CHEESECAKE FACTORY INC 10-Q

Item 1. Financial Statements. ​ THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, ​ January 2, ​ 2024 2024 ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 60,220 ​ $ 56,290 Accounts and other receivables ​ ​ 75,559 ​ ​ 103,094 Income taxes receivable ​ 19,838 ​ 20,670 Inventories ​ 65,469 ​ 57,654 Prepaid expenses ​ 62,486 ​ 63,090 Total current assets ​ 283,572 ​ 300,798 Property and equipment, net ​ 793,810 ​ 791,093 Other assets: ​ ​ ​ ​ ​ ​ Intangible assets, net ​ 251,771 ​ 251,727 Operating lease assets ​ 1,310,319 ​ 1,302,150 Other ​ ​ 198,168 ​ ​ 194,615 Total other assets ​ ​ 1,760,258 ​ ​ 1,748,492 Total assets ​ $ 2,837,640 ​ $ 2,840,383 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 61,383 ​ $ 63,152 Gift card liabilities ​ 196,236 ​ 222,915 Operating lease liabilities ​ ​ 147,380 ​ ​ 134,905 Other accrued expenses ​ ​ 249,502 ​ ​ 239,699 Total current liabilities ​ ​ 654,501 ​ ​ 660,671 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 470,551 ​ 470,047 Operating lease liabilities ​ 1,243,276 ​ 1,254,955 Other noncurrent liabilities ​ ​ 136,874 ​ ​ 136,648 Total liabilities ​ ​ 2,505,202 ​ ​ 2,522,321 Commitments and contingencies (Note 7) ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ .01 par value, 5,000,000 shares authorized; none issued ​ ​ — ​ ​ — Common stock, $ .01 par value, 250,000,000 shares authorized; 107,875,007 shares issued and 50,972,401 shares outstanding at April 2, 2024 and 107,195,287 shares issued and 50,652,129 shares outstanding at January 2, 2024 ​ ​ 1,079 ​ ​ 1,072 Additional paid-in capital ​ 921,133 ​ 913,442 Retained earnings ​ 1,235,666 ​ 1,216,239 Treasury stock inclusive of excise tax, 56,902,606 and 56,543,158 shares at cost at April 2, 2024 and January 2, 2024, respectively ​ ( 1,824,493 ) ​ ( 1,811,997 ) Accumulated other comprehensive loss ​ ( 947 ) ​ ( 694 ) Total stockholders’ equity ​ 332,438 ​ 318,062 Total liabilities and stockholders’ equity ​ $ 2,837,640 ​ $ 2,840,383 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 1 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Weeks Ended ​ Weeks Ended ​ ​ April 2, 2024 April 4, 2023 ​ ​ ​ ​ ​ ​ ​ Revenues ​ $ 891,223 ​ $ 866,114 ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ Food and beverage costs ​ 203,253 ​ 206,224 Labor expenses ​ 320,930 ​ 311,528 Other operating costs and expenses ​ 233,541 ​ 230,929 General and administrative expenses ​ 60,366 ​ 54,069 Depreciation and amortization expenses ​ 24,756 ​ 22,955 Impairment of assets and lease termination expenses ​ ​ 2,083 ​ ​ 2,242 Acquisition-related contingent consideration, compensation and amortization expenses ​ ​ 1,121 ​ ​ 1,189 Preopening costs ​ 5,880 ​ 3,052 Total costs and expenses ​ 851,930 ​ 832,188 Income from operations ​ 39,293 ​ 33,926 Interest and other expense, net ​ ( 1,761 ) ​ ( 1,880 ) Income before income taxes ​ 37,532 ​ 32,046 Income tax provision ​ 4,341 ​ 3,996 Net income ​ $ 33,191 ​ $ 28,050 ​ ​ ​ ​ ​ ​ ​ Net income per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.70 ​ $ 0.58 Diluted (Note 10) ​ $ 0.68 ​ $ 0.56 ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ 47,749 ​ 48,694 Diluted ​ 48,662 ​ 49,778 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 2 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Weeks Ended Weeks Ended ​ ​ April 2, 2024 ​ April 4, 2023 ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 33,191 ​ $ 28,050 Other comprehensive (loss)/gain: ​ ​ ​ ​ Foreign currency translation adjustment ​ ( 253 ) ​ 147 Other comprehensive (loss)/gain ​ ( 253 ) ​ 147 Total comprehensive income ​ $ 32,938 ​ $ 28,197 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 3 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) ​ For the thirteen weeks ended April 2, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Retained ​ Treasury ​ Comprehensive ​ ​ ​ ​ Shares Amount Capital Earnings Stock Loss/(Income) Total Balance, January 2, 2024 ​ 107,195 ​ $ 1,072 ​ $ 913,442 ​ $ 1,216,239 ​ $ ( 1,811,997 ) ​ $ ( 694 ) ​ $ 318,062 Net income ​ — ​ ​ — ​ ​ — ​ ​ 33,191 ​ ​ — ​ ​ — ​ ​ 33,191 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 253 ) ​ ​ ( 253 ) Cash dividends declared common stock, net of forfeitures, $ 0.27 per share ​ — ​ ​ — ​ ​ — ​ ​ ( 13,764 ) ​ ​ — ​ ​ — ​ ​ ( 13,764 ) Stock-based compensation ​ 680 ​ ​ 7 ​ ​ 7,691 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,698 Treasury stock purchases, inclusive of excise tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 12,496 ) ​ ​ — ​ ​ ( 12,496 ) Balance, April 2, 2024 ​ 107,875 ​ $ 1,079 ​ $ 921,133 ​ $ 1,235,666 ​ $ ( 1,824,493 ) ​ $ ( 947 ) ​ $ 332,438 ​ For the thirteen weeks ended April 4, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Retained ​ Treasury ​ Comprehensive ​ ​ ​ ​ ​ Shares ​ Amount ​ Capital ​ Earnings ​ Stock ​ Loss/ (Income) ​ Total Balance, January 3, 2023 ​ 106,323 ​ $ 1,063 ​ $ 887,485 ​ $ 1,170,078 ​ $ ( 1,765,641 ) ​ $ ( 982 ) ​ $ 292,003 Net income ​ — ​ ​ — ​ ​ — ​ ​ 28,050 ​ ​ — ​ ​ — ​ ​ 28,050 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 147 ​ ​ 147 Cash dividends declared common stock, net of forfeitures, $ 0.27 per share ​ — ​ ​ — ​ ​ — ​ ​ ( 13,929 ) ​ ​ — ​ ​ — ​ ​ ( 13,929 ) Stock-based compensation ​ 628 ​ ​ 6 ​ ​ 5,938 ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,944 Treasury stock purchases, inclusive of excise tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 12,376 ) ​ ​ — ​ ​ ( 12,376 ) Balance, April 4, 2023 ​ 106,951 ​ $ 1,069 ​ $ 893,423 ​ $ 1,184,199 ​ $ ( 1,778,017 ) ​ $ ( 835 ) ​ $ 299,839 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 4 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 2, 2024 April 4, 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income ​ $ 33,191 ​ $ 28,050 Adjustments to reconcile net income to cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization expenses ​ ​ 24,756 ​ ​ 22,955 Impairment of assets and lease termination expenses ​ 850 ​ ( 14 ) Deferred income taxes ​ ​ 3,006 ​ ​ 3,192 Stock-based compensation ​ 7,649 ​ 5,902 Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts and other receivables ​ ​ 31,124 ​ ​ 38,013 Income taxes receivable/payable ​ 832 ​ ( 118 ) Inventories ​ ( 7,818 ) ​ ( 3,428 ) Prepaid expenses ​ 605 ​ 14 Operating lease assets/liabilities ​ ( 7,789 ) ​ ( 3,777 ) Other assets ​ ​ ( 6,417 ) ​ ​ ( 3,592 ) Accounts payable ​ 3,831 ​ ( 4,543 ) Gift card liabilities ​ ( 26,677 ) ​ ( 27,902 ) Other accrued expenses ​ ​ 9,605 ​ ​ 10,283 Cash provided by operating activities ​ 66,748 ​ 65,035 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Additions to property and equipment ​ ( 37,110 ) ​ ( 37,962 ) Additions to intangible assets ​ ( 227 ) ​ ( 182 ) Other ​ ​ ( 19 ) ​ ​ ( 18 ) Cash used in investing activities ​ ( 37,356 ) ​ ( 38,162 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Common stock dividends paid ​ ( 12,823 ) ​ ( 13,182 ) Treasury stock purchases ​ ( 12,496 ) ​ ( 12,376 ) Cash used in financing activities ​ ( 25,319 ) ​ ( 25,558 ) Foreign currency translation adjustment ​ ( 143 ) ​ 72 Net change in cash and cash equivalents ​ ​ 3,930 ​ ​ 1,387 Cash and cash equivalents at beginning of period ​ 56,290 ​ 114,777 Cash and cash equivalents at end of period ​ $ 60,220 ​ $ 116,164 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures: ​ ​ ​ ​ ​ ​ Interest paid ​ $ 4,155 ​ $ 2,184 Income taxes paid ​ $ 677 ​ $ 693 Construction payable ​ $ 11,224 ​ $ 4,255 ​ See the accompanying notes to the condensed consolidated financial statements. ​ ​ ​ 5 Table of Contents THE CHEESECAKE FACTORY INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ​ 1. Significant Accounting Policies ​ Basis of Presentation ​ The accompanying condensed 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. The unaudited financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for the fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results that may be achieved for any other interim period or for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2024 filed with the SEC on February 26, 2024. ​ We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal year 2024 consists of 52 weeks and will end on December 31, 2024. Fiscal year 2023, which ended on January 2, 2024, was also a 52 -week year. ​ 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 ​ Beginning in 2021, our operating results were impacted by geopolitical and other macroeconomic events, causing supply chain challenges and significantly increased commodity and wage inflation. Some of these factors continue to impact our operating results in fiscal 2024, contributing to significantly increased commodity and other costs. We have 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. Climate change may further exacerbate a number of these factors. For more information regarding the risks to our business relating to the geopolitical and macroeconomic events, see “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 2, 2024. ​ Recent Accounting Pronouncements ​ In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 amendment is 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 amendment should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on our 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 amendment is effective for fiscal years beginning after December 6 Table of Contents 15, 2024. Early adoption is permitted. The amendment should be applied prospectively. However, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our 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 us to develop our 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2024 ​ Level 1 Level 2 Level 3 Assets/(Liabilities) ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation assets ​ $ 100,610 ​ $ — ​ $ — Non-qualified deferred compensation liabilities ​ ​ ( 100,420 ) ​ ​ — ​ ​ — Acquisition-related contingent consideration and compensation liabilities ​ ​ — ​ ​ — ​ ​ ( 26,300 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 liabilities ​ ​ — ​ ​ — ​ ​ ( 25,495 ) ​ The following table presents a reconciliation of the beginning and ending amounts of the fair value of the acquisition-related contingent consideration and compensation liabilities categorized as Level 3 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 2, 2024 April 4, 2023 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 25,495 ​ $ 28,565 Change in fair value ​ 805 ​ 719 Ending balance ​ $ 26,300 ​ $ 29,284 ​ The fair value of the acquisition-related contingent consideration and compensation liabilities was determined utilizing a Monte Carlo model based on estimated future revenues, margins and volatility factors, among other variables and estimates and has no minimum or maximum payment. The undiscounted range of outcomes per the Monte Carlo model utilized to determine the fair value of the acquisition-related contingent consideration and compensation liabilities at April 2, 2024 was $ 2.6 million to $ 235.4 million. Results could change materially if different estimates and assumptions were used. The fair values of our cash and cash equivalents, accounts and other receivables, income taxes receivable, prepaid expenses, accounts payable, income taxes payable and other accrued liabilities approximate their carrying amounts due to their short duration. ​ As of April 2, 2024, 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 April 2, 2024 was approximately $ 304.6 million and was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the reporting period. The decrease in the fair value of the Notes was primarily due to a decline in our stock price from the date of the issuance of the Notes. See Note 5 for further discussion of the Notes. ​ 7 Table of Contents ​ 3. Inventories ​ Inventories consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2024 January 2, 2024 Restaurant food and supplies ​ $ 32,023 ​ $ 32,283 Bakery finished goods and work in progress (1) ​ 23,051 ​ 16,230 Bakery raw materials and supplies ​ 10,395 ​ 9,141 Total ​ $ 65,469 ​ $ 57,654 (1) The increase in bakery finished goods and work in progress inventory is primarily driven by a build-up of weeks on hand to improve our supply resiliency. ​ 4. Gift Cards ​ The following tables present information related to gift cards (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ ​ April 2, 2024 April 4, 2023 Gift card liabilities: ​ ​ ​ ​ ​ ​ Beginning balance $ 222,915 $ 219,808 Activations ​ ​ 20,567 ​ ​ 18,598 Redemptions and breakage ​ ​ ( 47,246 ) ​ ​ ( 46,498 ) Ending balance $ 196,236 $ 191,908 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 2, 2024 April 4, 2023 Gift card contract assets: ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 19,111 $ 19,886 Deferrals ​ ​ 2,424 ​ ​ 2,410 Amortization ​ ​ ( 3,936 ) ​ ​ ( 3,929 ) Ending balance ​ $ 17,599 $ 18,367 ​ ​ ​ 5. 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. As of April 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 of April 2, 2024, we were in compliance with all the foregoing covenants in effect at that date. ​ 8 Table of Contents Borrowings under the Loan Agreement bear interest, at the Company’s 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 %. The Company 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 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. 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. As of April 2, 2024, the conversion rate for the Notes was 13.5979 shares of common stock per $ 1,000 principal amount of the Notes, which represents a conversion price of approximately $ 73.54 per share of common stock. In connection with the cash dividend that was declared by our Board on May 7, 2024, on May 21, 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 9 Table of Contents 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 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. ​ As of April 2, 2024, the Notes had a gross principal balance of $ 345.0 million and a balance of $ 340.6 million, net of unamortized issuance costs of $ 4.4 million. Total amortization expense was $ 0.5 million during both the first quarter of fiscal 2024 and fiscal 2023. The effective interest rate for the Notes was 0.96 % as of April 2, 2024. ​ 6. Leases ​ Components of lease expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended Thirteen Weeks Ended ​ April 2, 2024 April 4, 2023 Operating ​ $ 37,391 ​ $ 35,372 Variable ​ ​ 22,463 ​ ​ 22,199 Short-term ​ ​ 43 ​ ​ 42 Total ​ $ 59,897 ​ $ 57,613 ​ 10 Table of Contents Supplemental information related to leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 2, 2024 April 4, 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases ​ $ 37,361 ​ $ 35,702 Right-of-use assets obtained in exchange for new operating lease liabilities ​ ​ 14,574 ​ ​ 9,499 ​ ​ 7. Commitments and Contingencies ​ 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. ​ 8. Stockholders’ Equity Common Stock – Dividends and Share Repurchases ​ On February 15, 2024, our Board declared a quarterly cash dividend of $ 0.27 per share that was 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. 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 Notes 5 and 12 for further discussion of our long-term debt and dividends declared subsequent to April 2, 2024, respectively.) ​ Under authorization by our Board to repurchase up to 61.0 million shares of our common stock, we have cumulatively repurchased 56.9 million shares at a total cost of $ 1,824.2 million, excluding excise tax, through April 2, 2024, with 0.4 million shares repurchased at a cost of $ 12.5 million, excluding excise tax, during the thirteen weeks ended April 2, 2024. 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. ​ 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 Fox Restaurant Concept (“FRC”) acquisition agreement, our share price and current market conditions. The timing and number of shares repurchased are also subject to legal constraints and covenants under the Loan Agreement that limit share repurchases based on a defined ratio. (See Note 5 for further discussion of our long-term debt.) ​ 11 Table of Contents 9. 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. The following table presents information related to stock-based compensation, net of forfeitures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 2, 2024 April 4, 2023 ​ ​ ​ ​ ​ ​ ​ Labor expenses ​ $ 2,495 ​ $ 2,362 Other operating costs and expenses ​ ​ 78 ​ ​ 75 General and administrative expenses ​ ​ 5,076 ​ ​ 3,465 Total stock-based compensation ​ ​ 7,649 ​ ​ 5,902 Income tax benefit ​ ​ 1,908 ​ ​ 1,474 Total stock-based compensation, net of taxes ​ $ 5,741 ​ $ 4,428 ​ ​ ​ ​ ​ ​ ​ Capitalized stock-based compensation (1) ​ $ 49 ​ $ 42 (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 the first quarter of fiscal 2024 and 2023 was $ 12.45 and $ 15.76 per share, respectively. The fair value of options issued was estimated utilizing the Black-Scholes valuation model with the following weighted-average assumptions for the first quarter of fiscal 2024 and 2023, respectively: (a) an expected option term of 6.9 and 6.7 years, (b) expected stock price volatility of 41.9 % and 45.2 %, (c) a risk-free interest rate of 4.3 % and 4.0 %, and (d) a dividend yield on our stock of 3.1 % and 2.7 %. Stock option activity during the thirteen weeks ended April 2, 2024 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 January 2, 2024 ​ 1,550 ​ $ 45.75 ​ 3.8 ​ $ 0 Granted 81 ​ ​ 34.91 ​ ​ ​ ​ ​ Exercised — ​ ​ — ​ ​ ​ ​ ​ Forfeited or cancelled ( 156 ) ​ ​ 50.26 ​ ​ ​ ​ ​ Outstanding at April 2, 2024 ​ 1,475 ​ $ 44.68 ​ 4.3 ​ $ 164 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at April 2, 2024 1,233 ​ $ 45.90 ​ 3.6 ​ $ 0 (1) Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised their options on the fiscal period-end date. ​ There were no options exercised during both the first quarters of fiscal 2024 and 2023. As of April 2, 2024, total unrecognized stock-based compensation expense related to unvested stock options was $ 2.2 million, which we expect to recognize over a weighted-average period of approximately 2.6 years. 12 Table of Contents Restricted Shares and Restricted Share Units ​ Restricted share and restricted share unit activity during the thirteen weeks ended April 2, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ Shares Fair Value ​ ​ (In thousands) ​ (Per share) Outstanding at January 2, 2024 2,886 ​ $ 40.28 Granted 726 ​ ​ 34.77 Vested ( 364 ) ​ ​ 48.99 Forfeited ( 58 ) ​ ​ 36.34 Outstanding at April 2, 2024 3,190 ​ $ 38.11 ​ 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 the first quarter of fiscal 2024 and 2023 was $ 34.77 and $ 39.94 , respectively. The fair value of shares that vested during the thirteen weeks ended April 2, 2024 and April 4, 2023 was $ 17.8 million and $ 15.2 million, respectively. As of April 2, 2024, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 67.6 million, which we expect to recognize over a weighted-average period of approximately 3.3 years. ​ ​ 10. Net Income Per Share ​ Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, reduced by unvested restricted stock awards. As of April 2, 2024 and April 4, 2023, 3.2 million and 2.8 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 periods ended on those dates. ​ Diluted net income per share is computed by dividing net income by the weighted-average number of common stock equivalents outstanding for the period. Common stock equivalents for the Notes are determined by application of the if-converted method, and common stock equivalents for outstanding stock options, restricted stock and restricted stock units are determined by the application of the treasury stock method. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 2, 2024 April 4, 2023 ​ ​ (In thousands, except per share data) Net income ​ $ 33,191 ​ $ 28,050 ​ ​ ​ ​ ​ ​ ​ Basic weighted-average shares outstanding ​ ​ 47,749 ​ ​ 48,694 Dilutive effect of equity awards (1) ​ ​ 913 ​ ​ 1,084 Diluted weighted-average shares outstanding ​ ​ 48,662 ​ ​ 49,778 ​ ​ ​ ​ ​ ​ ​ Basic net income per share ​ $ 0.70 ​ $ 0.58 ​ ​ ​ ​ ​ ​ ​ Diluted net income per share ​ $ 0.68 ​ $ 0.56 (1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock units of 2.4 million and 1.9 million for April 2, 2024 and April 4, 2023, 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. ​ 13 Table of Contents 11. 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 Accounting Standards Codification (“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. ​ Segment information is presented below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 2, 2024 April 4, 2023 Revenues: ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 667,794 ​ $ 656,000 North Italia ​ ​ 70,874 ​ ​ 63,303 Other FRC ​ ​ 74,229 ​ ​ 68,640 Other ​ 78,326 ​ 78,171 Total ​ $ 891,223 ​ $ 866,114 ​ ​ ​ ​ ​ ​ ​ Income from operations: ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 86,071 ​ $ 78,386 North Italia ​ ​ 3,170 ​ ​ 4,606 Other FRC ​ ​ 6,292 ​ ​ 8,711 Other (1) ​ ( 56,240 ) ​ ( 57,777 ) Total ​ $ 39,293 ​ $ 33,926 ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expenses: ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 16,843 ​ $ 16,018 North Italia ​ ​ 1,971 ​ ​ 1,467 Other FRC ​ ​ 2,425 ​ ​ 1,927 Other ​ 3,517 ​ 3,543 Total ​ $ 24,756 ​ $ 22,955 ​ ​ ​ ​ ​ ​ ​ Impairment of assets and lease termination expenses: ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 1,859 ​ $ 93 North Italia ​ ​ — ​ ​ — Other FRC ​ ​ — ​ ​ 55 Other ​ ​ 224 ​ ​ 2,094 Total ​ $ 2,083 ​ $ 2,242 ​ ​ ​ ​ ​ ​ ​ Preopening costs: ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 1,758 ​ $ 1,448 North Italia ​ ​ 2,002 ​ ​ 446 Other FRC ​ ​ 1,724 ​ ​ 721 Other ​ ​ 396 ​ ​ 437 Total ​ $ 5,880 ​ $ 3,052 ​ ​ ​ ​ ​ ​ ​ Capital expenditures: ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 18,881 ​ $ 23,213 North Italia ​ ​ 9,930 ​ ​ 6,131 Other FRC ​ ​ 3,418 ​ ​ 5,165 Other ​ ​ 4,881 ​ ​ 3,453 Total ​ $ 37,110 ​ $ 37,962 ​ 14 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ April 2, 2024 January 2, 2024 Total assets: ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 1,524,583 ​ $ 1,571,943 North Italia ​ ​ 366,776 ​ ​ 346,810 Other FRC ​ 406,451 ​ 399,038 Other ​ 539,830 ​ 522,592 Total ​ $ 2,837,640 ​ $ 2,840,383 (1) Thirteen weeks ended April 2, 2024 and April 4, 2023 include $ 1.1 million and $ 1.2 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. ​ 12. Subsequent Events ​ On May 7, 2024, our Board declared a quarterly cash dividend of $ 0.27 per share to be paid on June 4, 2024 to the stockholders of record of each share of our common stock at the close of business on May 22, 2024. ​ ​ 15 Table of Contents