5 unchanged sentences
Cash and cash equivalents
−Removed: Accounts and other receivable
+Added: Accounts and other receivables
Income taxes receivable
21 unchanged sentences
Common stock, $ .01 par value, 250,000,000 shares authorized;
−Removed: 106,028,803 and 105,365,678 shares issued at March 29, 2022 and December 28, 2021, respectively
+Added: 106,029,780 and 105,365,678 shares issued at June 28, 2022 and December 28, 2021, respectively
Additional paid-in capital
Retained earnings
−Removed: Treasury stock, 53,236,854 and 53,139,172 shares at cost at March 29, 2022 and December 28, 2021, respectively
+Added: Treasury stock, 53,596,559 and 53,139,172 shares at cost at June 28, 2022 and December 28, 2021, respectively
( 1,717,326 )
5 unchanged sentences
THE CHEESECAKE FACTORY INCORPORATED
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF INCOME /(LOSS)
+Added: CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
−Removed: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
+Added: June 28, 2022
+Added: June 29, 2021
Costs and expenses:
13 unchanged sentences
Dividends on Series A preferred stock
−Removed: Net income/(loss) available to common stockholders
−Removed: Net income/(loss) per common share:
+Added: Undistributed earnings allocated to Series A preferred stock
+Added: Net income available to common stockholders
+Added: Net income per common share:
Diluted (Note 11)
4 unchanged sentences
(In thousands)
−Removed: March 29, 2022
−Removed: March 30, 2021
−Removed: Other comprehensive gain:
+Added: June 28, 2022
+Added: June 29, 2021
+Added: June 28, 2022
+Added: June 29, 2021
+Added: Other comprehensive (loss)/gain:
Foreign currency translation adjustment
Unrealized gain on derivative, net of tax
−Removed: Other comprehensive gain
+Added: Other comprehensive (loss)/gain
Total comprehensive income
5 unchanged sentences
(In thousands)
−Removed: For the thirteen weeks ended March 29, 2022:
+Added: For the twenty-six weeks ended June 28, 2022:
Series A Convertible
10 unchanged sentences
( 1,706,447 )
−Removed: For the thirteen weeks ended March 30, 2021:
+Added: Foreign currency translation adjustment
+Added: Cash dividends declared common stock, net of forfeitures, $ 0.27 per share
+Added: Stock-based compensation
+Added: Common stock issued under stock-based compensation plans
+Added: Treasury stock purchases
+Added: Balance, June 28, 2022
+Added: ( 1,717,326 )
+Added: For the twenty-six weeks ended June 29, 2021:
Series A Convertible
15 unchanged sentences
( 1,700,700 )
+Added: Foreign currency translation adjustment
+Added: Change in derivative, net of tax
+Added: Cash dividends declared common stock, net of forfeitures
+Added: Stock-based compensation
+Added: Common stock issued under stock-based compensation plans
+Added: Common stock issuance
+Added: Treasury stock purchases
+Added: Series A preferred stock cash-settled conversion
+Added: Series A preferred stock conversion to common stock
+Added: Deemed dividends on Series A preferred stock
+Added: Balance, June 29, 2021
+Added: ( 1,701,303 )
See the accompanying notes to the condensed consolidated financial statements.
2 unchanged sentences
(In thousands)
−Removed: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
Cash flows from operating activities:
19 unchanged sentences
Acquisition-related deferred consideration and compensation
+Added: Repayment on credit facility
+Added: Convertible debt issuance
+Added: Convertible debt direct and incremental costs
+Added: Series A preferred stock cash-settled conversion
+Added: Series A preferred stock conversion direct and incremental costs
+Added: Series A preferred stock dividends paid
+Added: Common stock issuance
+Added: Common stock issuance direct and incremental costs
Proceeds from exercise of stock options
1 unchanged sentence
Treasury stock purchases
−Removed: Cash (used in)/provided by financing activities
+Added: Cash used in financing activities
Foreign currency translation adjustment
31 unchanged sentences
Recent Accounting Pronouncements
−Removed: In August 2020, the Financial Accounting Standard Board (“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.
+Added: In August 2020, the Financial Accounting Standards Board (“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.
9 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: March 29, 2022
+Added: June 28, 2022
Assets/(Liabilities)
10 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: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
Beginning balance
2 unchanged sentences
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.
−Removed: The undiscounted range of outcomes per the Monte Carlo model utilized to determine the fair value of the acquisition-related contingent consideration and compensation liabilities at March 29, 2022 was $ 0 to $ 204.0 million.
+Added: The undiscounted range of outcomes per the Monte Carlo model utilized to determine the fair value of the acquisition-related contingent consideration and compensation liabilities at June 28, 2022 was $ 0 to $ 204.0 million.
Results could change materially if different estimates and assumptions were used.
−Removed: The significant decrease in the fair value of the contingent consideration and compensation liabilities during the first quarter of fiscal 2022 primarily related to the payment of $ 7.2 million per the Fox Restaurant Concept LLC (“FRC”) acquisition agreement.
−Removed: 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 liabilities approximate their carrying amounts.
−Removed: As of March 29, 2022, 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 March 29, 2022 was approximately $ 308.4 million and determined based on the estimated
+Added: The significant decrease in the fair value of the contingent consideration and compensation liabilities during the first half of fiscal 2022 primarily related to the payment of $ 7.2 million per the Fox Restaurant Concept LLC (“FRC”) acquisition agreement.
+Added: The fair values of our cash and cash equivalents, accounts and other receivables, income taxes receivable, prepaid expenses, accounts payable, income taxes payable and other accrued liabilities approximate their carrying amounts.
+Added: As of June 28, 2022, 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 June 28, 2022 was approximately $ 269.1 million and 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.
1 unchanged sentence
Inventories consisted of (in thousands):
−Removed: March 29, 2022
+Added: June 28, 2022
December 28, 2021
3 unchanged sentences
The following tables present information related to gift cards (in thousands):
−Removed: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
+Added: June 28, 2022
+Added: June 29, 2021
Gift card liabilities:
2 unchanged sentences
Ending balance
−Removed: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
+Added: June 28, 2022
+Added: June 29, 2021
Gift card contract assets:
7 unchanged sentences
Certain of our material subsidiaries have guaranteed our obligations under the Amended Credit Agreement.
−Removed: The Second Amendment, among other things, (i) extended the prior covenant relief period during which the testing of the net adjusted debt to EBITDAR ratio covenant (the “Net Adjusted Leverage Ratio”) and the EBITDAR to interest and rent expense ratio covenant (the “EBITDAR Ratio”) was suspended until the quarter ending December 28, 2021 (the “Covenant Relief Period”), (ii) continued to impose a monthly Liquidity covenant of $ 100 million (with “Liquidity” being the sum of (a) unrestricted cash and cash equivalents and (b) the unused portion of the Revolving Facility) until the Company demonstrated compliance with the financial covenants as of the quarter ending December 28, 2021, (iii) provided that the obligations thereunder be secured by a first priority security interest in substantially all of our and any guarantor’s property, with such property to be released upon (a) the termination of the Covenant Relief Period, (b) the Company’s compliance with the Net Adjusted Leverage Ratio and the EBITDAR Ratio as of the
−Removed: quarter ending on March 29, 2022, (c) neither the Company nor any of the guarantors having incurred unsecured debt using certain debt baskets under the Revolving Facility unless such debt is convertible debt or subordinated on customary debt subordination terms reasonably acceptable to the administrative agent and (d) no default or event of default having occurred or continuing, (iv) amended certain negative covenants during the Covenant Relief Period, including certain restrictions on capital expenditures, restricted payments, investments and indebtedness, and (v) permitted the payment of cash dividends with respect to our Series A Convertible Preferred Stock, par value $ 0.01 per share (“Series A preferred stock”) for each fiscal quarter of 2021 in an amount not to exceed $ 5.25 million per quarter.
+Added: The Second Amendment, among other things, (i) extended the prior covenant relief period during which the testing of the net adjusted debt to EBITDAR ratio covenant (the “Net Adjusted Leverage Ratio”) and the EBITDAR to interest and rent expense ratio covenant (the “EBITDAR Ratio”) was suspended until the quarter ending December 28, 2021 (the “Covenant Relief Period”), (ii) continued to impose a monthly Liquidity covenant of $ 100 million (with “Liquidity” being the sum of (a) unrestricted cash and cash equivalents and (b) the unused portion of the Revolving Facility) until the Company demonstrated compliance with the financial covenants as of the quarter ending December 28, 2021, (iii) provided that the obligations thereunder be secured by a first priority security interest in substantially all of our and any guarantor’s property, with such property to be released upon (a) the termination of
+Added: the Covenant Relief Period, (b) the Company’s compliance with the Net Adjusted Leverage Ratio and the EBITDAR Ratio as of the quarter ending on March 29, 2022, (c) neither the Company nor any of the guarantors having incurred unsecured debt using certain debt baskets under the Revolving Facility unless such debt is convertible debt or subordinated on customary debt subordination terms reasonably acceptable to the administrative agent and (d) no default or event of default having occurred or continuing, (iv) amended certain negative covenants during the Covenant Relief Period, including certain restrictions on capital expenditures, restricted payments, investments and indebtedness, and (v) permitted the payment of cash dividends with respect to our Series A Convertible Preferred Stock, par value $ 0.01 per share (“Series A preferred stock”) for each fiscal quarter of 2021 in an amount not to exceed $ 5.25 million per quarter.
Subsequent to the Covenant Relief Period, we are required to maintain (i) a maximum Net Adjusted Leverage Ratio of 4.75 and (ii) a minimum EBITDAR Ratio of 1.9 .
−Removed: Our Net Adjusted Leverage and EBITDAR Ratios were 3.9 and 2.3 , respectively, at March 29, 2022, and we were in compliance with all covenants in effect at that date.
+Added: Our Net Adjusted Leverage and EBITDAR Ratios were 4.1 and 2.2 , respectively, at June 28, 2022, and we were in compliance with all covenants in effect at that date.
Concurrently with our delivery of the compliance certificate demonstrating our compliance with the financial covenants in the Amended Credit Agreement as of December 28, 2021, the Covenant Relief Period was terminated.
7 unchanged sentences
We paid certain customary loan origination fees in conjunction with the Amended Credit Agreement.
−Removed: At March 29, 2022, 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: At June 28, 2022, we had net availability for borrowings of $ 237.7 million, based on a $ 130.0 million outstanding debt balance and $ 32.3 million in standby letters of credit.
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.
8 unchanged sentences
and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries.
−Removed: The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”) between us and a trustee (“Trustee”), dated as of June 15, 2021, as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of June 15, 2021, between the Company and the Trustee.
+Added: The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”) between us and a trustee (“Trustee”), dated as of June 15, 2021, as
+Added: supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of June 15, 2021, between the Company and the Trustee.
The Notes accrue interest at a rate of 0.375 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021.
7 unchanged sentences
In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
−Removed: As of March 29, 2022, no conditions were met that would have impacted the initial conversion rate or conversion price.
−Removed: In connection with the cash dividend that was declared by our Board on April 21, 2022, on May 12, 2022 we will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the Notes in accordance with the terms.
+Added: As of June 28, 2022, the conversion rate is 12.8586 shares of common stock per $ 1,000 principal amount of the Notes, which represents a conversion price of approximately $ 77.77 per share of common stock.
+Added: In connection with the cash dividend that was declared by our Board on July 21, 2022, on August 11, 2022 we will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the Notes in accordance with the terms.
The Notes are redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after June 20, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice;
13 unchanged sentences
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us (and not solely with respect to a significant subsidiary of ours) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person.
−Removed: If any other Event of Default occurs and is continuing, then, the Trustee, by notice to us, or noteholders of at least 25 % of the aggregate principal amount of Notes then outstanding, by notice to us and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.
−Removed: 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
−Removed: 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 March 29, 2022, the Notes had a gross principal balance of $ 345.0 million and a balance of $ 336.5 million, net of unamortized issuance costs of $ 8.5 million.
−Removed: Total amortization expense was $ 0.5 million during the first quarter fiscal 2022.
−Removed: The effective interest rate for the Notes was 0.96 % as of March 29, 2022.
+Added: If any other Event of Default occurs and is continuing, then, the Trustee, by notice to us, or noteholders of at least 25 % of the aggregate principal amount of
+Added: Notes then outstanding, by notice to us and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.
+Added: 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.
+Added: As of June 28, 2022, the Notes had a gross principal balance of $ 345.0 million and a balance of $ 337.0 million, net of unamortized issuance costs.
+Added: Total amortization expense was $ 0.5 million and $ 1.0 million during the thirteen and twenty-six weeks ended June 28, 2022, respectively.
+Added: The effective interest rate for the Notes was 0.96 % as of June 28, 2022.
Components of lease expense were as follows (in thousands):
−Removed: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
+Added: June 28, 2022
+Added: June 29, 2021
Supplemental information related to leases (in thousands):
−Removed: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
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 three quarters of fiscal 2021.
−Removed: The following table summarizes the changes related to the interest rate swap in accumulated other comprehensive income (“AOCI”), net of tax, during the thirteen weeks ended March 30, 2021 (in thousands):
+Added: No gains or losses representing amounts excluded from the assessment of effectiveness were recognized in earnings in the first two quarters of fiscal 2021.
+Added: The following table summarizes the changes related to the interest rate swap in accumulated other comprehensive income (“AOCI”), net of tax, during the twenty-six weeks ended June 29, 2021 (in thousands):
Beginning balance
11 unchanged sentences
On June 28, 2018, we filed an appeal of the wage citation.
−Removed: On June 11, 2020, the DLSE postponed the hearing on the Company’s appeal due to safety concerns related to the COVID-19 pandemic.
−Removed: 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.
−Removed: 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.
+Added: The hearing on the Company’s appeal is scheduled to take place in September 2022.
+Added: Based on the current status of this matter, we have reserved an immaterial amount.
+Added: On June 22, 2018, the Internal Revenue Service issued a Notice of Deficiency in which they disallowed a portion 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.
−Removed: The tax court has assigned docket number 18150-18 to our case.
−Removed: On June 30, 2021, the judge issued a ruling on certain procedural motions filed by the parties and set a timeline to conclude discovery and determine if the matter will proceed to trial.
−Removed: On April 29, 2022, the parties filed a Settlement Stipulation and a Proposed Stipulated Decision (the “Decision”) with the tax court stipulating to the amount of income tax deficiency and the tax court’s entry of the Decision.
+Added: The tax court assigned docket number 18150-18 to our case.
+Added: On April 29, 2022, the parties filed a Settlement Stipulation and a Proposed Stipulated Decision (the “Decision”) with the tax court stipulating to the amount of income tax deficiency.
+Added: On May 11, 2022, the court entered the Decision in accordance with the stipulation of the parties.
We have reserved an immaterial amount in connection with the Decision.
12 unchanged sentences
Common Stock – Dividends and Share Repurchases
−Removed: To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of the Amended Credit Agreement, in March 2020, our Board of Directors (“Board”) suspended declaring dividends on our common stock as well as our share repurchase programs.
−Removed: In April 2022, our Board declared a quarterly dividend and reinstated our share repurchase programs.
−Removed: (See Note 13 for further information on the approved dividend.) 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 Credit Agreement and applicable law, and such other factors that the Board considers relevant.
+Added: On April 21, 2022, our Board declared a quarterly cash dividend of $ 0.27 per share that was paid on May 24, 2022 to the stockholders of record of each share of our common stock at the close of business on May 11, 2022.
+Added: 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 Credit Agreement and applicable law, and such other factors that the Board considers relevant.
(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 53.2 million shares at a total cost of $ 1,706.4 million through March 29, 2022, with 97,682 shares repurchased at a cost of $ 3.9 million during the thirteen weeks ended March 29, 2022 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 53.6 million shares at a total cost of $ 1,717.3 million through June 28, 2022, with 359,705 shares and 457,387 shares repurchased at a cost of $ 10.9 million and $ 14.8 million during the thirteen and twenty-six weeks ended June 28, 2022, 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.
13 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 a dividend.
+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 was also deemed to be a dividend.
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.
+Added: On March 24, 2022, our Board approved an amendment to our The Cheesecake Factory Incorporated Stock Incentive Plan to increase the number of shares of common stock reserved for grant under the plan to 19.8 million shares from 17.5 million shares.
+Added: This amendment was approved by our stockholders at our annual meeting held on May 23, 2022.
The following table presents information related to stock-based compensation, net of forfeitures (in thousands):
−Removed: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
+Added: June 28, 2022
+Added: June 29, 2021
Labor expenses
8 unchanged sentences
Stock Options
−Removed: We did not issue any stock options during the first quarter of fiscal 2022 or fiscal 2021.
−Removed: Stock option activity during the thirteen weeks ended March 29, 2022 was as follows:
+Added: We did not issue any stock options during the second quarter of fiscal 2022 or fiscal 2021.
+Added: Stock option activity during the twenty-six weeks ended June 28, 2022 was as follows:
Exercise Price
4 unchanged sentences
Forfeited or cancelled
−Removed: Outstanding at March 29, 2022
−Removed: Exercisable at March 29, 2022
+Added: Outstanding at June 28, 2022
+Added: Exercisable at June 28, 2022
(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 thirteen weeks ended March 29, 2022 and March 30, 2021 was $ 4.9 million and $ 5.7 million, respectively.
−Removed: As of March 29, 2022, total unrecognized stock-based compensation expense related to unvested stock options was $ 4.1 million, which we expect to recognize over a weighted-average period of approximately 2.4 years.
+Added: There were no options exercised during the thirteen weeks ended June 28, 2022.
+Added: The total intrinsic value of options exercised during the twenty-six weeks ended June 28, 2022 was $ 4.9 million.
+Added: 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.
+Added: As of June 28, 2022, total unrecognized stock-based compensation expense related to unvested stock options was $ 3.6 million, which we expect to recognize over a weighted-average period of approximately 2.2 years.
Restricted Shares and Restricted Share Units
−Removed: Restricted share and restricted share unit activity during the thirteen weeks ended March 29, 2022 was as follows:
+Added: Restricted share and restricted share unit activity during the twenty-six weeks ended June 28, 2022 was as follows:
(In thousands)
Outstanding at December 28, 2021
−Removed: Outstanding at March 29, 2022
+Added: Outstanding at June 28, 2022
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 first quarter of fiscal 2022 and 2021 was $ 39.59 and $ 48.38 , respectively.
−Removed: The fair value of shares that vested during the thirteen weeks ended March 29, 2022 and March 30, 2021 was $ 12.4 million and $ 9.5 million, respectively.
−Removed: As of March 29, 2022, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 61.7 million, which we expect to recognize over a weighted-average period of approximately 3.3 years.
−Removed: Net Income/(Loss) Per Share
−Removed: 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 March 29, 2022 and March 30, 2021, 2.5 million and 2.1 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.
−Removed: 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.
+Added: The weighted average fair value for restricted shares and restricted share units issued during the second quarter of fiscal 2022 and 2021 was $ 30.49 and $ 59.07 , respectively.
+Added: The fair value of shares that vested during the thirteen and twenty-six weeks ended June 28, 2022 was $ 2.1 million and $ 14.5 million, respectively.
+Added: 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.
+Added: As of June 28, 2022, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 54.9 million, which we expect to recognize over a weighted-average period of approximately 3.1 years.
+Added: Net Income Per Share
+Added: Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, reduced by unvested restricted stock awards.
+Added: At June 28, 2022 and June 29, 2021, 2.4 million and 2.1 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: Diluted net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common stock equivalents outstanding for the period.
Common stock equivalents for the Notes are determined by application of the if-converted method, and common stock equivalents for outstanding stock options and restricted stock are determined by the application of the treasury stock method.
2 unchanged sentences
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.
−Removed: In addition, as our Series A preferred stock was a participating security, we were 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.
−Removed: In periods where there was 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: March 29, 2022
−Removed: March 30, 2021
+Added: In addition, as our Series A preferred stock was a participating security, we were
+Added: 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.
+Added: June 28, 2022
+Added: June 29, 2021
+Added: June 28, 2022
+Added: June 29, 2021
(In thousands, except per share data)
−Removed: Basic net income/(loss) per common share:
+Added: Basic net income per common share:
Dividends on Series A preferred stock
−Removed: Net income/(loss) available to common stockholders
+Added: Undistributed earnings allocated to Series A preferred stock
+Added: Net income available to common stockholders
Basic weighted-average shares outstanding
−Removed: Basic net income/(loss) per common share
−Removed: Diluted net income/(loss) per common share:
−Removed: Net income/(loss) available to common stockholders
+Added: Basic net income per common share
+Added: Diluted net income per common share:
+Added: Net income available to common stockholders
Reallocation of undistributed earnings to Series A preferred stock
−Removed: Net income/(loss) available to common stockholders for diluted EPS
+Added: Net income available to common stockholders for diluted earnings per share
Basic weighted-average shares outstanding
1 unchanged sentence
Diluted weighted-average shares outstanding
−Removed: Diluted net income/(loss) per common share
−Removed: (1) Shares of common stock equivalents related to outstanding stock options and restricted stock of 2.9 million and 1.5 million as of March 29, 2022 and March 30, 2021, respectively, were excluded from the diluted calculation due to their anti-dilutive effect.
+Added: Diluted net income per common share
+Added: (1) Shares of common stock equivalents related to outstanding stock options and restricted stock of 3.1 million and 0.9 million as of June 28, 2022 and June 29, 2021, 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: March 29, 2022
−Removed: March 30, 2021
+Added: June 28, 2022
+Added: June 29, 2021
+Added: June 28, 2022
+Added: June 29, 2021
The Cheesecake Factory restaurants
1 unchanged sentence
The Cheesecake Factory restaurants
−Removed: Depreciation and amortization expenses:
+Added: Depreciation and amortization:
The Cheesecake Factory restaurants
1 unchanged sentence
The Cheesecake Factory restaurants
−Removed: Preopening costs:
−Removed: The Cheesecake Factory restaurants
Capital expenditures:
The Cheesecake Factory restaurants
−Removed: March 29, 2022
+Added: Preopening costs:
+Added: The Cheesecake Factory restaurants
+Added: June 28, 2022
December 28, 2021
2 unchanged sentences
Subsequent Events
−Removed: On April 21, 2022, our Board declared a quarterly cash dividend of $ 0.27 per share to be paid on May 24, 2022 to the stockholders of record of each share of our common stock at the close of business on May 11, 2022.
−Removed: Also on April 21, 2022, our Board reinstated our share repurchase program.
+Added: On July 21, 2022, our Board declared a quarterly cash dividend of $ 0.27 per share to be paid on August 23, 2022 to the stockholders of record of each share of our common stock at the close of business on August 10, 2022.
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.