3 unchanged sentences
(In thousands, except share data)
+Added: September 28,
Current assets:
21 unchanged sentences
Series A convertible preferred stock, $ .01 par value, 200,000 shares authorized;
−Removed: no and 200,000 shares issued at June 29, 2021 and December 29, 2020, respectively
+Added: no and 200,000 shares issued at September 28, 2021 and December 29, 2020, respectively
Stockholders’ equity:
1 unchanged sentence
Common stock, $ .01 par value, 250,000,000 shares authorized;
−Removed: 105,195,671 and 98,645,147 shares issued at June 29, 2021 and December 29, 2020, respectively
+Added: 105,292,620 and 98,645,147 shares issued at September 28, 2021 and December 29, 2020, respectively
Additional paid-in capital
Retained earnings
−Removed: Treasury stock, 53,111,532 and 53,026,409 shares at cost at June 29, 2021 and December 29, 2020, respectively
+Added: Treasury stock, 53,126,074 and 53,026,409 shares at cost at September 28, 2021 and December 29, 2020, respectively
( 1,701,984 )
( 1,696,743 )
−Removed: Accumulated other comprehensive income/(loss)
+Added: Accumulated other comprehensive loss
Total stockholders’ equity
4 unchanged sentences
(In thousands, except per share data)
−Removed: June 29, 2021
−Removed: June 30, 2020
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Costs and expenses:
12 unchanged sentences
Income/(loss) before income taxes
−Removed: Income tax provision/(benefit)
+Added: Income tax (benefit)/ provision
Net income/(loss)
10 unchanged sentences
(In thousands)
−Removed: June 29, 2021
−Removed: June 30, 2020
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Net income/(loss)
−Removed: Other comprehensive gain/(loss):
+Added: Other comprehensive (loss)/ gain:
Foreign currency translation adjustment
Unrealized gain/(loss) on derivative, net of tax
−Removed: Other comprehensive gain/(loss)
+Added: Other comprehensive (loss)/ gain
Total comprehensive income/(loss)
5 unchanged sentences
(In thousands)
−Removed: For the twenty-six weeks ended June 29, 2021:
+Added: For the thirty-nine weeks ended September 28, 2021:
Series A Convertible
27 unchanged sentences
( 1,701,303 )
−Removed: For the twenty-six weeks ended June 30, 2020:
+Added: Foreign currency translation adjustment
+Added: Cash dividends declared common stock, net of forfeitures
+Added: Stock-based compensation
+Added: Common stock issued under stock-based compensation plans
+Added: Treasury stock purchases
+Added: Balance, September 28, 2021
+Added: ( 1,701,984 )
+Added: For the thirty-nine weeks ended September 29, 2020:
Series A Convertible
21 unchanged sentences
( 1,695,974 )
+Added: Foreign currency translation adjustment
+Added: Change in derivative, net of tax
+Added: Stock-based compensation
+Added: Common stock issued under stock-based compensation plans
+Added: Treasury stock purchases
+Added: Paid-in-kind Series A preferred stock dividends, including beneficial conversion feature
+Added: Balance, September 29, 2020
+Added: ( 1,696,364 )
See the accompanying notes to the condensed consolidated financial statements.
2 unchanged sentences
(In thousands)
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Cash flows from operating activities:
33 unchanged sentences
Treasury stock purchases
−Removed: Cash used in financing activities
+Added: Cash (used in)/provided by financing activities
Foreign currency translation adjustment
21 unchanged sentences
Beginning with our fiscal 2020 10-K, we combined accounts receivable and other receivable on the consolidated balance sheet and statement of cash flow.
−Removed: Corresponding balances for the thirteen and twenty-six weeks ended June 30, 2020 were reclassified to conform to the current presentation.
+Added: Corresponding balances for the thirteen and thirty-nine weeks ended September 29, 2020 were reclassified to conform to the current presentation.
Use of Estimates
6 unchanged sentences
In the second quarter of fiscal 2020, certain jurisdictions began allowing the reopening of restaurant dining rooms, and we began to reopen dining rooms across our concepts.
−Removed: While restrictions on the type of permitted operating model and occupancy capacity continue to change, as of June 29, 2021, nearly all of our restaurants were operating with no indoor dining restrictions.
−Removed: We cannot predict how long the COVID-19 pandemic will last, whether vaccines will be effective at eliminating or slowing the spread of the virus or variants, whether it will reoccur or whether variants will spike, what additional restrictions may be enacted, to what extent we can maintain sales volumes during or following the resumption of mandated social distancing protocols or masks mandates and what long-lasting effects the COVID-19 pandemic may have on the restaurant industry as a whole.
−Removed: The extent of the reopening process, the potential impact of the COVID-19 pandemic on consumer spending behavior, and our ability to continue to adequately staff our restaurants, will determine the continued significance of the impact of the COVID-19 pandemic to our operating results and financial position.
+Added: While restrictions on the type of permitted operating model and occupancy capacity may continue to change, as of September 28, 2021, nearly all of our restaurants were operating with no indoor dining restrictions.
+Added: We cannot predict how long the COVID-19 pandemic will last, whether vaccines will be effective at eliminating or slowing the spread of the virus or variants, whether it will reoccur or whether variants will spike, what additional restrictions may be enacted, to what extent we can maintain sales volumes during or following any resumption of mandated social distancing protocols or vaccination or mask mandates and what long-lasting effects the COVID-19 pandemic may have on the restaurant industry as a whole.
+Added: The ongoing effects of the COVID-19 pandemic, including, but not limited to, labor-related impacts, supply chain disruption and consumer behavior, will determine the continued significance of the impact of the COVID-19 pandemic to our operating results and financial position.
Recent Accounting Pronouncements
11 unchanged sentences
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):
−Removed: June 29, 2021
+Added: September 28, 2021
Assets/(Liabilities)
1 unchanged sentence
Non-qualified deferred compensation liabilities
−Removed: Interest rate swap
Acquisition-related deferred consideration
8 unchanged sentences
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):
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Beginning balance
4 unchanged sentences
Results could change materially if different estimates and assumptions were used.
−Removed: The significant increase in the fair value of the contingent consideration during the first half of fiscal 2021 primarily related to the impact of an amendment to the agreement for the acquisitions of North Italia and FRC (the “Acquisition”) that, among other things, extended the measurement period through fiscal 2026.
+Added: The significant increase in the fair value of the contingent consideration during the first three quarters of fiscal 2021 primarily related to the impact in the second fiscal quarter of an amendment to the agreement for the acquisitions of North Italia and FRC (the “Acquisition”) that, among other things, extended the measurement period through fiscal 2026.
The fair values of our cash and cash equivalents, accounts and other receivable, income taxes receivable, prepaid expenses, accounts payable, income taxes payable and other accrued expenses approximate their carrying amounts due to their short duration.
−Removed: As of June 29, 2021, we had $ 345.0 million aggregate principal amount of Notes outstanding.
−Removed: The estimated fair value of the Notes based on a market approach as of June 29, 2021 was approximately $ 336.7 million.
−Removed: The Notes were categorized as Level 2 instruments as the estimated fair value was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the reporting period.
+Added: As of September 28, 2021, we had $ 345.0 million aggregate principal amount of Notes outstanding.
+Added: The estimated fair value of the Notes based on a market approach as of September 28, 2021 was approximately $ 333.3 million and determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the reporting period.
See Note 5 for further discussion of the Notes.
Inventories consisted of (in thousands):
−Removed: June 29, 2021
+Added: September 28, 2021
December 29, 2020
3 unchanged sentences
The following tables present information related to gift cards (in thousands):
−Removed: June 29, 2021
−Removed: June 30, 2020
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Gift card liabilities:
2 unchanged sentences
Ending balance
−Removed: June 29, 2021
−Removed: June 30, 2020
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Gift card contract assets:
1 unchanged sentence
Ending balance
−Removed: The significant increases in activations, redemptions and breakage during the second quarter of fiscal 2021 compared to the same period of fiscal 2020 stem primarily from the impact of the COVID-19 pandemic.
Long-Term Debt
1 unchanged sentence
On March 30, 2021, we entered into a Second Amendment (the “Second Amendment”) to our existing Third Amended and Restated Loan Agreement, dated July 30, 2019 (as amended by that certain First Amendment, dated as of May 1, 2020 and by the Second Amendment, collectively, the “Amended Credit Agreement”).
−Removed: The Amended Credit Agreement, which terminates on July 30, 2024, consists of a $ 400 million revolving loan facility (the “Revolving Facility”), including a $ 40 million sublimit for letters of credit.The Amended Credit Agreement also provides the ability to increase the Revolving Facility in an amount not to exceed (a) during the Covenant Relief Period (as defined below) $ 125 million and (b) thereafter, $ 200 million.
+Added: The Amended Credit Agreement, which terminates on July 30, 2024, consists of a $ 400 million revolving loan facility (the “Revolving Facility”), including a $ 40 million sublimit for letters of
+Added: credit.The Amended Credit Agreement also provides the ability to increase the Revolving Facility in an amount not to exceed (a) during the Covenant Relief Period (as defined below) $ 125 million and (b) thereafter, $ 200 million.
The funding of any such increases are subject to receipt of lender commitments and satisfaction of customary conditions precedent.
8 unchanged sentences
We paid certain customary loan origination fees in conjunction with the Amended Credit Agreement.
−Removed: At June 29, 2021 we had net availability for borrowings of $ 240.1 million, based on a $ 130.0 million outstanding debt balance and $ 29.9 million in standby letters of credit.
−Removed: Our Liquidity balance at June 30, 2021 was $ 411.9 million, and we were in compliance with all covenants under the Amended Credit Agreement in effect at that date.
+Added: At September 28, 2021 we had net availability for borrowings of $ 240.1 million, based on a $ 130.0 million outstanding debt balance and $ 29.9 million in standby letters of credit.
+Added: Our Liquidity balance at September 30, 2021 was $ 373.1 million, and we were in compliance with all covenants under the Amended Credit Agreement in effect at that date.
The Amended Credit Agreement contains customary affirmative and negative covenants, including limits on cash dividends and share repurchases with respect to our equity interests, and restrictions on indebtedness, liens, investments, sales of assets, fundamental changes and other matters.
35 unchanged sentences
However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the Notes.
−Removed: As of June 29, 2021, the Notes had a gross principal balance of $ 345.0 million and a balance of $ 335.0 million, net of unamortized issuance costs of $ 10.0 million.
+Added: As of September 28, 2021, the Notes had a gross principal balance of $ 345.0 million and a balance of $ 335.5 million, net of unamortized issuance costs of $ 9.5 million.
The unamortized balance of issuance costs was recorded as a contra-liability and netted with long-term debt on our condensed consolidated balance sheets.
−Removed: Total amortization expense was $ 0.1 million during the quarter ended June 29, 2021 and was included in interest expense in the condensed consolidated statements of income/(loss).
−Removed: The effective interest rate for the Notes was 0.96 % as of June 29, 2021.
+Added: Total amortization expense was $ 0.5 million and $ 0.6 million during the thirteen and thirty-nine weeks ended September 28, 2021, respectively and was included in interest expense in the condensed consolidated statements of income/(loss).
+Added: The effective interest rate for the Notes was 0.96 % as of September 28, 2021.
Components of lease expense were as follows (in thousands):
−Removed: June 29, 2021
−Removed: June 30, 2020
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Supplemental information related to leases (in thousands):
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Cash paid for amounts included in the measurement of lease liabilities:
8 unchanged sentences
Our only derivative was the aforementioned interest rate swap, which is designated as a cash flow hedge.
−Removed: No gains or losses representing amounts excluded from the assessment of effectiveness were recognized in earnings in the first two quarters of fiscal 2021 or fiscal 2020.
+Added: No gains or losses representing amounts excluded from the assessment of effectiveness were recognized in earnings in the first three quarters of fiscal 2021 or fiscal 2020.
The following table summarizes the changes in accumulated other comprehensive income/(loss) ("AOCI"), net of tax, related to the interest rate swap (in thousands):
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Beginning balance
35 unchanged sentences
(See Note 5 for further discussion of our long-term debt.)
−Removed: Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.1 million shares at a total cost of $ 1,701.3 million through June 29, 2021 with 10,239 and 85,539 shares repurchased at a cost of $ 0.6 million and $ 4.6 million during the thirteen and twenty-six weeks ended, respectively, to satisfy tax withholding obligations on vested restricted share awards.
+Added: Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.1 million shares at a total cost of $ 1,702.0 million through September 28, 2021 with 14,542 and 100,081 shares repurchased at a cost of $ 0.7 million and $ 5.2 million during the thirteen and thirty-nine weeks ended, respectively, to satisfy tax withholding obligations on vested restricted share awards.
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.
12 unchanged sentences
During the first quarter of fiscal 2021, we declared a cash dividend of $ 5.1 million, or $ 25.35 per share, on the Series A preferred stock.
−Removed: During the second quarter of fiscal 2021, $ 13.6 million in payments were made in connection with the conversion of the preferred stock consisting of $ 3.9 million, or $ 19.72 per share of accrued dividends and $ 9.7 million of an inducement, which is also, deemed to be dividends.
+Added: During the second quarter of fiscal 2021, $ 13.6 million in payments were made in connection with the conversion of the preferred stock, consisting of $ 3.9 million, or $ 19.72 per share of accrued dividends and $ 9.7 million of an inducement, which is also deemed to be a dividend.
Stock-Based Compensation
1 unchanged sentence
The following table presents information related to stock-based compensation, net of forfeitures (in thousands):
−Removed: June 29, 2021
−Removed: June 30, 2020
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
+Added: September 28, 2021
+Added: September 29, 2020
Labor expenses
8 unchanged sentences
Stock Options
−Removed: We did not issue any stock options during the second quarter of fiscal 2021 or 2020.
−Removed: Stock option activity during the twenty-six weeks ended June 29, 2021 was as follows:
+Added: We did not issue any stock options during the third quarter of fiscal 2021 or 2020.
+Added: Stock option activity during the thirty-nine weeks ended September 28, 2021 was as follows:
Exercise Price
+Added: Intrinsic Value (1)
(In thousands)
2 unchanged sentences
Forfeited or cancelled
−Removed: Outstanding at June 29, 2021
−Removed: Exercisable at June 29, 2021
+Added: Outstanding at September 28, 2021
+Added: Exercisable at September 28, 2021
(1) Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised their options on the fiscal period end date.
−Removed: The total intrinsic value of options exercised during the thirteen and twenty-six weeks ended June 29, 2021 was $ 1.4 million and $ 7.1 million, respectively.
−Removed: There were no options exercised during the thirteen weeks ended June 30, 2020.
−Removed: The total intrinsic value of options exercised during the twenty-six weeks ended June 30, 2020 was $ 35.6 million.
−Removed: As of June 29, 2021, total unrecognized stock-based compensation expense related to unvested stock options was $ 5.9 million, which we expect to recognize over a weighted-average period of approximately 3.0 years.
+Added: There were no options exercised during the thirteen weeks ended September 28, 2021.
+Added: The total intrinsic value of options exercised during thirty-nine weeks ended September 28, 2021 was $ 7.1 million.
+Added: There were no options exercised during the thirteen weeks ended September 29, 2020.
+Added: The total intrinsic value of options exercised during the thirty-nine weeks ended September 29, 2020 was $ 35,606 .
+Added: As of September 28, 2021, total unrecognized stock-based compensation expense related to unvested stock options was $ 5.4 million, which we expect to recognize over a weighted-average period of approximately 2.7 years.
Restricted Shares and Restricted Share Units
−Removed: Restricted share and restricted share unit activity during the twenty-six weeks ended June 29, 2021 was as follows:
+Added: Restricted share and restricted share unit activity during the thirty-nine weeks ended September 28, 2021 was as follows:
(In thousands)
Outstanding at December 29, 2020
−Removed: Outstanding at June 29, 2021
+Added: Outstanding at September 28, 2021
Fair value of our restricted shares and restricted share units is based on our closing stock price on the date of grant.
−Removed: The weighted average fair value for restricted shares and restricted share units issued during the second quarter of fiscal 2021 and 2020 was $ 59.07 and $ 23.56 , respectively.
−Removed: The fair value of shares that vested during the thirteen weeks and twenty-six weeks ended June 29, 2021 was $ 1.6 million and $ 11.1 million, respectively.
−Removed: The fair value of shares that vested during the thirteen weeks and twenty-six weeks ended June 30, 2020 was $ 1.8 million and $ 12.4 million, respectively.
−Removed: As of June 29, 2021, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 46.6 million, which we expect to recognize over a weighted-average period of approximately 3.1 years.
+Added: The weighted average fair value for restricted shares and restricted share units issued during the third quarter of fiscal 2021 and 2020 was $ 51.95 and $ 24.00 , respectively.
+Added: The fair value of shares that vested during the thirteen weeks and thirty-nine weeks ended September 28, 2021 was $ 2.1 million and $ 13.3 million, respectively.
+Added: The fair value of shares that vested during the thirteen weeks and thirty-nine weeks ended September 29, 2020 was $ 1.8 million and $ 14.2 million, respectively.
+Added: As of September 28, 2021, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 45.8 million, which we expect to recognize over a weighted-average period of approximately 3.0 years.
Net Income/(Loss) Per Share
Basic net income/(loss) per share is computed by dividing net income/(loss) available to common stockholders by the weighted-average number of common shares outstanding during the period, reduced by unvested restricted stock awards.
−Removed: At June 29, 2021 and June 30, 2020, 2.1 million and 2.0 million shares, respectively, of restricted stock issued were unvested and, therefore, excluded from the calculation of basic earnings per share for the fiscal periods ended on those dates.
+Added: At September 28, 2021 and September 29, 2020, 2.1 million and 1.9 million shares, respectively, of restricted stock issued were unvested and, therefore, excluded from the calculation of basic earnings per share for the fiscal periods ended on those dates.
Diluted net income/(loss) per share is computed by dividing net income/(loss) available to common stockholders by the weighted-average number of common stock equivalents outstanding for the period.
5 unchanged sentences
In periods where there is a net loss, no allocation of undistributed net loss to preferred stockholders was performed as the holders of our Series A preferred stock were not contractually obligated to participate in our losses.
−Removed: June 29, 2021
−Removed: June 30, 2020
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
+Added: September 28, 2021
+Added: September 29, 2020
(In thousands, except per share data)
15 unchanged sentences
Diluted net income/(loss) per common share
−Removed: (1) Shares of common stock equivalents related to outstanding stock options and restricted stock of 0.9 million and 3.9 million as of June 29, 2021 and June 30, 2020, respectively, were excluded from the diluted calculation due to their anti-dilutive effect.
+Added: (1) Shares of common stock equivalents related to outstanding stock options and restricted stock of 3.8 million and 4.0 million as of September 28, 2021 and September 29, 2020, respectively, were excluded from the diluted calculation due to their anti-dilutive effect.
No shares of common stock equivalents related to the Notes were included in the diluted calculation due to their anti-dilutive effect .
5 unchanged sentences
Segment information is presented below (in thousands):
−Removed: June 29, 2021
−Removed: June 30, 2020
−Removed: June 29, 2021
−Removed: June 30, 2020
+Added: September 28, 2021
+Added: September 29, 2020
+Added: September 28, 2021
+Added: September 29, 2020
The Cheesecake Factory restaurants
9 unchanged sentences
The Cheesecake Factory restaurants
−Removed: June 29, 2021
+Added: September 28, 2021
December 29, 2020
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.