restaurant openings and major remodels totaling $ 0.8 million, $ 0.6 million and $ 0.4 million in fiscal 2020, 2019 and 2018, respectively. ​ 82 Table of Contents ​ 13. Leases ​ Components of lease expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2020 2019 Operating ​ $ 129,431 ​ $ 112,048 Variable ​ ​ 58,863 ​ 66,689 Short-term ​ ​ 414 ​ 368 Total ​ $ 188,708 ​ $ 179,105 ​ Rent expense on all operating leases (under ASC 840) was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2018 Straight-lined minimum base rent ​ $ 83,999 Contingent rent ​ 20,147 Common area maintenance and taxes ​ 39,961 Total ​ $ 144,107 ​ Supplemental information related to leases (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ ​ 2020 ​ 2019 ​ ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 115,273 ​ $ 103,210 ​ ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ ​ 46,068 ​ ​ 262,421 ​ (1) Weighted-average remaining lease term — operating leases (in years) ​ ​ 16.2 ​ ​ 16.6 ​ ​ Weighted-average discount rate — operating leases ​ ​ 5.1 % ​ 5.2 ​ % (1) Includes $ 223.5 million in right-of-use assets related to the Acquisition. (See Note 2 for further discussion of the Acquisition.) ​ As of December 29, 2020, the maturities of our operating lease liabilities were as follows (in thousands): ​ ​ ​ ​ ​ 2021 ​ $ 135,801 2022 ​ 128,707 2023 ​ 126,925 2024 ​ 127,012 2025 ​ ​ 126,660 Thereafter ​ 1,395,083 Total future lease payments ​ ​ 2,040,188 Less: Interest ​ ​ ( 683,347 ) Present value of lease liabilities ​ $ 1,356,841 ​ Operating lease liabilities include $ 840.5 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $ 130.5 million of legally binding minimum lease payments for leases signed but not yet commenced. ​ 14. 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 December 29, 2020, the interest rate swap agreement was an effective hedging agreement. ​ 83 Table of Contents ​ Our only derivative is the aforementioned interest rate swap, which is designated as a cash flow hedge. Therefore, changes in fair value are initially included as a component of accumulated other comprehensive loss (AOCL) and subsequently reclassified to earnings as interest expense when the hedged forecasted transaction occurs. Any 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. ​ At December 29, 2020, the fair value of our interest rate swap was a liability of $ 4.6 million and was included in other noncurrent liabilities in the consolidated balance sheet. We reclassified $ 1.1 million out of AOCL in fiscal 2020 for the monthly settlement of the interest rate swap. No gains or losses representing amounts excluded from the assessment of effectiveness were recognized in earnings during fiscal 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 ​ ( 4,612 ) Amounts reclassified from AOCL ​ 1,148 Other comprehensive loss, net of tax ​ ( 3,464 ) Balance, December 29, 2020 ​ $ ( 3,464 ) ​ We classified this interest rate swap within Level 2 of the valuation hierarchy described in Note 3. 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. ​ 15. Other Noncurrent Liabilities Other noncurrent liabilities consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation liabilities ​ $ 83,702 ​ $ 76,255 Deferred consideration ​ ​ 21,379 ​ ​ 37,193 Contingent consideration and compensation liabilities ​ ​ 7,465 ​ ​ 13,218 Payroll taxes (1) ​ ​ 18,308 ​ ​ — Other ​ 18,871 ​ 13,882 Total ​ $ 149,725 ​ $ 140,548 (1) Represents the allowed deferral of certain payroll taxes under the CARES Act. ​ 16. Commitments and Contingencies Purchase obligations, which include inventory purchases, equipment purchases, information technology and other miscellaneous commitments, were $ 91.6 million and $ 118.2 million at December 29, 2020 and December 31, 2019, respectively. These purchase obligations are primarily due within three years and recorded as liabilities when goods are received or services rendered. Real estate obligations, which include construction commitments, net of up-front landlord construction contributions, and legally binding minimum lease payments for leases signed but not yet commenced, were $ 130.5 million and $ 176.1 million at December 29, 2020 and December 31, 2019, respectively. 84 Table of Contents ​ The Acquisition purchase price included a $ 12 million indemnity escrow amount specifically related to North Italia due ratably over two years , $ 6.0 million of which was paid in fiscal 2020; and $ 45 million of deferred consideration due ratably over four years (including a $ 13 million indemnity escrow amount specifically related to the remaining FRC businesses), $ 11.3 million of which was paid in fiscal 2020. The acquisition agreement also included a contingent consideration provision which is payable on the fifth anniversary of the Closing Date and is based on achievement of revenue and profitability targets for the FRC brands other than North Italia and Flower Child with considerations made in the event we undergo a change in control or divest any FRC brand (other than North Italia and Flower Child) during the five years after Closing. We are also required to provide financing to FRC in an amount sufficient to support achievement of these targets during the five years after Closing. (See Note 2 for further discussion of the Acquisition.) As credit guarantees to insurers, we had $ 23.4 million and $ 19.4 million at December 29, 2020 and December 31, 2019, respectively, in standby letters of credit related to our self-insurance liabilities. All standby letters of credit are renewable annually. We retain the financial responsibility for a significant portion of our risks and associated liabilities with respect to workers’ compensation, general liability, staff member health benefits, employment practices and other insurable risks. The accrued liabilities associated with these programs are based on our estimate of the ultimate costs to settle known claims, as well as claims incurred but not yet reported to us (“IBNR”) as of the balance sheet date. The total accrued liability for our self-insured plans was $ 62.6 million and $ 68.4 million at December 29, 2020 and December 31, 2019, respectively. 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. 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. We have employment agreements with certain of our executive officers that provide for payments to those officers in the event of an actual or constructive termination of their employment, including in the event of a termination without cause, an acquirer failure to assume or continue equity awards following a change in control of the Company or, otherwise, in the event of death or disability as defined in those agreements. Aggregate payments totaling approximately $ 3.1 million, excluding accrued potential bonuses of $ 0.9 million, which are subject to approval by the Compensation Committee, would have been required by those agreements had all such officers terminated their employment for reasons requiring such payments as of December 29, 2020. In addition, the employment agreement with our Chief Executive Officer specifies an annual founder’s retirement benefit of $ 650,000 for ten years , commencing six months after termination of his full-time employment. ​ 85 Table of Contents ​ 17. Stockholders’ Equity and Series A Convertible Preferred Stock Common Stock - Dividends and Share Repurchases To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our Amended Facility, in March 2020, our Board suspended the quarterly dividend on our common stock, as well as share repurchases. Prior to this suspension, our Board declared cash dividends of $ 0.36 per common share for the first quarter of fiscal 2020. Cash dividends of $ 1.38 and $ 1.24 per common share were declared during fiscal 2019 and 2018, respectively. 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 Amended Facility and applicable law, and such other factors that the Board considers relevant. (See Note 12 for further discussion of our long-term debt.) 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 $ 1,696.7 million through December 29, 2020. During fiscal 2020, 2019 and 2018, we repurchased 0.1 million, 1.1 million and 2.3 million shares of our common stock at a cost of $ 3.6 million, $ 51.0 million and $ 109.3 million, respectively. Our objectives with regard to 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. Repurchased common stock is reflected as a reduction of stockholders’ equity in treasury stock. 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. Future decisions to repurchase shares are at the discretion of the Board and are 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 Acquisition, our share price and current market conditions. (See Note 2 for further discussion of the Acquisition.) The timing and number of shares repurchased are also subject to legal constraints and financial covenants under the Amended Facility that limit share repurchases based on a defined ratio. (See Note 12 for further discussion of our long-term debt.) ​ 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, par value $0.01 per share (the “Series A 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, a commitment fee and other offering-related expenses. These direct and incremental costs reduced the Series A preferred stock balance at the issuance date and were recognized through retained earnings on June 30, 2020, the first measurement date. ​ The Series A 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 Series A preferred stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price (without giving effect to the commitment fee), plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the amount that the holder of the Series A preferred stock would have been entitled to receive at such time if the Series A preferred stock were converted into common stock. At December 29, 2020, the Liquidation Preference was $ 1,042.66 per share. ​ Dividend Rights ​ The holders of Series A preferred stock 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. Such holders are also entitled to participate in dividends declared or paid on our common stock on an as-converted basis. We recorded in-kind dividends of $ 13.5 million during fiscal 2020. ​ 86 Table of Contents ​ Conversion Rights ​ Each holder 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 if they occur on or prior to April 19, 2021. As of December 29, 2020, the number of common shares that would be required to be issued upon conversion of the outstanding shares of Series A preferred stock was 9.4 million. 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 Series A 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. We have the right to settle any conversion in cash. As of December 29, 2020, the Series A preferred stock was convertible into approximately 17.1 % of our outstanding common stock, on an as-converted basis. ​ 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 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. ​ We determined that the nature of the Series A 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 Series A preferred stock. As such, the conversion options were not required to be bifurcated from the host under FASB Accounting Standards Codification (“ASC 815”), Derivatives and Hedging. We also determined that the Series A preferred stock did not contain a beneficial conversion feature (“BCF”) upon issuance. However, the associated dividends for fiscal 2020 generated a BCF of $ 4.8 million based on the fair value of our stock price on the commitment date (the date the dividends were declared to be paid in-kind) as compared to the conversion price. Any BCF determined to exist is recorded as a debit to retained earnings and an increase to preferred stock. ​ Redemption Rights ​ On and after October 20, 2027, holders of the Series A preferred stock have the right to require redemption of all or any part of the Series A 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 of Series A preferred stock, all of the outstanding shares of Series A 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 Series A preferred stock were converted into common stock. We may redeem any or all of the Series A 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 Series A preferred stock immediately prior to and in lieu of such redemption. To the extent such holder elects to convert the Series A 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 Series A preferred stock. ​ Since the redemption of the Series A preferred stock is contingently redeemable and therefore not certain to occur, the Series A preferred stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A 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 Series A preferred stock separately from stockholders’ equity in the consolidated balance sheets. ​ As noted above, we determined that the nature of the Series A 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 Series A 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. ​ 87 Table of Contents ​ Voting Rights ​ Holders of Series A preferred stock are generally entitled to vote with the holders of the common stock on an as-converted basis. Holders of Series A 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 Series A preferred stock, issuances of securities that are senior to, or equal in priority with, the Series A preferred stock and certain business combinations and binding or statutory share exchanges or reclassification involving the Series A preferred stock unless such events do not adversely affect the rights, preferences or voting powers of such preferred stock. In addition, for so long as the holders of Series A preferred stock hold record and beneficial ownership of 25 % of the Series A preferred stock issued to them, such holders will have the right to designate one member to our board of directors. If the holders cease to have such designation right, for so long as the holders have record and beneficial ownership of shares of common stock issued upon conversion of the Series A preferred stock that constitute at least 5 % of the outstanding common stock, the holders will have the right to nominate one person for election to our board of directors. ​ 18. Stock-Based Compensation We maintain stock-based incentive plans 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. Our current practice is to issue new shares, rather than treasury shares, upon stock option exercises, for restricted share grants and upon vesting of restricted share units. To date, we have only granted non-qualified stock options, restricted shares and restricted share units of common stock under these plans. On April 5, 2017, our Board approved an amendment to our 2010 Stock Incentive Plan to increase the number of shares of common stock reserved for grant under the plan to 12.7 million shares from 9.2 million shares. This amendment was approved by our stockholders at our annual meeting held on June 8, 2017. On April 4, 2019, our Board adopted The Cheesecake Factory Incorporated Stock Incentive Plan. This plan was approved by our stockholders at our annual meeting held on May 30, 2019. The maximum number of shares of common stock available for grant under this plan is 4.8 million shares plus 1.8 million shares, which, as of May 30, 2019, were available for issuance under our 2010 Stock Incentive Plan, plus 1.9 million shares which may become available for issuance under The Cheesecake Factory Incorporated Stock Incentive Plan due to forfeiture or lapse of awards under our 2010 Stock Incentive Plan following May 30, 2019. Approximately 4.9 million of these shares were available for grant as of December 29, 2020. Stock options generally vest at 20 % per year and expire eight to ten years from the date of grant. Restricted shares and restricted share units generally vest between three to five years from the date of grant and require that the staff member remains employed in good standing with the Company as of the vesting date. Certain restricted share units granted to executive officers contain performance-based vesting conditions. Performance goals are determined by the Board of Directors. The quantity of units that will vest ranges from 0 % to 150 % based on the level of achievement of the performance conditions. Equity awards for certain executive officers may vest earlier in the event of a change of control in which the acquirer fails to assume or continue such awards, as defined in the plan, or under certain circumstances described in such executive officers’ respective employment agreements. Compensation expense is recognized only for those options, restricted shares and restricted share units expected to vest, with forfeitures estimated based on our historical experience and future expectations. 88 Table of Contents ​ The following table presents information related to stock-based compensation, net of forfeitures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 2019 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Labor expenses ​ $ 7,753 ​ $ 6,233 ​ $ 5,681 Other operating costs and expenses ​ 309 ​ 274 ​ 287 General and administrative expenses ​ 13,288 ​ 12,866 ​ 14,020 Total stock-based compensation ​ 21,350 ​ 19,373 ​ 19,988 Income tax benefit ​ 5,245 ​ 4,760 ​ 4,987 Total stock-based compensation, net of taxes ​ $ 16,105 ​ $ 14,613 ​ $ 15,001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capitalized stock-based compensation (1) ​ $ 207 ​ $ 226 ​ $ 262 (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. ​ Stock Options The weighted-average fair value at the grant date for options issued during fiscal 2020, 2019 and 2018 was $ 6.66 , $ 9.84 and $ 11.62 per share, respectively. The fair value of options was estimated utilizing the Black-Scholes valuation model with the following weighted-average assumptions for fiscal 2020, 2019 and 2018, respectively: (a) an expected option term of 6.9 years in all fiscal years presented, (b) expected stock price volatility of 25.7 %, 26.3 % and 27.8 %, (c) a risk-free interest rate of 1.5 %, 2.6 % and 2.8 %, and (d) a dividend yield on our stock of 3.6 %, 2.9 % and 2.5 %. The expected option term represents the estimated period of time until exercise and is based on historical experience of similar options, giving consideration to the contractual terms, vesting schedules and expectations of future staff member behavior. Expected stock price volatility is based on a combination of the historical volatility of our stock and the implied volatility of actively traded options on our common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with an equivalent remaining term. The dividend yield is based on anticipated cash dividend payouts. Stock option activity during fiscal 2020 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ Aggregate ​ ​ ​ ​ Average ​ Contractual ​ Intrinsic ​ Shares Exercise Price Term Value (1) ​ ​ (In thousands) ​ (Per share) ​ (In years) ​ (In thousands) Outstanding at beginning of year ​ 1,829 ​ $ 47.32 ​ 4.3 ​ $ 844 Granted 654 ​ $ 40.16 ​ ​ ​ ​ ​ Exercised ( 18 ) ​ $ 34.38 ​ ​ ​ ​ ​ Forfeited or cancelled ( 171 ) ​ $ 47.75 ​ ​ ​ ​ ​ Outstanding at end of year ​ 2,294 ​ $ 45.35 ​ 5.0 ​ $ 307 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at end of year 1,121 ​ $ 46.77 ​ 2.4 ​ $ 307 (1) Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal year 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 year-end date. The total intrinsic value of options exercised during fiscal 2020, 2019 and 2018 was $ 0.1 million, $ 4.3 million and 6.2 million, respectively. As of December 29, 2020, total unrecognized stock-based compensation expense related to unvested stock options was $ 7.0 million, which we expect to recognize over a weighted-average period of approximately 3.3 years. 89 Table of Contents ​ Restricted Shares and Restricted Share Units Restricted share and restricted share unit activity during fiscal 2020 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Fair ​ Shares Value ​ ​ (In thousands) ​ (Per share) Outstanding at beginning of year ​ 1,764 ​ $ 47.76 Granted 763 ​ $ 37.94 Vested ( 316 ) ​ $ 49.35 Forfeited ( 203 ) ​ $ 48.54 Outstanding at end of year ​ 2,008 ​ $ 43.70 ​ 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 fiscal 2020, 2019 and 2018 was $ 37.94 , $ 45.02 and $ 48.22 , respectively. The fair value of shares that vested during fiscal 2020, 2019 and 2018 was $ 15.6 million, $ 15.8 million and $ 17.8 million, respectively. As of December 29, 2020, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 36.0 million, which we expect to recognize over a weighted-average period of approximately 2.9 years. ​ 19. Employee Benefit Plans We have defined contribution benefit plans in accordance with section 401(k) of the Internal Revenue Code (“401(k) Plans”) that are open to our staff members who meet certain compensation and eligibility requirements. Participation in the 401(k) Plans is currently open to staff members from our restaurant concepts, bakery facilities, corporate office and FRC headquarters. The 401(k) Plans allow participating staff members to defer the receipt of a portion of their compensation and contribute such amount to one or more investment options. Our executive officers and a select group of management and/or highly compensated staff members are not eligible to participate in the 401(k) Plans. We currently match in cash a certain percentage of the staff member contributions to the 401(k) Plans and also pay a portion of the administrative costs. Expense recognized in fiscal 2020, 2019 and 2018 was $ 1.8 million, $ 1.2 million and $ 1.0 million, respectively. We have also established non-qualified deferred compensation plans (“Non-Qualified Plans”) for our executive officers and a select group of management and/or highly compensated staff members. The Non-Qualified Plans allow participating staff members to defer the receipt of a portion of their base compensation and bonuses. Non-employee directors may also participate in the Non-Qualified Plans and defer the receipt of their earned director fees. We currently match in cash a certain percentage of the staff member contributions to the Non-Qualified Plans and also pay for the administrative costs. We do not match any contributions made by non-employee directors. Expense recognized in fiscal 2020, 2019 and 2018 was $ 1.3 million, $ 1.2 million and $ 1.3 million, respectively. While we are under no obligation to fund Non-Qualified Plan liabilities (in whole or in part), our current practice is to maintain company-owned life insurance contracts and other investments that are specifically designed to informally fund savings plans of this nature. These contracts are recorded at their cash surrender value as determined by the insurance carrier. Our consolidated balance sheets reflect investments in other assets and our obligation to participants in the Non-Qualified Plans in other noncurrent liabilities. All gains and losses related to our non-qualified deferred compensation assets and liabilities are reflected in interest and other expense, net in our consolidated statements of income. We maintain self-insured medical and dental benefit plans for our staff members. The accrued liabilities associated with these programs are based on our estimate of the ultimate costs to settle known claims as well as claims incurred but not yet reported to us as of the balance sheet date. The accrued liability for our self-insured benefit plans, which is included in other accrued expenses, was $ 14.8 million and $ 10.8 million as of December 29, 2020 and December 31, 2019, respectively. (See Note 1 for further discussion of accounting for our self-insurance liabilities.) ​ 90 Table of Contents ​ 20. Income Taxes The provision for income taxes consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 2019 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/Income before income taxes ​ $ ( 356,036 ) ​ $ 140,334 ​ $ 107,411 Income tax (benefit)/provision: ​ ​ ​ ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ ( 38,414 ) ​ $ 8,211 ​ $ 5,082 State ​ 2,971 ​ 7,027 ​ 8,804 Total current ​ ( 35,443 ) ​ 15,238 ​ 13,886 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ( 52,607 ) ​ ( 3,695 ) ​ ( 4,549 ) State ​ ( 14,621 ) ​ 1,498 ​ ( 961 ) Total deferred ​ ( 67,228 ) ​ ( 2,197 ) ​ ( 5,510 ) Total (benefit)/provision ​ $ ( 102,671 ) ​ $ 13,041 ​ $ 8,376 ​ The following reconciles the U.S. federal statutory rate to the effective tax rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 2019 2018 ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State and district income taxes, net of federal benefit 2.6 ​ 4.9 ​ 6.1 ​ Credit for FICA taxes paid on tips 2.1 ​ ( 12.8 ) ​ ( 16.5 ) ​ Other credits and incentives 0.3 ​ ( 1.4 ) ​ ( 2.5 ) ​ Impact of net operating loss carryback 3.4 ​ — ​ — ​ Deferred compensation 0.6 ​ ( 1.7 ) ​ 0.8 ​ Equity compensation ​ ( 0.4 ) ​ ( 0.2 ) ​ ( 1.5 ) ​ Other ( 0.8 ) ​ ( 0.5 ) ​ 0.4 ​ Effective tax rate 28.8 % 9.3 % 7.8 % ​ On March 27, 2020, 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”). We expect to carry back our fiscal 2020 net operating loss and claim 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 $ 36 million. The effects of these claims were included in our provision for income taxes using estimates based on the best information available at the time we prepared our consolidated financial statements. Legislative and judicial developments relating to these provisions may evolve and the actual effects of these claims may differ from our estimates, which, in turn, may result in adjustments to our effective tax rate. ​ The CARES Act also allowed eligible employers to defer the remittance of certain FICA taxes otherwise payable during calendar year 2020 and remit half of such deferred amounts on or before December 31, 2021 and half on or before December 31, 2022. We deferred approximately $ 36.6 million of FICA tax remittances under this provision. We plan to remit the first half of the deferred amount within 8.5 months of year-end 2020 (or by the date we file our 2020 tax return, if earlier) in order to secure a fiscal 2020 tax deduction. The effects of this planned remittance have been included in our fiscal 2020 provision for income taxes. We may, however, elect to remit the total amount of deferred FICA tax within 8.5 months of year-end 2020 (or by the date we file our 2020 tax return, if earlier), in which case the actual benefit of our net operating loss carryback will differ from our estimate. This, in turn, would result in an adjustment to our fiscal 2021 effective tax rate. ​ 91 Table of Contents ​ Following are the temporary differences that created our deferred tax assets and liabilities (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, 2020 December 31, 2019 Deferred tax assets: ​ ​ ​ ​ ​ ​ Staff member benefits ​ $ 33,419 ​ $ 27,059 Insurance reserves ​ 11,460 ​ 14,157 Operating lease liability ​ ​ 319,274 ​ ​ 311,043 Deferred income ​ 31,119 ​ 22,725 Tax credit carryforwards ​ 37,107 ​ 15,754 Goodwill ​ 15,632 ​ — Stock-based compensation ​ ​ 9,937 ​ ​ 8,794 State and foreign net operating loss carryforwards ​ ​ 3,536 ​ ​ — Derivative asset ​ ​ 1,409 ​ ​ — Other ​ ​ 1,466 ​ ​ 1,958 Subtotal ​ 464,359 ​ 401,490 Less: Valuation allowance ​ ( 1,041 ) ​ ( 713 ) Total ​ $ 463,318 ​ $ 400,777 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Property and equipment ​ $ ( 124,634 ) ​ $ ( 133,206 ) Prepaid expenses ​ ( 7,027 ) ​ ( 8,819 ) Inventory ​ ( 7,766 ) ​ ( 7,713 ) Accrued rent ​ ​ ( 4,947 ) ​ ​ ( 4,955 ) Operating lease asset ​ ​ ( 280,845 ) ​ ​ ( 276,420 ) Other ​ ​ ( 214 ) ​ ​ ( 136 ) Total ​ $ ( 425,433 ) ​ $ ( 431,249 ) ​ ​ ​ ​ ​ ​ ​ Net deferred tax asset/(liability) ​ $ 37,885 ​ $ ( 30,472 ) ​ At December 29, 2020 and December 31, 2019, we had $ 35.6 million and $ 14.3 million, respectively, of U.S. federal credit carryforwards which begin to expire in 2038. This increase was driven primarily by our fiscal 2020 net operating loss. At December 29, 2020, we had $ 79.5 million of state net operating loss carryforwards, resulting primarily from our fiscal 2020 loss, with statutory carryforward periods ranging from 5 years to no expiration period. The earliest year that a material state new operating loss will expire in 2030. At both December 29, 2020 and December 31, 2019, we had $ 1.9 million of state hiring and investment credits which begin to expire in 2024. At December 29, 2020 and December 31, 2019, we had $ 2.7 million and $ 2.9 million, respectively, of foreign net operating loss carryforwards which begin to expire in 2038. We assess the available evidence to estimate if these carryforwards and our other deferred tax assets will be realized. We concluded that a substantial portion of our deferred tax assets are more likely than not to be realized by reversals of existing taxable temporary differences and that forecasted future taxable income, exclusive of reversing temporary differences, will result in realization of a substantial portion of the remainder. We did not need to consider tax planning strategies in this analysis. Based on this evaluation, at December 29, 2020 and December 31, 2019 we recorded a valuation allowance of $ 1.0 million and $ 0.7 million, respectively, to reflect the amount that we will likely not realize. This assessment could change if estimates of future taxable income during the carryforward period are revised. The earliest tax year still subject to examination by a significant taxing jurisdiction is 2010. ​ At December 29, 2020, we had a reserve of $ 0.7 million for uncertain tax positions. If recognized, this amount would impact our effective income tax rate. A reconciliation of the beginning and ending amount of our uncertain tax positions is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 2019 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of year ​ $ 704 ​ $ 830 ​ $ 843 Additions related to current period tax positions ​ ( 49 ) ​ 13 ​ 104 Reductions related to settlements with taxing authorities and lapses of statutes of limitations ​ — ​ ( 139 ) ​ ( 117 ) Balance at end of year ​ $ 655 ​ $ 704 ​ $ 830 ​ 92 Table of Contents ​ At December 29, 2020 and December 31, 2019, we had $ 0.3 million and $ 0.2 million, respectively of accrued interest and penalties related to uncertain tax positions. None of the balance of uncertain tax positions at December 29, 2020 relates to tax positions for which it is reasonably possible that the total amount could decrease during the next twelve months based on the lapses of statutes of limitations. ​ 21. 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 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 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. 93 Table of Contents ​ Segment information is presented below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2020 (1) 2019 (1) 2018 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory ​ $ 1,585,008 ​ $ 2,180,882 ​ $ 2,127,347 North Italia ​ ​ 102,585 ​ ​ 35,268 ​ ​ — Other FRC ​ ​ 96,856 ​ ​ 39,335 ​ ​ — Other ​ 198,776 ​ 227,207 ​ 204,984 Total ​ $ 1,983,225 ​ $ 2,482,692 ​ $ 2,332,331 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/income from operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory ​ $ 45,540 ​ $ 258,374 ​ $ 270,829 North Italia ​ ​ ( 77,371 ) ​ ​ 1,608 ​ ​ — Other FRC ​ ​ ( 77,026 ) ​ ​ 5,309 ​ ​ — Other (2) ​ ( 238,580 ) ​ ( 161,693 ) ​ ( 151,881 ) Total ​ $ ( 347,437 ) ​ $ 103,598 ​ $ 118,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory ​ $ 67,514 ​ $ 70,971 ​ $ 80,646 North Italia ​ ​ 3,608 ​ ​ 829 ​ ​ — Other FRC ​ ​ 4,090 ​ ​ 1,037 ​ ​ — Other ​ 16,203 ​ 15,296 ​ 15,330 Total ​ $ 91,415 ​ $ 88,133 ​ $ 95,976 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impairment of assets and lease termination: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory ​ $ 3,261 ​ $ 8,888 ​ $ 6,580 North Italia ​ ​ 71,782 ​ ​ — ​ ​ — Other FRC ​ ​ 73,049 ​ ​ — ​ ​ — Other ​ ​ 71,241 ​ ​ 9,359 ​ ​ 11,281 Total ​ $ 219,333 ​ $ 18,247 ​ $ 17,861 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preopening costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory ​ $ 4,206 ​ $ 9,967 ​ $ 9,247 North Italia ​ ​ 2,578 ​ ​ 1,297 ​ ​ — Other FRC ​ ​ 1,324 ​ ​ 49 ​ ​ — Other ​ 2,348 ​ ​ 1,836 ​ ​ 1,690 Total ​ $ 10,456 ​ $ 13,149 ​ $ 10,937 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory ​ $ 33,154 ​ $ 59,045 ​ $ 71,880 North Italia ​ ​ 8,436 ​ ​ 2,318 ​ ​ — Other FRC ​ ​ 3,754 ​ ​ 5,072 ​ ​ — Other ​ ​ 4,985 ​ ​ 7,330 ​ ​ 31,029 Total ​ $ 50,329 ​ $ 73,765 ​ $ 102,909 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory ​ $ 1,671,733 ​ $ 1,701,418 ​ $ 928,345 North Italia ​ ​ 270,218 ​ ​ 297,840 ​ ​ — Other FRC ​ ​ 308,866 ​ ​ 310,414 ​ ​ — Other ​ 496,237 ​ 530,921 ​ 385,788 Total ​ $ 2,747,054 ​ $ 2,840,593 ​ $ 1,314,133 (1) We completed the acquisition of North Italia and the remaining business of FRC on October 2, 2019. The results of the acquired businesses are included in our consolidated financial statements as of the acquisition date. (See Note 2 for further discussion of the Acquisition.) 94 Table of Contents ​ (2) Fiscal 2020 and fiscal 2019 include ($ 1.2 ) million and $ 6.3 million, respectively, of acquisition-related (benefit)/expenses. These amounts were recorded in acquisition-related costs and acquisition-related contingent consideration, compensation and amortization (benefit)/expenses in the consolidated statements of income. (See Note 2 for further discussion of the Acquisition.) ​ 22. Quarterly Financial Data (unaudited) Summarized unaudited quarterly financial data for fiscal 2020 and 2019 is as follows (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended: March 31, 2020 (1) June 30, 2020 (1) September 29, 2020 (1) December 29, 2020 (1) Revenues ​ $ 615,106 ​ $ 295,851 ​ $ 517,716 ​ $ 554,552 Loss from operations (2)(3) ​ $ ( 190,058 ) ​ $ ( 83,710 ) ​ $ ( 34,858 ) ​ $ ( 38,811 ) Net loss (2)(3) ​ $ ( 136,163 ) ​ $ ( 56,539 ) ​ $ ( 28,346 ) ​ $ ( 32,317 ) Net loss available to common stockholders (2)(3) ​ $ ( 136,163 ) ​ $ ( 70,490 ) ​ $ ( 33,184 ) ​ $ ( 37,270 ) Basic net loss per share (4) ​ $ ( 3.11 ) ​ $ ( 1.61 ) ​ $ ( 0.76 ) ​ $ ( 0.85 ) Diluted net loss per share (4) ​ $ ( 3.11 ) ​ $ ( 1.61 ) ​ $ ( 0.76 ) ​ $ ( 0.85 ) Cash dividends declared per common share ​ $ 0.36 ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended: April 2, 2019 July 2, 2019 October 1, 2019 December 31, 2019 (1) Revenues ​ $ 599,481 ​ $ 602,645 ​ $ 586,536 ​ $ 694,030 Income from operations (2)(3) ​ $ 30,148 ​ $ 40,099 ​ $ 26,964 ​ $ 6,387 Net income (2)(3) ​ $ 26,984 ​ $ 35,510 ​ $ 16,090 ​ $ 48,709 Basic net income per share (4) ​ $ 0.61 ​ $ 0.80 ​ $ 0.37 ​ $ 1.11 Diluted net income per share (4) ​ $ 0.60 ​ $ 0.79 ​ $ 0.36 ​ $ 1.10 Cash dividends declared per common share ​ $ 0.33 ​ $ 0.33 ​ $ 0.36 ​ $ 0.36 (1) We completed the acquisition of North Italia and the remaining business of FRC on October 2, 2019. The results of the acquired businesses are included in our consolidated financial statements as of the acquisition date. (See Note 2 for further discussion of the Acquisition.) (2) In the first, second, third and fourth quarters of fiscal 2020, loss from operations included acquisition-related (benefit)/expenses of ($ 3.2 ) million, $ 0.1 million, $ 1.4 million and $ 0.5 million, with a corresponding impact to net loss of ($ 2.4 ) million, $ 0.1 million, $ 1.1 million and $ 0.4 million, respectively. Income from operations for the third and fourth quarters of fiscal 2019 included $ 3.2 million and $ 3.1 million of acquisition-related expenses, respectively, with a corresponding impact to net income of $ 2.4 million and $ 2.3 million, respectively. These amounts were recorded in acquisition-related costs and acquisition-related contingent consideration, compensation and amortization (benefit)/expenses in the consolidated statements of income. (See Note 2 for further discussion of the Acquisition.) (3) In the first, second, third and fourth quarters of fiscal 2020, loss from operations included impairment of assets and lease termination expenses of $ 191.9 million, $ 2.4 million, $ 10.4 million and $ 14.6 million, with a corresponding impact to net loss of $ 142.0 million, $ 1.8 million, $ 7.7 million and $ 10.8 million, respectively. In the fourth quarter of fiscal 2019, income from operations included impairment of assets and lease termination expenses of $ 18.2 million, with a corresponding impact to net income of $ 13.5 million. (See Note 1 for further discussion of these charges.) (4) Net (loss)/income per share calculations for each quarter are based on the weighted-average diluted shares outstanding for that quarter and may not total to the full year amount. While seasonal fluctuations generally do not have a material impact on our quarterly results, year-over-year comparisons can be significantly impacted by the number and timing of new restaurant openings and associated preopening costs, the timing of holidays, the impact from inclement weather, other variations in revenues and expenses, and for the fiscal 2020 versus fiscal 2019 comparisons, by the impact of the COVID-19 pandemic and results of the Acquisition. Because of these and other factors, our financial results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year. ​ 23. Subsequent Events None. ​ 95 Table of Contents ​ EXHIBIT INDEX ​ Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.1 ​ Form of Reorganization Agreement(P) ​ Amend. No. 1 to Form S-1 ​ 33-479336 ​ 2.1 ​ 8/17/92 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.2 ​ Purchase Agreement, dated as of November 14, 2016, as amended by Amendment & Option Exercise Agreement, dated as of July 30, 2019, by and among The Cheesecake Factory Incorporated and the other Parties thereto # ​ 10-Q ​ 000-20574 ​ 2.1 ​ 11/8/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.3 ​ First Amendment to Option Exercise Agreement and Second Amendment to Purchase Agreement and Operating Agreement, dated as of October 2, 2019, by and among The Cheesecake Factory Incorporated and the other Parties thereto # ​ 10-Q ​ 000-20574 ​ 2.2 ​ 11/8/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.4 ​ Membership Interest Purchase Agreement, dated as of July 30, 2019, by and among The Cheesecake Factory Restaurants, Inc., Fox Restaurant Concepts LLC, the Sellers party thereto, SWF Posse LLC, as Seller’s representative, and, solely for limited purposes set forth therein, The Cheesecake Factory Incorporated #† ​ 10-Q ​ 000-20574 ​ 2.3 ​ 11/8/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.5 ​ First Amendment to Membership Interest Purchase Agreement, dated as of October 2, 2019, by and among The Cheesecake Factory Restaurants, Inc., Fox Restaurant Concepts LLC, and SWF Posse LLC, as Seller’s representative # ​ 10-Q ​ 000-20574 ​ 2.4 ​ 11/8/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Restated Certificate of Incorporation of The Cheesecake Factory Incorporated ​ 10-Q ​ 000-20574 ​ 3.2 ​ 8/6/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Bylaws of The Cheesecake Factory Incorporated (Amended and Restated on May 20, 2009) ​ 8-K ​ 000-20574 ​ 3.8 ​ 5/27/09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.3 ​ Certificate of Elimination of Series A Junior Participating Cumulative Preferred Stock of The Cheesecake Factory Incorporated ​ 10-Q ​ 000-20574 ​ 3.1 ​ 8/6/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.4 ​ Certificate of Designations of The Cheesecake Factory Incorporated, dated April 20, 2020 ​ 8-K ​ 000-20574 ​ 3.1 ​ 4/20/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Description of The Cheesecake Factory Incorporated’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act ​ 10-K ​ 000-20574 ​ 4.1 ​ 3/11/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1.1 ​ Employment Agreement, effective as of April 1, 2017, between The Cheesecake Factory Incorporated and David M. Overton* ​ 8-K ​ 000-20574 ​ 99.2 ​ 2/22/17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 96 Table of Contents ​ Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1.2 ​ First Amendment to Employment Agreement, effective as of April 1, 2018, between The Cheesecake Factory Incorporated and David M. Overton* ​ 8-k ​ 000-20574 ​ 99.2 ​ 2/21/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Employment Agreement, effective as of March 3, 2016, between The Cheesecake Factory Incorporated and David M. Gordon* ​ 10-K ​ 000-20574 ​ 10.6 ​ 3/2/17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Employment Agreement, effective as of July 7, 2017, between The Cheesecake Factory Incorporated and Matthew E. Clark* ​ 8-K ​ 000-25074 ​ 99.1 ​ 6/13/17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ Employment Agreement, effective as of May 14, 2018, between The Cheesecake Factory Incorporated and Scarlett May* ​ 10-Q ​ 000-25074 ​ 10.10 ​ 5/11/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ Employment Agreement, effective as of February 13, 2019, between The Cheesecake Factory Incorporated and Keith T. Carango* ​ 10-K ​ 000-20574 ​ 10.8 ​ 3/4/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6.1 ​ Amended and Restated The Cheesecake Factory Incorporated Executive Savings Plan* ​ 10-K ​ 000-25074 ​ 10.20 ​ 3/2/17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6.2 ​ First Amendment to The Cheesecake Factory Incorporated Executive Savings Plan as amended and restated November 7, 2016* ​ 10-K ​ 000-25074 ​ 10.11.1 ​ 2/28/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7.1 ​ Form of Indemnification Agreement* ​ 8-K ​ 000-25074 ​ 99.1 ​ 12/14/07 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7.2 ​ Indemnification Agreement, dates as of April 20, 2020, between The Cheesecake Factory Incorporated and Paul D. Ginsberg* ​ 8-K ​ 000-25074 ​ 10.2 ​ 6/22/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8.1 ​ Inducement Agreement dated as of July 27, 2005 ​ 8-K ​ 000-25074 ​ 99.3 ​ 8/2/05 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8.2 ​ First Amendment to Inducement Agreement dated as of March 1, 2010 ​ 10-K ​ 000-25074 ​ 10.36 ​ 2/23/11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8.3 ​ Second Amendment to Inducement Agreement dated as of May 7, 2015 ​ 10-K ​ 000-25704 ​ 10.24 ​ 3/2/17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9.1 ​ The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended April 7, 2011* ​ DEF 14A ​ 000-20574 ​ Appendix A ​ 4/21/11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9.2 ​ The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended effective as of February 27, 2013* ​ DEF 14A ​ 000-20574 ​ Appendix A ​ 04/19/13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9.3 ​ The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended April 3, 2014* ​ DEF 14A ​ 000-20574 ​ Appendix A ​ 4/17/14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9.4 ​ The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended May 28, 2015* ​ DEF 14A ​ 000-20574 ​ Appendix A ​ 4/17/15 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9.5 ​ The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended April 5, 2017* ​ DEF 14A ​ 000-20574 ​ Appendix A ​ 4/25/17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97 Table of Contents ​ Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10 ​ Form of Grant Agreement for Executive Officers under 2010 Stock Incentive Plan* ​ 10-Q ​ 000-20574 ​ 10.1 ​ 11/4/10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.11 ​ Form of Grant Agreement for Executive Officers under the 2010 Stock Incentive Plan, for equity grants made after August 2, 2012* ​ 10-Q ​ 000-20574 ​ 10.1 ​ 8/10/12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.12 ​ Form of Notice of Stock Option Grant and Agreement and/or Restricted Stock Grant Agreement for Executive Officers under the 2010 Stock Incentive Plan, for equity grants made after March 6, 2014* ​ 8-K ​ 000-20574 ​ 99.1 ​ 3/7/14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.13 ​ Form of Notice of Grant and Stock Option Agreement and/or Stock Unit Agreement under the 2010 Stock Incentive Plan, for equity grants made after March 3, 2016* ​ 8-K ​ 000-20574 ​ 99.2 ​ 3/4/16 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14.1 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for MEP I under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018* ​ 10-K ​ 000-25074 ​ 10.24.1 ​ 2/28/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14.2 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for MEP II under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018* ​ 10-K ​ 000-25074 ​ 10.24.2 ​ 2/28/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14.3 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for MEP III under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018* ​ 10-K ​ 000-25074 ​ 10.24.3 ​ 2/28/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14.4 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for MEP IV under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018* ​ 10-K ​ 000-25074 ​ 10.24.4 ​ 2/28/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14.5 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for MEP V under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018* ​ 10-K ​ 000-25074 ​ 10.24.5 ​ 2/28/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14.6 ​ Form of Standard Notice of Grant and Restricted Share Agreement I under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018* ​ 10-K ​ 000-25074 ​ 10.24.6 ​ 2/28/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14.7 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for Senior Executive under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018* ​ 8-K ​ 000-20574 ​ 99.3 ​ 2/21/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14.8 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement under the 2010 Stock Incentive Plan, for equity grants made on or after February 13, 2019* ​ 10-Q ​ 000-20574 ​ 10.2 ​ 5/6/19 98 Table of Contents ​ Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.1 ​ The Cheesecake Factory Incorporated Stock Incentive Plan* ​ 8-K ​ 000-20574 ​ 10.1 ​ 6/5/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.2 ​ Form of Notice of Grant and Stock Unit Grant Agreement for Directors under The Cheesecake Factory Incorporated Stock Incentive Plan* ​ 10-Q ​ 000-20574 ​ 10.1 ​ 6/22/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.3 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for Executive Officers under The Cheesecake Factory Incorporated Stock Incentive Plan* ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.4 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement under The Cheesecake Factory Incorporated Stock Incentive Plan* ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.5 ​ Form of Notice of Grant and Restricted Share Agreement for MEP I under The Cheesecake Factory Incorporated Stock Incentive Plan* ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.16 ​ 2015 Amended and Restated Performance Incentive Plan (Amended and Restated on September 2, 2020)* ​ 8-K ​ 000-20574 ​ 10.1 ​ 9/8/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.17.1 ​ Third Amended and Restated Loan Agreement with JPMorgan Chase Bank, National Association dated as of July 30, 2019 ​ 10-Q ​ 000-20574 ​ 10.1 ​ 11/8/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.17.2 ​ First Amendment, dates as of May 1, 2020, to the Third Amended and Restated Loan Agreement, dated as of July 30, 2019, between The Cheesecake Factory Incorporated, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time part thereto ​ 8-K ​ 000-20574 ​ 10.1 ​ 5/5/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.18.1 ​ Subscription Agreement, dated April 20, 2020, but and between The Cheesecake Factory Incorporated and RC Cake Holdings LLC ​ 8-K ​ 000-20574 ​ 10.1 ​ 4/20/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.18.2 ​ Registration Rights Agreement, dated April 20, 2020, by and between The Cheesecake Factory Incorporated and RC Cake Holdings LLC ​ 8-K ​ 000-20574 ​ 10.2 ​ 4/20/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.18.3 ​ Acknowledgement and Support Agreement, dated April 20, 2020, by and between David Overton and RC Cake Holdings LLC ​ 8-K ​ 000-20574 ​ 10.3 ​ 4/20/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21.1 ​ List of Subsidiaries ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1 ​ Consent of Independent Registered Public Accounting Firm — KPMG LLP ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99 Table of Contents ​ Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2 ​ Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.1 ​ The following materials from The Cheesecake Factory Incorporated’s Annual Report on Form 10-K for the year ended December 29, 2020, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statement of stockholders’ equity, (v) consolidated statements of cash flows, and (vi) the notes to the consolidated financial statements ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104.1 ​ The cover page of The Cheesecake Factory Incorporated’s Annual Report on Form 10-K for the year ended December 29, 2020, formatted in iXBRL (included with Exhibit 101.1) ​ — ​ — ​ — ​ Filed herewith * Management contract or compensatory plan or arrangement required to be filed as an exhibit. # The schedules (or similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules or similar attachments to the SEC upon request. † Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed. (P) This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of Regulation S-K. ​ 100 Table of Contents ​ SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 24th day of February, 2021. ​ ​ ​ ​ ​ THE CHEESECAKE FACTORY INCORPORATED ​ ​ ​ ​ ​ /s/ DAVID OVERTON ​ By: David Overton ​ ​ Chairman of the Board and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ 101 Table of Contents ​ POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Overton and Matthew E. Clark, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. ​ Name Title Date ​ ​ ​ ​ ​ /s/ DAVID OVERTON ​ Chairman of the Board and ​ February 24, 2021 David Overton ​ Chief Executive Officer ​ ​ ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ MATTHEW E. CLARK ​ Executive Vice President and ​ February 24, 2021 Matthew E. Clark ​ Chief Financial Officer ​ ​ ​ ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ CHERYL M. SLOMANN ​ Senior Vice President, Controller and ​ February 24, 2021 Cheryl M. Slomann ​ Chief Accounting Officer ​ ​ ​ ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ EDIE A. AMES ​ Director ​ February 24, 2021 Edie A. Ames ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ ALEXANDER L. CAPPELLO ​ Director ​ February 24, 2021 Alexander L. Cappello ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ PAUL D. GINSBERG ​ Director ​ February 24, 2021 Paul D. Ginsberg ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ JEROME I. KRANSDORF ​ Director ​ February 24, 2021 Jerome I. Kransdorf ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ JANICE MEYER ​ Director ​ February 24, 2021 Janice Meyer ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ LAURENCE B. MINDEL ​ Director ​ February 24, 2021 Laurence B. Mindel ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ DAVID B. PITTAWAY ​ Director ​ February 24, 2021 David B. Pittaway ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ HERBERT SIMON ​ Director ​ February 24, 2021 Herbert Simon ​ ​ ​ ​ ​ ​ ​ 102