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 January 2, 2024. 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 January 2, 2024 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 January 2,2024. The effectiveness of our internal control over financial reporting as of January 2, 2024 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 January 2, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ ITEM 9B. OTHER INFORMATION N o n e . ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. ​ 53 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 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 ACCOUNTANT 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. ​ ​ 54 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 56 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 89. ​ ITEM 16. FORM 10-K SUMMARY None. ​ 55 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ Page ​ ​ ​ Report of Independent Registered Public Accounting Firm (KPMG LLP, Los Angeles, CA, Auditor Firm ID: 185 ) ​ 57 ​ ​ ​ Consolidated Balance Sheets ​ 59 ​ ​ ​ Consolidated Statements of Income ​ 60 ​ ​ ​ Consolidated Statements of Comprehensive Income ​ 61 ​ ​ ​ Consolidated Statements of Stockholders’ Equity and Series A Convertible Preferred Stock ​ 62 ​ ​ ​ Consolidated Statements of Cash Flows ​ 63 ​ ​ ​ Notes to Consolidated Financial Statements ​ 64 ​ ​ ​ 56 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 January 2, 2024 and January 3, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and series A convertible preferred stock, and cash flows for each of the years in the three-year period ended January 2, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of January 2, 2024, 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 January 2, 2024 and January 3, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended January 2, 2024, 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 January 2, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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. 57 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 Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates 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 a critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of long-lived assets for impairment As discussed in Notes 1, 6, and 11 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 Company’s property and equipment, net, and operating lease asset balances as of January 2, 2024 were $791.1 million and $1,302.2 million, respectively. Based upon the analyses performed, the Company recognized pre-tax impairment charges for long-lived assets of $29.5 million in fiscal year 2023. 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 growth 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 growth and operating margin assumptions. For certain restaurant asset groups, we performed sensitivity analyses over the revenue growth 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 these restaurant asset groups. We compared the Company’s prior year revenue growth and operating margin assumptions to current year actual results to assess the Company’s ability to accurately forecast. We evaluated the Company’s revenue growth and operating margin assumptions for certain restaurant asset groups by comparing the assumptions to the restaurant asset groups’ historical and peer group performance. ​ /s/ KPMG LLP ​ ​ ​ We have served as the Company’s auditor since 2018. ​ Los Angeles, California ​ February 26, 2024 ​ ​ ​ ​ 58 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 2, ​ January 3, ​ 2024 2023 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 56,290 ​ $ 114,777 Accounts and other receivables ​ ​ 103,094 ​ ​ 105,511 Income taxes receivable ​ 20,670 ​ 21,522 Inventories ​ 57,654 ​ 55,559 Prepaid expenses ​ 63,090 ​ 48,399 Total current assets ​ 300,798 ​ 345,768 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 791,093 ​ 746,051 ​ ​ ​ ​ ​ ​ ​ Other assets: ​ ​ ​ ​ ​ ​ Intangible assets, net ​ 251,727 ​ 251,524 Operating lease assets ​ 1,302,150 ​ 1,268,986 Other ​ ​ 194,615 ​ ​ 162,891 Total other assets ​ ​ 1,748,492 ​ ​ 1,683,401 ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 2,840,383 ​ $ 2,775,220 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, SERIES A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 63,152 ​ $ 66,638 Gift card liabilities ​ 222,915 ​ 219,808 Operating lease liabilities ​ ​ 134,905 ​ ​ 139,099 Other accrued expenses ​ ​ 239,699 ​ ​ 231,133 Total current liabilities ​ ​ 660,671 ​ ​ 656,678 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 470,047 ​ 468,032 Operating lease liabilities ​ 1,254,955 ​ 1,233,497 Other noncurrent liabilities ​ ​ 136,648 ​ ​ 125,010 Total liabilities ​ ​ 2,522,321 ​ ​ 2,483,217 Commitments and contingencies (Note 13) ​ ​ ​ ​ ​ ​ Series A convertible preferred stock, $ .01 par value, 200,000 shares authorized; none issued ​ — ​ — Stockholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ .01 par value, 5,000,000 shares authorized; none issued and outstanding ​ ​ — ​ ​ — Common stock, $ .01 par value, 250,000,000 shares authorized; 107,195,287 shares issued and 50,652,129 shares outstanding at January 2, 2024 and 106,323,117 shares issued and 51,173,597 shares outstanding at January 3, 2023 ​ ​ 1,072 ​ ​ 1,063 Additional paid-in capital ​ 913,442 ​ 887,485 Retained earnings ​ 1,216,239 ​ 1,170,078 Treasury stock inclusive of excise tax, 56,543,158 and 55,149,520 shares at cost at January 2, 2024 and January 3, 2023, respectively ​ ( 1,811,997 ) ​ ( 1,765,641 ) Accumulated other comprehensive loss ​ ( 694 ) ​ ( 982 ) Total stockholders’ equity ​ 318,062 ​ 292,003 ​ ​ ​ ​ ​ ​ ​ Total liabilities, Series A convertible preferred stock and stockholders’ equity ​ $ 2,840,383 ​ $ 2,775,220 ​ See the accompanying notes to the consolidated financial statements. ​ 59 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ $ 3,439,503 ​ $ 3,303,156 ​ $ 2,927,540 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Food and beverage costs ​ ​ 803,500 ​ ​ 810,926 ​ ​ 653,133 Labor expenses ​ 1,227,895 ​ 1,211,951 ​ 1,072,628 Other operating costs and expenses ​ 922,428 ​ 881,627 ​ 792,311 General and administrative expenses ​ 217,449 ​ 205,753 ​ 186,136 Depreciation and amortization expenses ​ 93,136 ​ 92,380 ​ 89,654 Impairment of assets and lease termination expenses ​ 29,464 ​ 31,387 ​ 18,139 Acquisition-related contingent consideration, compensation and amortization expenses ​ ​ 11,686 ​ ​ 13,368 ​ ​ 19,510 Preopening costs ​ 25,379 ​ 16,829 ​ 13,711 Total costs and expenses ​ 3,330,937 ​ 3,264,221 ​ 2,845,222 Income from operations ​ 108,566 ​ 38,935 ​ 82,318 Interest and other expense, net ​ ( 8,552 ) ​ ( 6,043 ) ​ ( 10,698 ) Income before income taxes ​ 100,014 ​ 32,892 ​ 71,620 Income tax benefit ​ ( 1,337 ) ​ ( 10,231 ) ​ ( 753 ) Net income ​ ​ 101,351 ​ ​ 43,123 ​ ​ 72,373 Dividends on Series A preferred stock ​ ​ — ​ ​ — ​ ​ ( 18,661 ) Undistributed earnings allocated to Series A preferred stock ​ ​ — ​ ​ — ​ ​ ( 4,581 ) Net income available to common stockholders ​ $ 101,351 ​ $ 43,123 ​ $ 49,131 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 2.10 ​ $ 0.87 ​ $ 1.03 Diluted (Note 1) ​ $ 2.07 ​ $ 0.86 ​ $ 1.01 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 48,324 ​ 49,815 ​ 47,529 Diluted ​ 49,050 ​ 50,414 ​ 48,510 ​ See the accompanying notes to the consolidated financial statements. ​ 60 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 101,351 ​ $ 43,123 ​ $ 72,373 Other comprehensive gain/(loss): ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ 288 ​ ( 695 ) ​ 34 Unrealized gain on derivative, net of tax ​ ​ — ​ ​ — ​ ​ 3,464 Other comprehensive gain/(loss) ​ 288 ​ ( 695 ) ​ 3,498 Total comprehensive income ​ ​ 101,639 ​ ​ 42,428 ​ ​ 75,871 Comprehensive income attributable to Series A preferred stockholders ​ ​ — ​ ​ — ​ ​ ( 23,540 ) Total comprehensive income available to common stockholders ​ $ 101,639 ​ $ 42,428 ​ $ 52,331 ​ See the accompanying notes to the consolidated financial statements. ​ 61 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, December 29, 2020 ​ 200 ​ $ 218,248 ​ ​ 98,645 ​ $ 986 ​ $ 878,148 ​ $ 1,110,087 ​ $ ( 1,696,743 ) ​ $ ( 3,785 ) ​ $ 288,693 Cumulative effect of adopting ASU 2020-06 ​ — ​ ​ ( 4,763 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,763 ​ ​ — ​ ​ — ​ ​ 4,763 Balance, December 29, 2020, as adjusted ​ 200 ​ ​ 213,485 ​ ​ 98,645 ​ ​ 986 ​ ​ 878,148 ​ ​ 1,114,850 ​ ​ ( 1,696,743 ) ​ ​ ( 3,785 ) ​ ​ 293,456 Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 72,373 ​ ​ — ​ ​ — ​ ​ 72,373 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 34 ​ ​ 34 Change in derivative, net of tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,464 ​ ​ 3,464 Cash dividends declared common stock, net of forfeitures ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 588 ​ ​ — ​ ​ — ​ ​ 588 Stock-based compensation ​ — ​ ​ — ​ ​ 759 ​ ​ 8 ​ ​ 24,778 ​ ​ — ​ ​ — ​ ​ — ​ ​ 24,786 Common stock issued under stock-based compensation plans ​ — ​ ​ — ​ ​ 436 ​ ​ 5 ​ ​ 23,177 ​ ​ — ​ ​ — ​ ​ — ​ ​ 23,182 Common stock issuance ​ — ​ ​ — ​ ​ 3,125 ​ ​ 31 ​ ​ 167,019 ​ ​ — ​ ​ — ​ ​ — ​ ​ 167,050 Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5,766 ) ​ ​ — ​ ​ ( 5,766 ) Series A preferred stock cash-settled conversion ​ ( 150 ) ​ ​ ( 160,114 ) ​ ​ — ​ ​ — ​ ​ ( 283,637 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 283,637 ) Series A preferred stock conversion to common stock ​ ( 50 ) ​ ​ ( 53,371 ) ​ ​ 2,401 ​ ​ 24 ​ ​ 53,273 ​ ​ — ​ ​ — ​ ​ — ​ ​ 53,297 Deemed dividends on Series A preferred stock ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 13,591 ) ​ ​ — ​ ​ — ​ ​ ( 13,591 ) Cash dividends declared Series A preferred stock, $ 25.35 per share ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5,070 ) ​ ​ — ​ ​ — ​ ​ ( 5,070 ) Balance, December 28, 2021 ​ — ​ ​ — ​ ​ 105,366 ​ ​ 1,054 ​ ​ 862,758 ​ ​ 1,169,150 ​ ​ ( 1,702,509 ) ​ ​ ( 287 ) ​ ​ 330,166 Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 43,123 ​ ​ — ​ ​ — ​ ​ 43,123 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 695 ) ​ ​ ( 695 ) Cash dividends declared common stock, net of forfeitures, $ 0.81 per share ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 42,195 ) ​ ​ — ​ ​ — ​ ​ ( 42,195 ) Stock-based compensation ​ — ​ ​ — ​ ​ 788 ​ ​ 8 ​ ​ 24,644 ​ ​ — ​ ​ — ​ ​ — ​ ​ 24,652 Common stock issued under stock-based compensation plans ​ — ​ ​ — ​ ​ 169 ​ ​ 1 ​ ​ 83 ​ ​ — ​ ​ — ​ ​ — ​ ​ 84 Treasury stock purchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 63,132 ) ​ ​ — ​ ​ ( 63,132 ) Balance, January 3, 2023 ​ — ​ ​ — ​ ​ 106,323 ​ ​ 1,063 ​ ​ 887,485 ​ ​ 1,170,078 ​ ​ ( 1,765,641 ) ​ ​ ( 982 ) ​ ​ 292,003 Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 101,351 ​ ​ — ​ ​ — ​ ​ 101,351 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 288 ​ ​ 288 Cash dividends declared common stock, net of forfeitures, $ 1.08 per share ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 55,190 ) ​ ​ — ​ ​ — ​ ​ ( 55,190 ) Stock-based compensation ​ — ​ ​ — ​ ​ 872 ​ ​ 9 ​ ​ 25,957 ​ ​ — ​ ​ — ​ ​ — ​ ​ 25,966 Treasury stock purchases, inclusive of excise tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 46,356 ) ​ ​ — ​ ​ ( 46,356 ) Balance, January 2, 2024 ​ — ​ $ — ​ ​ 107,195 ​ $ 1,072 ​ $ 913,442 ​ $ 1,216,239 ​ $ ( 1,811,997 ) ​ $ ( 694 ) ​ $ 318,062 ​ See the accompanying notes to the consolidated financial statements. ​ ​ 62 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2023 2022 2021 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 101,351 ​ $ 43,123 ​ $ 72,373 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net income to cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expenses ​ ​ 93,136 ​ ​ 92,380 ​ ​ 89,654 Impairment of assets and lease termination expenses ​ 26,998 ​ 31,327 ​ 17,937 Deferred income taxes ​ ​ ( 15,715 ) ​ ​ ( 18,646 ) ​ ​ ( 20,849 ) Stock-based compensation ​ 25,781 ​ 24,426 ​ 22,988 Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts and other receivables ​ ​ ( 98 ) ​ ​ ( 12,266 ) ​ ​ ( 24,816 ) Income taxes receivable/payable ​ 852 ​ 14,651 ​ 715 Inventories ​ ( 2,092 ) ​ ( 12,725 ) ​ ( 3,478 ) Prepaid expenses ​ ( 14,694 ) ​ ( 11,960 ) ​ ( 1,137 ) Operating lease assets/liabilities ​ ( 27,113 ) ​ ( 18,404 ) ​ ( 4,106 ) Other assets ​ ​ ( 14,504 ) ​ ​ 13,739 ​ ​ ( 9,227 ) Accounts payable ​ 3,971 ​ 17,586 ​ ( 3,678 ) Gift card liabilities ​ 3,104 ​ 8,634 ​ 26,527 Other accrued expenses ​ ​ 37,424 ​ ​ ( 9,939 ) ​ ​ 50,103 Cash provided by operating activities ​ 218,401 ​ 161,926 ​ 213,006 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to property and equipment ​ ( 151,565 ) ​ ( 112,464 ) ​ ( 66,943 ) Additions to intangible assets ​ ( 1,658 ) ​ ( 680 ) ​ ( 606 ) Other ​ ​ ( 274 ) ​ ​ 329 ​ ​ ( 1,061 ) Cash used in investing activities ​ ( 153,497 ) ​ ( 112,815 ) ​ ( 68,610 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition-related deferred consideration and compensation ​ ​ ( 24,243 ) ​ ​ ( 18,316 ) ​ ​ ( 17,000 ) Borrowings on credit facility ​ ​ 15,000 ​ ​ 130,000 ​ ​ — Repayments on credit facility ​ ​ ( 15,000 ) ​ ​ ( 130,000 ) ​ ​ ( 150,000 ) Convertible debt issuance ​ ​ — ​ ​ — ​ ​ 345,000 Convertible debt direct and incremental costs ​ ​ — ​ ​ — ​ ​ ( 10,074 ) Series A preferred stock cash-settled conversion ​ ​ — ​ ​ — ​ ​ ( 443,751 ) Series A preferred stock conversion direct and incremental costs ​ ​ — ​ ​ — ​ ​ ( 74 ) Series A preferred stock dividend paid ​ ​ — ​ ​ — ​ ​ ( 18,661 ) Common stock issuance ​ — ​ ​ — ​ ​ 175,000 Common stock issuance direct and incremental costs ​ ​ — ​ — ​ ( 7,950 ) Proceeds from exercise of stock options ​ — ​ ​ 84 ​ ​ 24,786 Common stock dividends paid ​ ( 53,207 ) ​ ( 42,272 ) ​ ( 337 ) Treasury stock purchases ​ ( 46,085 ) ​ ( 63,132 ) ​ ( 5,766 ) Cash used in financing activities ​ ( 123,535 ) ​ ( 123,636 ) ​ ( 108,827 ) Foreign currency translation adjustment ​ ​ 144 ​ ( 325 ) ​ ( 27 ) Net change in cash and cash equivalents ​ ( 58,487 ) ​ ​ ( 74,850 ) ​ ​ 35,542 Cash and cash equivalents at beginning of period ​ 114,777 ​ 189,627 ​ 154,085 Cash and cash equivalents at end of period ​ $ 56,290 ​ $ 114,777 ​ $ 189,627 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid ​ $ 9,764 ​ $ 7,233 ​ $ 9,586 Income taxes paid ​ $ 14,473 ​ $ 14,688 ​ $ 13,031 Construction payable ​ $ 16,815 ​ $ 9,346 ​ $ 4,343 ​ See the accompanying notes to the consolidated financial statements. ​ 63 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 334 restaurants throughout the United States and Canada under brands including The Cheesecake Factory ® (216 locations), North Italia ® (37 locations), Flower Child ® (32 locations) and a collection within our Fox Restaurant Concepts (“FRC”) portfolio (41 locations). Internationally, 33 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. We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal years 2023 and 2021 each consisted of 52 weeks. Fiscal year 2022 consisted of 53 weeks. Fiscal year 2024 will consist of 52 weeks. 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. Geopolitical and Other Macroeconomic Impacts to our Operating Environment During fiscal 2021 and 2022, the COVID - 19 pandemic continued to affect our business during periods of accelerated case counts in which we experienced increased restaurant staff absenteeism and temporary shifts in consumer behavior, such as changes in customer traffic or the mix between on-premise and off-premise channels. Along with the COVID-19 pandemic, our operating results were impacted by geopolitical and macroeconomic events, causing supply chain challenges and significantly increased commodity and wage inflation. Some of these factors continued to impact our operating results in fiscal 2023, contributing to significantly increased commodity and other costs. We also encountered delays in opening new restaurants primarily due to delays in permitting and landlord readiness, as well as supply chain challenges. The ongoing impact of geopolitical and macroeconomic events could lead to further shifts in consumer behavior, wage inflation, staffing challenges, product and services cost inflation, disruptions in the supply chain and delay in new restaurant openings. Any of these factors may have an adverse impact on our business and materially adversely affect our financial performance. Cash and Cash Equivalents Amounts receivable from credit card processors, totaling $ 21.0 million and $ 19.1 million at January 2, 2024 and January 3, 2023, 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. 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. 64 Table of Contents 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 these balances, 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. 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 is 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 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. 65 Table of Contents 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 2023, we recorded $ 29.5 million of expense primarily related to the impairment of long-lived assets for three The Cheesecake Factory ( one previously impaired), one North Italia (previously impaired), one Other FRC and two Other restaurant lease terminations. In fiscal 2022, we recorded $ 31.4 million of expense primarily related to the impairment of long - lived assets for three The Cheesecake Factory, one Other FRC and three Other restaurants. In fiscal 2021, we recorded $ 16.3 million of expense primarily related to the impairment of long-lived assets for three The Cheesecake Factory and two Other restaurants. These amounts are recorded in impairment of assets and lease terminations on the consolidated statements of income. Intangible Assets The following table presents components of intangible assets, net (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 Indefinite-lived intangible assets: ​ ​ ​ ​ Goodwill ​ $ 1,451 ​ $ 1,451 Trade names and trademarks ​ 234,341 ​ 234,077 Transferable alcoholic beverage licenses ​ 7,923 ​ 7,683 Total indefinite-lived intangible assets ​ 243,715 ​ 243,211 Definite-lived intangible assets, net: ​ ​ ​ ​ Licensing agreements ​ 4,602 ​ 5,092 Non-transferable alcoholic beverage licenses ​ 3,410 ​ 3,221 Total definite-lived intangible assets ​ 8,012 ​ 8,313 Total intangible assets, net ​ $ 251,727 ​ $ 251,524 ​ 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, wage, product and services inflation, competitive environment, macroeconomic and industry conditions, results of prior impairment tests and share price performance. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements. 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. Key assumptions include projected revenue growth and operating expenses, discount rates, royalty rates, valuation multiples and other factors that could affect fair value or otherwise indicate potential impairment. Such assessments could change materially if different estimates and assumptions were used. We performed our annual impairment assessment of indefinite-lived intangible assets as of the first day of the fourth quarters of fiscal 2023, 2022 and 2021 and concluded there was no impairment. 66 Table of Contents 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. We performed our annual impairment assessment of definite-lived intangible assets as of the first day of the fourth quarters of fiscal 2023, 2022 and 2021. We concluded there was no impairment for fiscal 2023 and 2022 and recorded $ 1.3 million of impairment expense in fiscal 2021 related to licensing agreements. Amortization expenses related to our definite-lived intangible assets were $ 0.8 million, $ 0.7 million and $ 0.7 million for fiscal 2023, 2022 and 2021, respectively. Definite-lived intangible assets will be amortized over one to 52 years . 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. 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 five to seven 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 $ 7.3 million, $ 7.0 million and $ 6.8 million of gift card breakage in fiscal years 2023, 2022 and 2021, 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. 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 2023, we deferred and recognized previously deferred revenue of $ 27.5 million and $ 23.3 million, respectively, related to promotional programs. During fiscal 2022, we deferred and recognized previously deferred revenue of $ 27.3 million and $ 23.6 million, respectively, related to promotional programs. During fiscal 2021, we deferred and recognized previously deferred revenue of $ 27.5 million and $ 15.2 million, respectively, related to promotional programs. 67 Table of Contents 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 if specified co-tenancy requirements are not 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. 68 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. Rent expense is included in other operating costs and expenses in the consolidated statements of income. 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, the value of the operating lease asset and liability and the term over which leasehold improvements for each restaurant are depreciated. These judgments may produce materially different amounts of operating lease assets and liabilities, rent expense and interest expense than would be reported if different assumptions were used. Self-Insurance Liabilities We retain 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 15 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 $ 34.7 million, $ 24.0 million and $ 19.9 million in fiscal 2023, 2022 and 2021, respectively. The increase in fiscal 2023 is primarily due to the launch of our Cheesecake Rewards TM program. 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. 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. 69 Table of Contents 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 and penalties related to uncertain tax positions in income tax expense. Net Income per Share Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, reduced by unvested restricted stock awards. At January 2, 2024, January 3, 2023 and December 28, 2021, 2.9 million shares, 2.5 million shares and 2.1 million shares, respectively, of restricted stock and restricted stock units issued were unvested and, therefore, excluded from the calculation of basic earnings per share for the fiscal years ended on those dates. Diluted net income per share is computed by dividing net income available to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. Common stock equivalents for our convertible senior notes due 2026 (“Notes”) are determined by application of the if-converted method, and common stock equivalents for outstanding stock options, restricted stock and restricted stock units are determined by the application of the treasury stock method. 70 Table of Contents Holders of our Series A Convertible Preferred Stock, par value $ 0.01 per share (the “Series A preferred stock”) participated in dividends on an as-converted basis when declared on common stock. As a result, our Series A preferred stock met the definition of a participating security which required 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 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ (In thousands, except per share data) Basic net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 101,351 ​ $ 43,123 ​ $ 72,373 Dividends on Series A preferred stock ​ — ​ — ​ ( 18,661 ) Undistributed earnings allocated to Series A preferred stock ​ ​ — ​ ​ — ​ ​ ( 4,581 ) Net income available to common stockholders ​ 101,351 ​ 43,123 ​ 49,131 Basic weighted-average shares outstanding ​ ​ 48,324 ​ ​ 49,815 ​ ​ 47,529 Basic net income per common share ​ $ 2.10 ​ $ 0.87 ​ $ 1.03 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders ​ ​ 101,351 ​ ​ 43,123 ​ ​ 49,131 Reallocation of undistributed earnings to Series A preferred stock ​ ​ — ​ ​ — ​ ​ 85 Net income available to common stockholders for diluted EPS ​ ​ 101,351 ​ ​ 43,123 ​ ​ 49,216 Basic weighted-average shares outstanding ​ ​ 48,324 ​ ​ 49,815 ​ ​ 47,529 Dilutive effect of equity awards (1) ​ ​ 726 ​ ​ 599 ​ ​ 981 Diluted weighted-average shares outstanding ​ ​ 49,050 ​ ​ 50,414 ​ ​ 48,510 Diluted net income per common share ​ $ 2.07 ​ $ 0.86 ​ $ 1.01 (1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock units of 2.9 million, 3.3 million and 1.9 million for fiscal 2023, 2022 and 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. Comprehensive Income Comprehensive 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 income, unrealized gains on our interest rate swap and translation gains/(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. 71 Table of Contents Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The amendment also provides further disclosure comparability. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively. However, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. 2. 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 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 2, 2024 ​ Level 1 Level 2 Level 3 Assets/(Liabilities) ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation assets ​ $ 94,136 ​ $ — ​ $ — Non-qualified deferred compensation liabilities ​ ​ ( 93,979 ) ​ ​ — ​ ​ — Acquisition-related contingent consideration and compensation liability ​ ​ — ​ ​ — ​ ​ ( 25,495 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 3, 2023 ​ Level 1 Level 2 Level 3 Assets/(Liabilities) ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation assets ​ $ 78,542 ​ $ — ​ $ — Non-qualified deferred compensation liabilities ​ ​ ( 78,286 ) ​ ​ — ​ ​ — Acquisition-related deferred consideration (1) ​ ​ — ​ ​ ( 10,751 ) ​ ​ — Acquisition-related contingent consideration and compensation liability ​ ​ — ​ ​ — ​ ​ ( 28,565 ) (1) The final $ 11.3 million payment related to the Acquisition - related deferred consideration was made in fiscal year 2023. 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 liability are recognized in acquisition-related contingent consideration, compensation and amortization expenses in our consolidated statements of income. 72 Table of Contents The following table presents a reconciliation of the beginning and ending amounts of the fair value of the acquisition-related contingent consideration and compensation liability categorized as Level 3 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 28,565 ​ $ 23,894 Payment ​ ​ ( 12,994 ) ​ ​ ( 7,187 ) Change in fair value ​ 9,924 ​ 11,858 Ending balance ​ $ 25,495 ​ $ 28,565 ​ The fair value of the Acquisition-related contingent consideration and compensation liability 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 utilized to determine the fair value of the acquisition-related contingent consideration and compensation liability was $ 2.6 million to $ 235.4 million at January 2, 2024 and $ 0 to $ 276.0 million at January 3, 2023. Results could change materially if different estimates and assumptions were used. During fiscal 2023, the fair value of the contingent consideration and compensation liability decreased by $ 3.1 million due to a payment of $ 13.0 million per the FRC acquisition agreement, partially offset by $ 9.9 million increase in the fair value primarily stemming from a change in the volatility factors, as well as an increase in fiscal 2023 revenues and estimated future revenues utilized in the calculation and amortization. During fiscal 2022, the fair value of the contingent consideration and compensation liability increased by $ 4.7 million due to an $ 11.9 million increase in the fair value primarily stemming from a change in the volatility factors, as well as an increase in fiscal 2022 revenues and estimated future revenues utilized in the calculation and amortization, partially offset by a payment of $ 7.2 million per the FRC acquisition agreement. 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. At both January 2, 2024 and January 3, 2023, we had $ 345.0 million aggregate principal amount of Notes outstanding. The estimated fair value of the Notes based on a market approach as of January 2, 2024 and January 3, 2023 was approximately $ 298.8 million and $ 282.9 million, respectively, 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. The increase in the fair value of the Notes was primarily due to an increase in our stock price. See Note 10 for further discussion of the Notes. ​ 3. Accounts and Other Receivables Accounts and other receivables consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 ​ ​ ​ ​ ​ ​ ​ Gift card distributors ​ $ 35,777 ​ $ 37,586 Bakery customers ​ ​ 13,863 ​ ​ 16,561 Landlord construction contributions ​ 12,650 ​ 9,862 Insurance providers ​ ​ 9,984 ​ ​ 10,529 Delivery partner ​ ​ 7,154 ​ ​ 7,757 Other ​ ​ 23,666 ​ ​ 23,216 Total ​ $ 103,094 ​ $ 105,511 ​ ​ 73 Table of Contents 4. Inventories Inventories consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 ​ ​ ​ ​ ​ ​ ​ Restaurant food and supplies ​ $ 32,283 ​ $ 30,783 Bakery finished goods and work in progress ​ 16,230 ​ 17,250 Bakery raw materials and supplies ​ 9,141 ​ 7,526 Total ​ $ 57,654 ​ $ 55,559 ​ ​ 5. Prepaid Expenses Prepaid expenses consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 ​ ​ ​ ​ ​ ​ ​ Gift card contract assets ​ $ 19,111 ​ $ 19,886 Prepaid rent (1) ​ 24,438 ​ 12,165 Other ​ 19,541 ​ 16,348 Total ​ $ 63,090 ​ $ 48,399 (1) The primary cause for the increase in prepaid rent expenses is a higher number of restaurants under construction at January 2, 2024 where the lease has not yet commenced compared to the prior year. ​ ​ 6. Property and Equipment Property and equipment consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 ​ ​ ​ ​ ​ ​ ​ Land and related improvements ​ $ 15,852 ​ $ 15,852 Buildings ​ 44,179 ​ 44,138 Leasehold improvements ​ 1,291,153 ​ 1,225,860 Furnishings, fixtures and equipment ​ 625,931 ​ 584,924 Computer software and equipment ​ 57,952 ​ 60,861 Restaurant smallwares ​ 38,234 ​ 36,494 Construction in progress ​ 58,067 ​ 36,675 ​ ​ ​ ​ ​ ​ ​ Property and equipment, total ​ 2,131,368 ​ 2,004,804 Less: Accumulated depreciation ​ ( 1,340,275 ) ​ ( 1,258,753 ) Property and equipment, net ​ $ 791,093 ​ $ 746,051 ​ Depreciation expenses related to property and equipment for fiscal 2023, 2022 and 2021 were $ 92.9 million, $ 92.1 million and $ 89.4 million, respectively. Repair and maintenance expenses for fiscal 2023, 2022 and 2021 were $ 99.5 million, $ 89.1 million and $ 77.4 million, respectively and are recorded in other operating costs and expenses. Net (income)/expense for property and equipment disposals was ($ 0.4 ) million, $ 1.6 million and $ 1.1 million, in fiscal 2023, 2022 and 2021, respectively. ​ 74 Table of Contents 7. Other Assets Other assets consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation assets (1) ​ $ 94,136 ​ $ 78,542 Deferred income taxes (2) ​ ​ 91,944 ​ ​ 76,245 Other ​ ​ 8,535 ​ ​ 8,104 Total ​ $ 194,615 ​ $ 162,891 (1) See Note 16 for further discussion of our non-qualified deferred compensation assets. (2) See Note 17 for further discussion of our income taxes. ​ 8. Gift Cards The following tables present information related to gift cards (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 Gift card liabilities: ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 219,808 $ 211,182 Activations ​ 140,647 ​ 152,368 Redemptions and breakage ​ ( 137,540 ) ​ ( 143,743 ) Ending balance ​ $ 222,915 $ 219,808 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 Gift card contract assets: (1) ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 19,886 $ 18,468 Deferrals ​ 14,957 ​ 16,440 Amortization ​ ( 15,732 ) ​ ( 15,022 ) Ending balance ​ $ 19,111 $ 19,886 (1) Included in prepaid expenses on the consolidated balance sheets. ​ ​ 9. Other Accrued Expenses Other accrued expenses consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 ​ ​ ​ ​ ​ ​ ​ Self-insurance ​ $ 71,546 ​ $ 71,872 Salaries and wages (1) ​ 51,040 ​ 43,402 Staff member benefits ​ 28,951 ​ 27,332 Payroll and sales taxes ​ 20,365 ​ 24,861 Rent ​ ​ 18,973 ​ ​ 12,713 Deferred consideration (2) ​ ​ — ​ ​ 10,751 Other ​ 48,824 ​ 40,202 Total ​ $ 239,699 ​ $ 231,133 (1) The increase in accrued salaries and wages was primarily due to the timing of payroll disbursements in relation to the fiscal 2023 versus 2022 year-end dates. (2) The final $ 11.3 million payment related to the Acquisition-related deferred consideration was made in fiscal year 2023. ​ 75 Table of Contents 10. Long-Term Debt Revolving Credit Facility On October 6, 2022, we entered into a Fourth Amended and Restated Loan Agreement (the “Loan Agreement” and the revolving credit facility provided thereunder, the “Revolver Facility”). The Loan Agreement amends and restates in its entirety our prior credit agreement. The Revolver Facility, which terminates on October 6, 2027, provides us with revolving loan commitments that total $ 400 million, of which $ 50 million may be used for issuances of letters of credit. The Revolver Facility contains a commitment increase feature that, subject to certain conditions precedent, could provide for an additional $ 200 million in revolving loan commitments. Our obligations under the Revolver Facility are unsecured. Certain of our material subsidiaries have guaranteed our obligations under the Revolver Facility. On October 6, 2022, we repaid the outstanding balance under the then-existing credit agreement and borrowed the same amount on the Revolver Facility. In November 2023, we borrowed $ 15.0 million on the Revolver Facility and repaid it in December 2023. As of January 2, 2024, we had net availability for borrowings of $ 236.5 million, based on a $ 130.0 million outstanding debt balance and $ 33.5 million in standby letters of credit under the Revolver Facility. Under the Revolver Facility, we are subject to the following financial covenants as of the last day of each fiscal quarter: (i) a maximum ratio of net adjusted debt to EBITDAR (the “Amended Net Adjusted Leverage Ratio”) of 4.25 and (ii) a minimum ratio of EBITDAR to interest and rent expense (“EBITDAR Ratio”) of 1.90 . The Amended Net Adjusted Leverage Ratio includes a rental expense multiplier of six as compared to eight in the prior credit agreement. At January 2, 2024, we were in compliance with all covenants in effect at that date. Borrowings under the Loan Agreement bear interest, at our election, at a rate equal to either: (i) the sum of (A) adjusted term SOFR (as defined in the Loan Agreement, the “Term SOFR Rate”) plus (B) a rate variable based on the Amended Net Adjusted Leverage Ratio, ranging from 1.00 % to 1.75 %, or (ii) the sum of (A) the highest of (x) the rate of interest last quoted by The Wall Street Journal as the prime rate in effect in the United States, (y) the greater of the rate calculated by the Federal Reserve Bank of New York as the federal funds effective rate or the rate that is published by the Federal Reserve Bank of New York as the overnight bank funding rate, in either case, plus 0.50 %, and (z) the one-month Term SOFR Rate plus 1.00 %, plus (B) a rate variable based on the Net Adjusted Leverage Ratio, ranging from 0.00 % to 0.75 %. We will also pay a fee variable based on the Net Adjusted Leverage Ratio, ranging from 0.125 % to 0.25 %, on the daily amount of unused commitments under the Loan Agreement. 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 SOFR plus other customary fees charged by the issuing bank. We paid certain customary loan origination fees in conjunction with the Loan Agreement. We are also subject to customary events of default that, if triggered, could result in acceleration of the maturity of the Revolver Facility. Subject to certain exceptions, the Revolver Facility also limits distributions with respect to our equity interests, such as cash dividends and share repurchases, based on a defined ratio, and also sets forth negative covenants that restrict indebtedness, liens, investments, sales of assets, fundamental changes and other matters. Convertible Senior Notes On June 15, 2021, we issued $ 345.0 million aggregate principal amount of convertible senior notes due 2026 (“Notes”). The net proceeds from the sale of the Notes were approximately $ 334.9 million after deducting issuance costs related to the Notes. The Notes are senior, unsecured obligations and are (i) equal in right of payment with our existing and future senior, unsecured indebtedness; (ii) senior in right of payment to our existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; 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. 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. 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. The Notes will mature on June 15, 2026, unless earlier repurchased, redeemed or converted. Before February 17, 2026, noteholders will have the right to convert their Notes only upon the occurrence of certain events. 76 Table of Contents From and after February 17, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of our common stock. However, upon conversion of any Notes, the conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 30 trading days, will be paid in cash up to at least the principal amount of the Notes being converted. The initial conversion rate is 12.7551 shares of common stock per $ 1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 78.40 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. 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. At January 2, 2024, the conversion rate for the Notes was 13.4936 shares of common stock per $ 1,000 principal amount of the Notes, which represents a conversion price of approximately $ 74.11 per share of common stock. In connection with the cash dividend that was declared by our Board on February 15, 2024, on March 5, 2024 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; and (ii) the trading day immediately before the date we send such notice. However, we may not redeem less than all of the outstanding Notes unless at least $ 150.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time we send the related redemption notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving us and certain de-listing events with respect to our common stock. The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) our failure to send certain notices under the Indenture within specified periods of time; (iii) our failure to comply with certain covenants in the Indenture relating to our ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of our assets and our subsidiaries, taken as a whole, to another person; (iv) a default by us in our other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by us or any of our significant subsidiaries with respect to indebtedness for borrowed money of at least $ 20,000,000 ; (vi) the rendering of certain judgments against us or any of our significant subsidiaries for the payment of at least $ 25,000,000 , where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving us or any of our significant subsidiaries. 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. 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. 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. 77 Table of Contents As of January 2, 2024, the Notes had a gross principal balance of $ 345.0 million and a balance of $ 340.0 million, net of unamortized issuance costs of $ 5.0 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. Total amortization expense was $ 2.0 million, $ 2.0 million and $ 1.1 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively and was included in interest expense in the consolidated statements of income. The effective interest rate for the Notes was 0.96 % as of January 2, 2024. ​ 11. Leases Components of lease expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2023 2022 2021 Operating ​ $ 145,774 ​ $ 140,351 ​ $ 131,834 Variable ​ ​ 87,047 ​ ​ 81,585 ​ 73,909 Short-term ​ ​ 142 ​ ​ 116 ​ 283 Total ​ $ 232,963 ​ $ 222,052 ​ $ 206,026 ​ Supplemental information related to leases (in thousands, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2023 2022 ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 145,836 ​ $ 149,624 ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ ​ 114,373 ​ ​ 86,187 ​ Weighted-average remaining lease term — operating leases (in years) ​ ​ 14.9 ​ ​ 15.2 ​ Weighted-average discount rate — operating leases ​ ​ 5.3 % ​ 5.0 % ​ As of January 2, 2024, the maturities of our operating lease liabilities were as follows (in thousands): ​ ​ ​ ​ ​ Fiscal year 2024 ​ $ 138,459 Fiscal year 2025 ​ 146,828 Fiscal year 2026 ​ 144,453 Fiscal year 2027 ​ 142,444 Fiscal year 2028 ​ ​ 149,919 Thereafter ​ 1,357,092 Total future lease payments ​ ​ 2,079,195 Less: Interest ​ ​ ( 689,335 ) Present value of lease liabilities ​ $ 1,389,860 ​ Operating lease liabilities include $ 710.3 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $ 280.7 million of legally binding minimum lease payments for leases signed but not yet commenced. 12. Other Noncurrent Liabilities Other noncurrent liabilities consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ January 2, 2024 January 3, 2023 ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation liabilities (1) ​ $ 93,979 ​ $ 78,286 Contingent consideration and compensation liability ​ ​ 25,495 ​ ​ 28,565 Other ​ 17,174 ​ 18,159 Total ​ $ 136,648 ​ $ 125,010 (1) See Note 16 for further discussion of our non-qualified deferred compensation assets and liabilities. ​ 78 Table of Contents 13. Commitments and Contingencies Purchase obligations, which include inventory purchases, equipment purchases, information technology and other miscellaneous commitments, were $ 101.4 million and $ 129.9 million at January 2, 2024 and January 3, 2023, 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 $ 414.8 million and $ 252.4 million at January 2, 2024 and January 3, 2023, respectively. The FRC acquisition agreement included a contingent consideration provision of which the remainder is payable annually from 2024 through 2027 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. The liability for this contingent consideration provision was $ 25.5 million at January 2, 2024. See Note 2 for discussion of the fair value measurement of this liability. 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. As credit guarantees to insurers, we had $ 33.5 million and $ 31.5 million at January 2, 2024 and January 3, 2023, 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 $ 71.5 million and $ 71.9 million at January 2, 2024 and January 3, 2023, 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 November 10, 2022, the parties participated in voluntary mediation and reached a settlement of all claims. We reserved an immaterial amount for settlement purposes. Final payment under the settlement agreement was made in October 2023 following the final agency approval. On February 10, 2023, a class action complaint was filed against the Company in the United States District Court for the Southern District of California (Lightoller vs. TCF Co. LLC., Case No. 3:23-cv-00272-AJB-NLS), alleging violations of state privacy laws. The lawsuit alleges that the Company violated state wiretapping and privacy laws by improperly tracking and/or recording the keystrokes of visitors on the Company’s website without permission. A similar case was filed in the United States District Court for the District of Maryland on February 21, 2023 (Curd v. TCF CO. LLC; Civil Action No. 1:23-cv-00472-JMC). On May 10, 2023, the plaintiffs in Case Nos. 3:23-cv-00272 and 1:23-cv-00472 voluntarily dismissed their complaints against the Company without prejudice. 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. 79 Table of Contents 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 $ 3.4 million, excluding accrued potential bonuses of $ 2.6 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 January 2, 2024. 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. ​ 14. Stockholders’ Equity Common Stock Issuance On June 15, 2021, we issued 3.125 million shares of our common stock for $ 175.0 million. In connection with the issuance, we incurred direct and incremental costs of $ 8.0 million. Common Stock - Dividends and Share Repurchases Following the suspension that began in fiscal 2020 due to the impact of COVID-19 on our business and in conjunction with the terms of our Loan Agreement, our Board declared a quarterly dividend in the second quarter of fiscal 2022 and has declared quarterly dividends since then. Our Board declared dividends of $ 1.08 per common share in the aggregate during fiscal 2023. 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 Loan Agreement and applicable law, and such other factors that the Board considers relevant. (See Note 10 for further discussion of our long-term debt.) On October 26, 2022, our Board increased the authorization to repurchase our common stock by 5.0 million shares to 61.0 million shares. Under this authorization, we have cumulatively repurchased 56.5 million shares at a total cost of $ 1,811.7 million, excluding excise tax, through January 2, 2024. During fiscal 2023, 2022 and 2021, we repurchased 1.4 million, 2.0 million and 0.1 million shares of our common stock at a cost of $ 46.1 million, $ 63.1 million and $ 5.8 million, excluding excise tax, respectively. The increase from fiscal 2021 to 2022 is primarily due to the resumption of our share repurchase program in the second quarter of fiscal 2022 after the suspension that began in fiscal 2020 due to the impact of COVID-19 on our business and in conjunction with the terms of our Loan Agreement. 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 program 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. Share repurchases may be made from time to time in open market purchases, privately-negotiated transactions, accelerated share repurchase programs, issuer self-tender offers or otherwise. 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 FRC acquisition, our share price and current market conditions. The timing and number of shares repurchased are also subject to legal constraints and covenants under our Loan Agreement that limit share repurchases based on a defined ratio. (See Note 10 for further discussion of our long-term debt.) ​ Series A Convertible Preferred Stock On April 20, 2020, 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. Upon adoption of ASU 2020-06 in the first quarter of fiscal 2021, we recorded a $ 4.8 million cumulative adjustment to retained earnings to reverse beneficial conversion features recorded during fiscal 2020. ​ 80 Table of Contents The Series A preferred stock ranked 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 would 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. ​ On June 15, 2021, we paid $ 443.8 million in connection with the cash-settled conversion of 150,000 shares of our outstanding Series A preferred stock (effected through a repurchase agreement), which was recognized through additional paid in capital. We also share-settled the conversion of the remaining 50,000 shares of our outstanding Series A convertible preferred stock into 2,400,864 shares of our common stock. These are both based on the then current Liquidation Preference per share of $ 1,067.42 and conversion price of $ 22.23 . ​ 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. During the second quarter of fiscal 2021, $ 13.6 million in payments were made in connection with the conversion of the Series A 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. ​ 15. 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 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. This amendment was approved by our stockholders at our annual meeting held on May 23, 2022. Approximately 3.1 million of these shares were available for grant as of January 2, 2024. 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. 81 Table of Contents The following table presents information related to stock-based compensation, net of forfeitures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Labor expenses ​ $ 9,914 ​ $ 9,590 ​ $ 8,856 Other operating costs and expenses ​ 318 ​ 321 ​ 311 General and administrative expenses ​ 15,549 ​ 14,515 ​ 13,821 Total stock-based compensation ​ 25,781 ​ 24,426 ​ 22,988 Income tax benefit ​ 6,437 ​ 6,026 ​ 5,646 Total stock-based compensation, net of taxes ​ $ 19,344 ​ $ 18,399 ​ $ 17,342 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capitalized stock-based compensation (1) ​ $ 185 ​ $ 226 ​ $ 194 (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 2023 was $ 15.76 per share. The fair value of options issued was estimated utilizing the Black-Scholes valuation model with the following weighted-average assumptions: (a) an expected option term of 6.7 years, (b) expected stock price volatility of 45.2 %, (c) a risk-free interest rate of 4.0 % and (d) a dividend yield on our stock of 2.7 %. We did not issue any stock options during fiscal 2022 or 2021. 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 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Remaining ​ ​ ​ ​ ​ ​ Average ​ Contractual ​ Aggregate ​ Shares Exercise Price Term Intrinsic Value (1) ​ ​ (In thousands) ​ (Per share) ​ (In years) ​ (In thousands) Outstanding at beginning of year 1,685 ​ $ 46.11 ​ 4.2 ​ $ 0 Granted 40 ​ $ 40.42 ​ ​ ​ ​ ​ Exercised — ​ $ — ​ ​ ​ ​ ​ Forfeited or cancelled ( 175 ) ​ $ 48.01 ​ ​ ​ ​ ​ Outstanding at end of year 1,550 ​ $ 45.75 ​ 3.8 ​ $ 0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at end of year 1,199 ​ $ 47.11 ​ 3.1 ​ $ 0 (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. There were no options exercised during fiscal 2023. The total intrinsic value of options exercised during fiscal 2022 and 2021 was $ 4.9 million and $ 7.1 million, respectively. As of January 2, 2024, total unrecognized stock-based compensation expense related to unvested stock options was $ 1.5 million, which we expect to recognize over a weighted-average period of approximately 1.3 years. 82 Table of Contents Restricted Shares and Restricted Share Units Restricted share and restricted share unit activity during fiscal 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ Shares Fair Value ​ ​ (In thousands) ​ (Per share) Outstanding at beginning of year ​ 2,512 ​ $ 41.93 Granted 1,005 ​ $ 37.73 Vested ( 501 ) ​ $ 43.59 Forfeited ( 130 ) ​ $ 39.77 Outstanding at end of year 2,886 ​ $ 40.28 ​ 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 2023, 2022 and 2021 was $ 37.73 , $ 36.84 and $ 49.57 , respectively. The fair value of shares that vested during fiscal 2023, 2022 and 2021 was $ 21.8 million, $ 18.5 million and $ 15.4 million, respectively. As of January 2, 2024, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 57.1 million, which we expect to recognize over a weighted-average period of approximately 2.9 years. ​ 16. 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 2023, 2022 and 2021 was $ 2.3 million, $ 2.1 million and $ 2.1 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 2023, 2022 and 2021 was $ 1.3 million, $ 1.4 million and $ 1.2 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. 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 $ 11.3 million and $ 14.0 million as of January 2, 2024 and January 3, 2023, respectively. (See Note 1 for further discussion of accounting for our self-insurance liabilities.) ​ 83 Table of Contents 17. Income Taxes The provision for income taxes consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ $ 100,014 ​ $ 32,892 ​ $ 71,620 Income tax provision/(benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 7,183 ​ $ 3,520 ​ $ 15,746 State ​ 7,195 ​ 4,895 ​ 4,350 Total current ​ 14,378 ​ 8,415 ​ 20,096 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ( 15,329 ) ​ ( 17,733 ) ​ ( 20,434 ) State ​ ( 386 ) ​ ( 913 ) ​ ( 415 ) Total deferred ​ ( 15,715 ) ​ ( 18,646 ) ​ ( 20,849 ) Total benefit ​ $ ( 1,337 ) ​ $ ( 10,231 ) ​ $ ( 753 ) ​ The following reconciles the U.S. federal statutory rate to the effective tax rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State and district income taxes, net of federal benefit 5.4 ​ 8.9 ​ 4.2 ​ Credit for FICA taxes paid on tips ( 24.9 ) ​ ( 66.4 ) ​ ( 24.2 ) ​ Other credits and incentives ( 2.2 ) ​ ( 10.7 ) ​ ( 4.2 ) ​ Impact of net operating loss carryback 0.0 ​ 0.0 ​ ( 6.3 ) ​ Deferred compensation ( 2.4 ) ​ 9.7 ​ ( 2.9 ) ​ Equity compensation ​ 1.5 ​ 5.5 ​ 0.0 ​ Uncertain tax positions ​ ( 0.7 ) ​ ( 2.3 ) ​ 10.3 ​ Non-deductible executive compensation ​ 0.8 ​ 2.8 ​ 0.3 ​ Other 0.2 ​ 0.4 ​ 0.7 ​ Effective tax rate ( 1.3 ) % ( 31.1 ) % ( 1.1 ) % ​ On March 27, 2020, the CARES Act was signed into law. It included provisions allowing for the carryback of net operating losses generated in fiscal years 2018, 2019 and 2020. During fiscal 2021, we filed a refund claim in the amount of $ 18.4 million for our fiscal 2020 net operating loss carryback, which was received during fiscal 2022. In January 2022, we filed amended returns for tax years 2018 and 2019 requesting total refunds of $ 21.3 million for credits released by our fiscal 2020 loss carryback. These refunds have not yet been received. The effects of these claims were primarily included in our fiscal 2020 provision for income taxes, using estimates based on the best information available at the time we prepared our fiscal 2020 consolidated financial statements, and were adjusted to as-filed actual amounts in our fiscal 2021 provision for income taxes. These adjustments had a minor effect on our fiscal 2021 provision for income taxes. In our fiscal 2021 provision for income taxes, we also recorded the effects of accelerating the remittance of certain FICA taxes that had been deferred pursuant to the CARES Act. The accelerated remittance increased the value of our fiscal 2020 loss carryback by $ 4.3 million. We made no further adjustments in our fiscal 2023 provision for income taxes relating to these amounts. ​ 84 Table of Contents Following are the temporary differences that created our deferred tax assets and liabilities (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ January 2, 2024 January 3, 2023 Deferred tax assets: ​ ​ ​ ​ ​ ​ Staff member benefits ​ $ 35,932 ​ $ 31,325 Insurance reserves ​ 14,931 ​ 14,374 Operating lease liability ​ ​ 324,587 ​ ​ 323,094 Deferred income ​ 38,074 ​ 35,928 Tax credit carryforwards ​ 74,004 ​ 57,710 Goodwill ​ 22,743 ​ 21,331 Stock-based compensation ​ ​ 10,789 ​ ​ 10,769 State and foreign net operating loss carryforwards ​ ​ 1,640 ​ ​ 2,435 Other ​ ​ 674 ​ ​ 604 Subtotal ​ 523,374 ​ 497,570 Less: Valuation allowance ​ ( 1,444 ) ​ ( 1,223 ) Total ​ $ 521,930 ​ $ 496,347 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Property and equipment ​ $ ( 121,219 ) ​ $ ( 113,565 ) Prepaid expenses ​ ( 8,933 ) ​ ( 8,151 ) Inventory ​ ( 8,882 ) ​ ( 8,399 ) Accrued rent ​ ​ ( 5,889 ) ​ ​ ( 5,285 ) Operating lease asset ​ ​ ( 284,244 ) ​ ​ ( 283,921 ) Other ​ ​ ( 819 ) ​ ​ ( 781 ) Total ​ $ ( 429,986 ) ​ $ ( 420,102 ) ​ ​ ​ ​ ​ ​ ​ Net deferred tax asset ​ $ 91,944 ​ $ 76,245 ​ At January 2, 2024 and January 3, 2023, we had $ 72.8 million and $ 56.5 million, respectively of U.S. federal credit carryforwards which begin to expire in 2038 and $ 1.6 million and $ 1.6 million, respectively, of state hiring and investment credits which begin to expire in 2024. At January 2, 2024 and January 3, 2023, we had $ 2.3 million and $ 2.5 million, respectively of foreign net operating loss carryforwards which begin to expire in 2038 and $ 27.4 million and $ 46.6 million, respectively, of state net operating loss carryforwards with statutory carryforward periods ranging from 5 years to no expiration period. The earliest year that a material state net operating loss will expire is 2032. 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 January 2, 2024 and January 3, 2023 we carried a valuation allowance of $ 1.4 million and $ 1.2 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 2015. ​ At January 2, 2024, we had a reserve of $ 3.8 million for uncertain tax positions, all of which would favorably impact our effective income tax rate if resolved in our favor. A reconciliation of the beginning and ending amount of our uncertain tax positions is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of year ​ $ 3,787 ​ $ 4,799 ​ $ 655 Additions related to prior year tax positions ​ ​ 181 ​ ​ 227 ​ ​ 4,157 Additions related to current period tax positions ​ ( 121 ) ​ ( 54 ) ​ ( 13 ) Reductions related to settlements with taxing authorities ​ — ​ ( 1,185 ) ​ — Balance at end of year ​ $ 3,847 ​ $ 3,787 ​ $ 4,799 ​ 85 Table of Contents At January 2, 2024 and January 3, 2023, we had $ 1.4 million and $ 2.2 million, respectively, of accrued interest and penalties related to uncertain tax positions. $ 0.3 million of the balance of uncertain tax positions at January 2, 2024 related 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. ​ 18. 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 and our bakery division. 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 and our bakery division) along with our businesses that do not qualify as operating segments are combined in Other. Unallocated corporate expenses, capital expenditures and assets are also combined in Other. 86 Table of Contents Segment information is presented below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2023 2022 2021 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 2,595,066 ​ $ 2,528,043 ​ $ 2,293,225 North Italia ​ ​ 258,878 ​ ​ 228,622 ​ ​ 171,901 Other FRC ​ ​ 263,923 ​ ​ 237,552 ​ ​ 182,175 Other ​ 321,636 ​ 308,939 ​ 280,239 Total ​ $ 3,439,503 ​ $ 3,303,156 ​ $ 2,927,540 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 297,063 ​ $ 220,765 ​ $ 242,599 North Italia ​ ​ 18,515 ​ ​ 13,934 ​ ​ 8,624 Other FRC ​ ​ 19,422 ​ ​ 23,577 ​ ​ 16,323 Other (1) ​ ( 226,434 ) ​ ( 219,341 ) ​ ( 185,228 ) Total ​ $ 108,566 ​ $ 38,935 ​ $ 82,318 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 64,206 ​ $ 66,539 ​ $ 65,987 North Italia ​ ​ 6,407 ​ ​ 5,713 ​ ​ 4,078 Other FRC ​ ​ 7,916 ​ ​ 6,231 ​ ​ 4,802 Other ​ 14,607 ​ 13,897 ​ 14,787 Total ​ $ 93,136 ​ $ 92,380 ​ $ 89,654 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impairment of assets and lease termination expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 20,401 ​ $ 19,701 ​ $ 11,904 North Italia ​ ​ 1,015 ​ ​ — ​ ​ — Other FRC ​ ​ 2,582 ​ ​ 3,909 ​ ​ 1,305 Other ​ ​ 5,466 ​ ​ 7,777 ​ ​ 4,930 Total ​ $ 29,464 ​ $ 31,387 ​ $ 18,139 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preopening costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 12,857 ​ $ 9,525 ​ $ 4,868 North Italia ​ ​ 5,058 ​ ​ 4,305 ​ ​ 4,510 Other FRC ​ ​ 6,482 ​ ​ 1,361 ​ ​ 3,188 Other ​ 982 ​ ​ 1,638 ​ ​ 1,145 Total ​ $ 25,379 ​ $ 16,829 ​ $ 13,711 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 80,752 ​ $ 65,996 ​ $ 31,832 North Italia ​ ​ 26,882 ​ ​ 14,818 ​ ​ 12,539 Other FRC ​ ​ 27,562 ​ ​ 18,895 ​ ​ 13,524 Other ​ ​ 16,369 ​ ​ 12,755 ​ ​ 9,048 Total ​ $ 151,565 ​ $ 112,464 ​ $ 66,943 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 1,571,943 ​ $ 1,625,073 ​ $ 1,653,161 North Italia ​ ​ 346,810 ​ ​ 306,642 ​ ​ 270,029 Other FRC ​ ​ 399,038 ​ ​ 301,618 ​ ​ 276,369 Other ​ 522,592 ​ 541,887 ​ 598,566 Total ​ $ 2,840,383 ​ $ 2,775,220 ​ $ 2,798,125 (1) Fiscal 2023, 2022 and fiscal 2021 include $ 11.7 million, $ 13.4 million and $ 19.5 million, respectively, of acquisition-related expenses. These amounts were recorded in acquisition-related costs and acquisition-related contingent consideration, compensation and amortization expenses in the consolidated statements of income. ​ 87 Table of Contents 19. Subsequent Events On February 15, 2024, our Board declared a quarterly cash dividend of $ 0.27 per share to be paid on March 19, 2024 to the stockholders of record of each share of our common stock at the close of business on March 6, 2024. ​ 88 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 ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.3 ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.4 ​ Second Amendment to Membership Interest Purchase Agreement, dated as of June 1, 2021, by and among The Cheesecake Factory Restaurants, Inc., Fox Restaurant Concepts LLC, and SWF Posse LLC, as Seller’s representative # † ​ 10-Q ​ 000-20574 ​ 2.1 ​ 8/4/21 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.5 ​ Third Amendment to Membership Interest Purchase Agreement, dated as of January 7, 2022, by and among The Cheesecake Factory Restaurants, Inc., Fox Restaurant Concepts LLC, and SWF Posse LLC, as Seller’s representative # † ​ 10-K ​ 000-20574 ​ 2.7 ​ 2/22/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 October 26, 2022) ​ 8-K ​ 000-20574 ​ 3.1 ​ 11/01/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S. Bank National Association, as trustee ​ 8-K ​ 000-20574 ​ 4.1 ​ 6/15/21 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89 Table of Contents Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.3 ​ First Supplemental Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S. Bank National Association, as trustee ​ 8-K ​ 000-20574 ​ 4.2 ​ 6/15/21 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.4 ​ Form of certificate representing the 0.375% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.3) ​ 8-K ​ 000-20574 ​ 4.2 ​ 6/15/21 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Amended and Restated Employment Agreement, effective as of April 5, 2023, between The Cheesecake Factory Incorporated and David M. Overton* ​ 10-Q ​ 000-20574 ​ 10.1 ​ 8/7/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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* ​ 10-Q ​ 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 90 Table of Contents Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 91 Table of Contents Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.1 ​ The Cheesecake Factory Incorporated Stock Incentive Plan* ​ 8-K ​ 000-20574 ​ 10.1 ​ 6/5/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.2 ​ The Cheesecake Factory Incorporated Stock Incentive Plan, as amended March 24, 2022* ​ 8-K ​ 000-20574 ​ 10.1 ​ 5/23/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.3 ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.4 ​ 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* ​ 10-K ​ 000-20574 ​ 10.15.3 ​ 2/22/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.5 ​ Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement under The Cheesecake Factory Incorporated Stock Incentive Plan* ​ 10-K ​ 000-20574 ​ 10.15.4 ​ 2/22/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15.6 ​ Form of Notice of Grant and Restricted Share Agreement for MEP I under The Cheesecake Factory Incorporated Stock Incentive Plan* ​ 10-K ​ 000-20574 ​ 10.15.5 ​ 2/22/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 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 ​ 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 ​ 10-Q ​ 000-20574 ​ 10.02 ​ 5/3/21 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.19 ​ Fourth Amended and Restated Loan Agreement, with JPMorgan Chase Bank, National Association dated as of October 6, 2022 ​ 10-Q ​ 000-20574 ​ 10.1 ​ 11/02/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21.1 ​ List of Subsidiaries ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 92 Table of Contents Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97.1 ​ The Registrant’s Policy for Recover of Erroneously Awarded Compensation ​ — ​ — ​ — ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.1 ​ The following materials from The Cheesecake Factory Incorporated’s Annual Report on Form 10-K for the year ended January 2, 2024, 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 January 2, 2024, 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. ​ 93 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 26th day of February, 2024. ​ ​ ​ ​ THE CHEESECAKE FACTORY INCORPORATED ​ ​ ​ ​ ​ /s/ DAVID OVERTON ​ By: David Overton ​ ​ Chairman of the Board and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ 94 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 26, 2024 David Overton ​ Chief Executive Officer ​ ​ ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ MATTHEW E. CLARK ​ Executive Vice President and ​ February 26, 2024 Matthew E. Clark ​ Chief Financial Officer ​ ​ ​ ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ ASHLEY W. HANSCOM ​ Vice President, Controller ​ February 26, 2024 Ashley W. Hanscom ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ EDIE A. AMES ​ Director ​ February 26, 2024 Edie A. Ames ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ ALEXANDER L. CAPPELLO ​ Director ​ February 26, 2024 Alexander L. Cappello ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ KHANH COLLINS ​ Director ​ February 26, 2024 Khanh Collins ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ ADAM S. GORDON ​ Director ​ February 26, 2024 Adam S. Gordon ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ JEROME I. KRANSDORF ​ Director ​ February 26, 2024 Jerome I. Kransdorf ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ JANICE MEYER ​ Director ​ February 26, 2024 Janice Meyer ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ LAURENCE B. MINDEL ​ Director ​ February 26, 2024 Laurence B. Mindel ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ DAVID B. PITTAWAY ​ Director ​ February 26, 2024 David B. Pittaway ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ HERBERT SIMON ​ Director ​ February 26, 2024 Herbert Simon ​ ​ ​ ​ ​ ​ ​ 95