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Item 2. Management’s Discussion and Analysis

2025-05-05 compared with 2024-11-04 · 143 added, 172 removed, 145 unchanged (68% of the section changed)

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These statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (together with the Securities Act, the “Acts”).

This includes, without limitation, statements regarding corporate social responsibility (“CSR”) and in our CSR report, the effects of geopolitical and macroeconomic factors on our financial condition and our results of operations, financial guidance and projections, as well as expectations of our future financial condition, results of operations, sales, target growth rates, cash flows, quarterly dividends, share repurchases, corporate strategy, potential price increases, plans, targets, goals, objectives, performance, growth potential, competitive position and business, and statements regarding our ability to:

This includes, without limitation, statements regarding corporate social responsibility (“CSR”) and in our CSR report, the effects of geopolitical and macroeconomic factors on our financial condition and our results of operations, financial guidance and projections, as well as expectations of our future financial condition, results of operations, sales, target growth rates, cash flows, quarterly dividends, share repurchases, capital structure and leverage, corporate strategy, potential price increases, plans, targets, goals, objectives, performance, growth potential, competitive position and business, and statements regarding our ability to:

leverage our competitive strengths, including developing and investing in new restaurant concepts and expanding The Cheesecake Factory® brand to other retail opportunities;

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leverage sales increases and manage flow through;

manage cost pressures, including, increasing wage rates and insurance costs, and increase margins;

manage market risks and cost pressures, including increasing wage rates and insurance costs, and increase margins;

grow earnings;

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profitably expand our concepts domestically and in Canada, and work with our licensees to expand The Cheesecake Factory internationally;

support the growth of North Italia, Flower Child and Other FRC restaurants;

support the growth of North Italia, Flower Child and additional brands within our Fox Restaurant Concepts (“Other FRC”) restaurants;

and utilize our capital effectively.

These forward-looking statements may be affected by various factors including:

economic, public health and political conditions that impact consumer confidence and spending, including changes in interest rates, periods of heightened inflation and market instability, and armed conflicts;

economic, public health and political conditions that impact consumer confidence and spending, including trade policy, changes in interest rates, periods of heightened inflation and market instability, and armed conflicts;

supply chain disruptions;

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changes in laws impacting our business;

adverse weather conditions in regions in which our restaurants are located;

adverse weather conditions and natural disasters in regions in which our restaurants are located;

factors that are under the control of government agencies, landlords and other third parties;

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In connection with the “safe harbor” provisions of the Acts, we have identified and are disclosing important factors, risks and uncertainties that could cause our actual results to differ materially from those projected in forward-looking statements made by us, or on our behalf.

(See Part II, Item 1A of this report, “Risk Factors,” and Part I, Item 1A, “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2024.) These cautionary statements are to be used as a reference in connection with any forward-looking statements.

(See Part II, Item 1A of this report, “Risk Factors,” and Part I, Item 1A, “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.) These cautionary statements are to be used as a reference in connection with any forward-looking statements.

The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of our subsequent filings with the SEC.

Because of these factors, risks and uncertainties, we caution against placing undue reliance on forward-looking statements.

Although we believe that the assumptions underlying forward-looking statements are currently reasonable, any of the assumptions could be incorrect or incomplete, and there

can be no assurance that forward-looking statements will prove to be accurate.

Although we believe that the assumptions underlying forward-looking statements are currently reasonable, any of the assumptions could be incorrect or incomplete, and there can be no assurance that forward-looking statements will prove to be accurate.

Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by law.

The below discussion and analysis, which contains forward-looking statements, should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes in Part I, Item 1 of this report and with the following items included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2024:

The below discussion and analysis, which contains forward-looking statements, should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes in Part I, Item 1 of this report, Part II, Item 1A of this report, “Risk Factors,” and with the following items included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024:

the audited consolidated financial statements and related notes in Part IV, Item 15;

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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.

While we have seen improvements in many of these areas, 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.

In recent years, our operating results were impacted by geopolitical and macroeconomic events, causing supply chain challenges and significantly increased commodity and wage inflation.

Our commodity and wage inflationary environment began returning to more historical levels in fiscal 2024.

The impact of ongoing geopolitical and macroeconomic events could lead to further wage inflation, product and services cost inflation, disruptions in the supply chain, staffing challenges, shifts in consumer behavior, and delays in new restaurant openings.

Adverse weather conditions and natural disasters 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 Part II, Item 1A of this report, “Risk Factors,” and “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Cheesecake Factory Incorporated is a leader in experiential dining.

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Our bakery division operates two facilities that produce quality cheesecakes and other baked products for our restaurants, international licensees and third-party bakery customers.

Our strategy is driven by our commitment to customer satisfaction and is focused primarily on menu innovation, service and operational execution to continue to differentiate ourselves from other restaurant concepts, as well as to drive competitively strong performance that is sustainable.

Our strategy is driven by our commitment to customer satisfaction and is focused primarily on menu innovation, service and operational execution to differentiate ourselves from other restaurant concepts, and drive competitively strong performance that is sustainable.

Financially, we are focused on prudently managing expenses at our restaurants, bakery facilities and corporate support center, and leveraging our size to make the best use of our purchasing power.

Investing in new Company-owned restaurant development is our top long-term capital allocation priority, with a focus on opening our concepts in premier locations within both new and existing markets.

We plan to continue expanding The Cheesecake Factory, North Italia concepts, Flower Child and in addition, our FRC subsidiary serves as an incubation engine,innovating new food, dining and hospitality experiences to create fresh, exciting concepts.

Our overall revenue growth is primarily driven by revenues from new restaurant openings and increases in comparable restaurant sales.

For The Cheesecake Factory concept, our strategy is to increase comparable restaurant sales by growing average check and maintaining customer traffic through (1) continuing to offer innovative, high quality menu items that offer customers a wide range of options in terms of flavor, price and value, (2) focusing on service and hospitality with the goal of delivering an exceptional customer experience and (3) continuing to provide our customers with convenient options for off-premise dining.

We are continuing our efforts on a number of initiatives, including menu innovation, a greater focus on increasing customer throughput in our restaurants, leveraging our gift card program, working with a third party to provide delivery services for our restaurants, increasing customer awareness of our online ordering capabilities, improving the pick-up experience, augmenting our marketing programs, including our Cheesecake Rewards ® program, enhancing our training programs and leveraging our customer satisfaction measurement platform.

We plan to continue expanding The Cheesecake Factory, North Italia and Flower Child concepts.

In addition, our FRC subsidiary serves as an incubator, innovating new food, dining and hospitality experiences to create fresh, exciting concepts.

Our revenue growth is primarily driven by new restaurant openings and increases in comparable restaurant sales.

For The Cheesecake Factory Restaurants, our strategy is to increase comparable restaurant sales by growing average check and maintaining customer traffic through (1) continuing to offer innovative, high quality menu items that offer customers a wide range of options in terms of flavor, price and value, (2) focusing on service and hospitality with the goal of delivering an exceptional dining experience and (3) continuing to provide our customers with convenient options for off-premise dining.

We are continuing our efforts on a number of initiatives, including menu innovation, increasing customer throughput in our restaurants, leveraging our gift card program, partnering with a third party to provide delivery services for our restaurants, increasing customer awareness of our online ordering capabilities and improving the pick-up experience, augmenting our marketing programs, including our Cheesecake Rewards ® program, enhancing our training programs and leveraging insights from our customer satisfaction measurement platform.

Average check variations are driven by menu price increases and/or changes in menu mix.

We generally update The Cheesecake Factory menus twice each year, and our philosophy is to use price increases to help offset key operating cost increases in a manner that balances support of both our margin objectives and customer traffic levels, utilizing a market-based strategy to help mitigate cost pressure in higher-wage geographies.

Prior to fiscal 2022, we targeted menu price increases of approximately 2% to 3% annually.

Beginning in 2022, we have implemented menu price increases above our historical levels to help offset significant inflationary cost pressures.

Current and future near-term pricing actions may also be at levels above historical norms to keep pace with any significant cost increases.

We generally update The Cheesecake Factory menus twice a year, and our philosophy is to use price increases to help offset key operating cost increases in a manner that supports both our margin and customer traffic objectives.

Prior to fiscal 2022, we targeted menu price increases of approximately 2% to 3% annually, utilizing a market-based strategy to help mitigate cost pressure in higher-wage geographies.

In fiscal years 2023 and 2024, we implemented price increases above our historical levels, to help offset significant inflationary cost pressures.

We will continue to take the cost and inflationary environment into consideration when implementing future pricing decisions.

In addition, on a regular basis, we carefully consider opportunities to adjust our menu offerings or ingredients to help manage product availability and cost.

Margins are subject to fluctuations in commodity costs, labor, restaurant-level occupancy expenses, general and administrative (“G&A”) expenses and preopening expenses.

Our objective is to recapture our pre-COVID-19 pandemic margins and longer-term to drive margin expansion, by leveraging incremental sales to increase restaurant-level margins at The Cheesecake Factory concept, leveraging our bakery operations, international and consumer packaged goods royalty revenue streams and G&A expense over time, and optimizing our restaurant portfolio.

We plan to employ a balanced capital allocation strategy comprised of investing in new restaurants that are expected to meet our targeted returns, repaying borrowings under our Revolving Facility and returning capital to shareholders through our dividend and share repurchase programs, the latter of which offsets dilution from our equity compensation program and supports our earnings per share growth.

Our objective is to drive margin expansion by leveraging incremental sales to increase restaurant-level margins at The Cheesecake Factory concept, leveraging our bakery operations, international and consumer packaged goods royalty revenue streams and G&A expense over time, and optimizing our restaurant portfolio.

We plan to employ a balanced capital allocation strategy comprised of investing in new restaurants that are expected to meet our targeted returns, managing our aggregate debt levels and returning capital to shareholders through our dividend and share repurchase programs, the latter of which offsets dilution from our equity compensation program and supports our earnings per share growth.

Future decisions to pay or to increase or decrease dividends or to repurchase shares are at the discretion of the Board and will be dependent on a number of factors, including limitations pursuant to the terms and conditions of the Loan Agreement and applicable law.

Longer-term, we believe our domestic revenue growth (comprised of our targeted annual unit growth of 7%, in aggregate across concepts, and comparable sales growth), combined with margin expansion, planned debt repayments and an anticipated capital return program will support our long-term financial objective of 13% to 14% total return to shareholders, on average.

We define our total return as earnings per share growth plus our dividend yield.

Results of Operations

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The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any other interim period or for the full fiscal year.

October 1, 2024

October 3, 2023

October 1, 2024

October 3, 2023

April 1, 2025

April 2, 2024

Costs and expenses:

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Depreciation and amortization expenses

Impairment of assets and lease termination (income)/expenses

Impairment of assets and lease termination expenses

Acquisition-related contingent consideration, compensation and amortization expenses

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Income from operations

Interest and other expense, net

Interest expense, net

Loss on extinguishment of debt

Other income, net

Income before income taxes

Income tax provision/(benefit)

Thirteen Weeks Ended October 1, 2024 Compared to Thirteen Weeks Ended October 3, 2023

Revenues increased 4.3% to $865.5 million for the fiscal quarter ended October 1, 2024 compared to $830.2 million for the comparable prior year period, primarily due to additional revenue related to new restaurant openings and an increase in comparable restaurant sales.

The Cheesecake Factory sales increased 3.1% to $647.8 million for the third quarter of fiscal 2024 compared to $628.1 million for the third quarter of fiscal 2023.

Average sales per restaurant operating week increased 1.4% to $231,011 in the third quarter of fiscal 2024 from $227,917 in the third quarter of fiscal 2023.

Total operating weeks at The Cheesecake Factory restaurants increased 1.7% to 2,804 in the third quarter of fiscal 2024 compared to 2,756 in the prior year.

The Cheesecake Factory comparable sales increased by 1.6%, or $9.6 million, from the third quarter of fiscal 2023.

This increase was primarily driven by an increase in average check of 2.4% (based on an increase of 4.5% in menu pricing and partially offset by 2.1% negative impact from mix), partially offset by decreased customer traffic of 0.8%.

We implemented effective menu price increases of approximately 2.5% and 2.0% in the first and third quarters of fiscal 2024, respectively.

Sales through the off-premise channel comprised approximately 21% of our restaurant sales during the third quarter of both fiscal 2024 and fiscal 2023.

Income tax provision

Thirteen Weeks Ended April 1, 2025 Compared to Thirteen Weeks Ended April 2, 2024

Revenues increased 4.0% to $927.2 million for the fiscal quarter ended April 1, 2025 compared to $891.2 million for the comparable prior year period, primarily due to additional revenue related to new restaurant openings and an increase in comparable restaurant sales.

The Cheesecake Factory Restaurants sales increased 0.7% to $672.7 million for the first quarter of fiscal 2025, compared to $667.8 million for the first quarter of fiscal 2024.

Average sales per restaurant operating week increased 1.2% to $240,692 in the first quarter of fiscal 2025 from $237,903 in the first quarter of fiscal 2024.

Total operating weeks at The Cheesecake Factory restaurants decreased 0.4% to 2,795 in the first quarter of fiscal 2025 compared to 2,807 in the prior year.

The Cheesecake Factory comparable sales increased by 1.0%, or $6.5 million, from the first quarter of fiscal 2024.

The increase from first quarter fiscal 2024 was primarily driven by an increase in average check of 2.2% (based on an increase of 4.4% in menu pricing, partially offset by a 2.2% negative change from menu mix), partially offset by decreased customer traffic of 1.2%.

We implemented effective menu price increases of approximately 2.4% and 2.0% in the first quarter of fiscal 2025 and the third quarter of fiscal 2024, respectively.

Sales through the off-premise channel comprised approximately 22% of our restaurant sales during both the first quarter of fiscal 2025 and fiscal 2024.

We account for each off-premise order as one customer for traffic measurement purposes.

Therefore, average check is generally higher for off-premise orders as most are for more than one customer.

North Italia sales increased 15.2% to $71.9 million for the third quarter of fiscal 2024, compared to $62.4 million for the third quarter of fiscal 2023.

Average sales per restaurant operating week decreased 2.6% to $141,771 in the third quarter of fiscal 2024 from $145,494 in the third quarter of fiscal 2023.

Total operating weeks at North Italia increased 18.2% to 507 in the third quarter of fiscal 2024 compared to 429 in the prior year.

North Italia comparable sales increased approximately 2% from the third quarter of fiscal 2023.

This increase was primarily driven by an increase in average check of 4% (based on an increase of 6% in menu pricing, partially offset by a 2% negative impact from mix), partially offset by decreased customer traffic of 2%.

We implemented effective menu price

increases of approximately 2.2% and 3.7% in the second quarter of fiscal 2024 and the fourth quarter of fiscal 2023, respectively.

We are in the process of implementing approximately a 2.3% price increase in the fourth quarter of fiscal 2024.

Flower Child sales increased 13.7% to $36.6 million for the third quarter of fiscal 2024, compared to $32.2 million for the third quarter of fiscal 2023.

Flower Child sales per restaurant operating week increased 6.5% to $85,225 in the third quarter of fiscal 2024 as compared to $80,006 in the third quarter of fiscal 2023.

Total operating weeks at Flower Child increased 6.7% to 430 in the third quarter of fiscal 2024 compared to 403 in the prior year.

Other FRC sales increased 14.3% to $67.0 million for the third quarter of fiscal 2024, compared to $58.6 million for the third quarter of fiscal 2023.

Other FRC average sales per restaurant operating week decreased 4.4% to $116,493 in the third quarter of fiscal 2024 from $121,916 in the third quarter of fiscal 2023.

North Italia sales increased 17.6% to $83.4 million for the first quarter of fiscal 2025, compared to $70.9 million for the first quarter of fiscal 2024.

Average sales per restaurant operating week increased 0.9% to $148,947 in the first quarter of fiscal 2025 from $147,654 in the first quarter of fiscal 2024.

Total operating weeks at North Italia increased 16.7% to 560 in the first quarter of fiscal 2025 compared to 480 in the prior year.

North Italia comparable sales decreased approximately 1% from the first quarter of fiscal 2024.

The decrease from fiscal 2024 was primarily driven by decreased customer traffic of 4%, partially offset by an increase in average check of 3% (based on an increase of 5% in menu pricing, partially offset by a 2% negative impact from mix).

We implemented effective menu price increases of approximately 2.2% and 2.3% in the second and fourth quarters of fiscal 2024, respectively.

We are in the process of implementing a 2.0% price increase in the second quarter of fiscal 2025.

Flower Child sales increased 26.1% to $43.5 million for the first quarter of fiscal 2025, compared to $34.5 million for the first quarter of fiscal 2024.

Flower Child sales per restaurant operating week increased 5.8% to $88,515 in the first quarter of fiscal 2025 from $83,673 in the first quarter of fiscal 2024.

Total operating weeks at Flower Child increased 19.2% to 491 in the first quarter of fiscal 2025 compared to 412 in the prior year.

Flower Child comparable sales increased approximately 5% from the first quarter of fiscal 2024.

The increase from the first quarter of fiscal 2024 includes an increase of 3% in menu pricing.

Other FRC sales increased 17.8% to $87.4 million for the first quarter of fiscal 2025, compared to $74.2 million for the first quarter of fiscal 2024.

Other FRC average sales per restaurant operating week decreased 0.7% to $139,655 in the first quarter of fiscal 2025 from $140,584 in the first quarter of fiscal 2024.

Average sales per restaurant operating week were impacted by new restaurant openings, as well as the concept mix and a decline in comparable sales.

Total operating weeks at Other FRC increased 19.5% to 575 in the third quarter of fiscal 2024 compared to 481 in the prior year.

Total operating weeks at Other FRC increased 18.6% to 626 in the first quarter of fiscal 2025 compared to 528 in the prior year.

Restaurants become eligible to enter the comparable sales base in their 19 th month of operation.

As of October 1, 2024, there were seven The Cheesecake Factory restaurants and six North Italia restaurants not yet in their respective comparable sales bases.

As of April 1, 2025, there were six The Cheesecake Factory restaurants, 12 North Italia restaurants and nine Flower Child locations not yet in their respective comparable sales bases.

International licensed locations and restaurants that are no longer in operation, including those which we have relocated, are excluded from comparable sales calculations.

Food and Beverage Costs

Food and beverage costs consist of raw materials and ingredients used in the food and beverage products sold in our restaurants and to our third-party bakery customers.

As a percentage of revenues, food and beverage costs were 22.6% and 23.5% in the third quarters of fiscal 2024 and 2023, respectively, primarily due to menu price increases in excess of inflation across most categories (0.7%) and a shift in sales mix (0.2%).

Food and beverage costs consist of raw materials and ingredients used in the food and beverage products sold in our restaurants and to our third-party customers.

As a percentage of revenues cost of sales was 21.8% and 22.8% in the first quarters of fiscal 2025 and 2024, respectively, primarily due to favorable commodity inflation across most categories (0.5%) and a shift in sales mix (0.2%).

Labor Expenses

As a percentage of revenues, labor expenses, which include restaurant-level labor costs and bakery production labor, including associated fringe benefits, were 35.9% and 36.3% in the third quarters of fiscal 2024 and 2023, respectively.

This decrease is primarily driven by menu price increases in excess of wage rate inflation and improved productivity (1.0%), partially offset by higher group medical costs due to large claim activity (0.5%).

As a percentage of revenues, labor expenses, which include restaurant-level labor costs and bakery production labor, including associated fringe benefits, were 35.7% and 36.0% in the first quarters of fiscal 2025 and 2024, respectively.

This decrease was primarily due to menu price increases in excess of wage rate inflation, and improved staffing levels and productivity (0.9%), partially offset by higher payroll taxes (0.3%) and higher group medical cost due to larger claim activity (0.2%).

Other Operating Costs and Expenses

Other operating costs and expenses consist of all other restaurant-level operating costs, the major components of which are occupancy expenses (rent, common area expenses, insurance, licenses, taxes and utilities), dining room and to-go supplies, repairs and maintenance, janitorial expenses, credit card processing fees, marketing including delivery commissions, incentive compensation and bakery production overhead.

As a percentage of revenues, other operating costs and expenses were 27.7% and 27.6% in the third quarters of fiscal 2024 and 2023, respectively.

This variance was primarily driven by increased restaurant-level incentive compensation expense (0.2%), partially offset by a shift in sales mix (0.2%).

G&A expenses consist of the restaurant management recruiting and training program, restaurant field supervision, corporate support and bakery administrative organizations and gift card commissions to third-party distributors.

As a percentage of revenues, G&A expenses were 6.5% in both the third quarter of fiscal 2024 and 2023.

This was primarily due to the timing of operational leadership meetings (0.3%), partially offset by higher legal fees (0.2%).

Impairment of Assets and Lease Termination (Income)/Expenses

During the third quarter of fiscal 2024, we recorded impairment of assets and lease terminations income of $3.5 million primarily related to lease termination income, net for two The Cheesecake Factory restaurants and one Social Monk location.

During the third quarter of fiscal 2023, we recorded impairment of assets and lease terminations expense of $48,000.

Other operating costs and expenses consist of all other restaurant-level operating costs, the major components of which are occupancy expenses (rent, common area expenses, insurance, licenses, taxes and utilities), dining room and to-go supplies, repairs and maintenance, janitorial expenses, credit card processing fees, marketing including delivery commissions, and incentive compensation, as well as bakery production overhead.

As a percentage of revenues, other operating costs and expenses were 26.7% and 26.3% in the first quarter of fiscal 2025 and 2024, respectively.

This variance was primarily driven by higher marketing costs related to our Cheesecake Rewards ® program (0.2%) and higher facility related costs (0.2%).

G&A expenses consist of the restaurant management recruiting and training program, restaurant field supervision, corporate support and bakery administrative organizations, as well as gift card commissions to third-party distributors.

As a percentage of revenues, G&A expenses were 6.5% and 6.8% in the first quarter of fiscal 2025 and 2024, respectively.

This variance was primarily due to decreased professional fees (0.2%).

Impairment of Assets and Lease Termination Expenses

During the first quarter of fiscal 2025, we recorded impairment of assets and lease termination expenses of $0.4 million primarily related to lease termination costs for one Other FRC location.

During the first quarter of fiscal 2024, we recorded impairment of assets and lease terminations expense of $2.1 million primarily related to impairment of assets for one The Cheesecake Factory location and lease termination costs for one The Cheesecake Factory location.

Preopening Costs

Preopening costs were $7.0 million and $6.7 million in the third quarters of fiscal 2024 and 2023, respectively.

We opened one Flower Child and three Other FRC locations in the third quarter of fiscal 2024 compared to two The Cheesecake Factory locations in the third quarter of fiscal 2023.

Preopening costs were $8.1 million and $5.9 million in the first quarter of fiscal 2025 and 2024, respectively.

We opened three North Italia, three Flower Child and two Other FRC locations in the first quarter of fiscal 2025 compared to two North Italia, one Flower Child and two Other FRC locations in the first quarter of fiscal 2024.

Restaurant-level 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 in preopening costs 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.

Also included in preopening costs are expenses for maintaining a roster of trained managers for pending opening and the associated temporary housing and other costs necessary to relocate managers in alignment with future restaurant opening and operating needs.

Preopening costs can fluctuate significantly from period to period based on the number, mix and timing of restaurant openings and the specific preopening costs incurred for each restaurant.

Income Tax Provision/(Benefit)

Our effective income tax rate was 5.8% and (5.5%) for the third quarters of fiscal 2024 and 2023, respectively.

The increase was primarily due to leverage on higher annual forecasted income before taxes, predominantly related to employment credits, (6.2%), a larger cumulative benefit recorded in fiscal 2023 resulting from a decline in the effective tax rate from the second quarter to the third quarter (5.3%) and a smaller reduction to our reserve for uncertain tax positions (1.6%).

These factors were offset by a higher amount of non-taxable gains on our investments in variable life insurance contracts used to support our non-qualified deferred compensation plan (1.2%).

Thirty-Nine Weeks Ended October 1, 2024 Compared to Thirty-Nine Weeks Ended October 3, 2023

Revenues increased 3.8% to $2,660.7 million for the first nine months ended October 1, 2024 compared to $2,562.5 million for the comparable prior year period, primarily due to additional revenue related to new restaurant openings and an increase in comparable restaurant sales.

The Cheesecake Factory sales increased 2.9% to $1,992.2 million for the first nine months of fiscal 2024 compared to $1,936.6 million for the first nine months of fiscal 2023.

Average sales per restaurant operating week increased 0.5% to $236,637 in the first nine months of fiscal 2024 from $235,398 in the first nine months of fiscal 2023.

Total operating weeks at The Cheesecake Factory restaurants increased 2.3% to 8,419 in the first nine months of fiscal 2024 compared to 8,227 in the prior year.

The Cheesecake Factory comparable sales increased by 0.8%, or $14.9 million, from the first nine months of fiscal 2023.

This increase was primarily driven by an increase in average check of 1.6% (based on an increase of 4.7% in menu pricing and partially offset by 3.1% negative impact from mix), partially offset by decreased customer traffic of 0.8%.

Sales through the off-premise channel comprised approximately 21% of our restaurant sales during the first nine months of fiscal 2024 as compared to 22% in the first nine months of fiscal 2023.

North Italia sales increased 13.9% to $218.3 million for the first nine months of fiscal 2024, compared to $191.7 million for the first nine months of fiscal 2023.

Average sales per restaurant operating week decreased 1.4% to $146,881 in the first nine months of fiscal 2024 from $148,915 in the first nine months of fiscal 2023.

Total operating weeks at North Italia increased 15.5% to 1,486 in the first nine months of fiscal 2024 compared to 1,287 in the prior year.

North Italia comparable sales increased approximately 2% from the first nine months of fiscal 2023.

This increase was primarily driven by an increase in average check of 3% (based on an increase of 7% in menu pricing, partially offset by a 4% negative impact from mix), partially offset by decreased customer traffic of 1%.

Flower Child sales increased 10.1% to $106.8 million for the first nine months of fiscal 2024, compared to $97.0 million for the first nine months of fiscal 2023.

Flower Child sales per restaurant operating week increased 4.7% to $84,929 in the first nine months of fiscal 2024 from $81,136 in the first nine months of fiscal 2023.

Total operating weeks at Flower Child increased 5.2% to 1,258 in the first nine months of fiscal 2024 compared to 1,196 in the prior year.

Other FRC sales increased 11.3% to $214.9 million for the first nine months of fiscal 2024, compared to $193.0 million for the first nine months of fiscal 2023.

Other FRC average sales per restaurant operating week decreased 6.2% to $129,897 in the first nine months of fiscal 2024 from $138,458 in the first nine months of fiscal 2023.

Average sales per restaurant operating week were

impacted by new restaurant openings, as well as the concept mix and a decline in comparable sales.

Total operating weeks at Other FRC increased 18.7% to 1,654 in the first nine months of fiscal 2024 compared to 1,394 in the prior year.

Food and Beverage Costs

As a percentage of revenues, food and beverage costs were 22.6% and 23.5% in the first nine months of fiscal 2024 and 2023, respectively, primarily due to menu price increases in excess of inflation across most categories (0.5%) and a shift in sales mix (0.3%).

Labor Expenses

As a percentage of revenues, labor expenses were 35.7% and 35.9% in the first nine months of fiscal 2024 and 2023, respectively.

This decrease is primarily due to menu price increases in excess of wage rate inflation (0.5%), partially offset by increased management labor due to improved staffing levels (0.2%) and higher group medical costs due to large claim activity (0.2%).

Other Operating Costs and Expenses

As a percentage of revenues, other operating costs and expenses were 26.9% and 26.7% in the first nine months of fiscal 2024 and 2023, respectively.

This variance was primarily driven by increased restaurant-level incentive compensation expense (0.2%), partially offset by a shift in sales mix (0.2%).

As a percentage of revenues, G&A expenses were 6.4% in both the first nine months of fiscal 2024 and fiscal 2023.

Impairment of Assets and Lease Termination (Income)/Expenses

During the first nine months of fiscal 2024, we recorded impairment of assets and lease terminations income of $1.6 million primarily related to lease termination income, net for two The Cheesecake Factory restaurants, one Grand Lux Cafe location, one Flower Child location and one Social Monk location.

During the first nine months of fiscal 2023, we recorded impairment of assets and lease terminations expense of $1.6 million primarily related to lease termination costs for one Grand Lux Cafe location.

Preopening Costs

Preopening costs were $19.9 million and $15.8 million in the first nine months of fiscal 2024 and 2023, respectively.

We opened one The Cheesecake Factory, three North Italia, four Flower Child and six Other FRC locations in the first nine months of fiscal 2024 compared to three The Cheesecake Factory, one Flower Child and three Other FRC locations in the first three quarters of fiscal 2023.

Loss on Extinguishment of Debt

We recorded a $15.9 million loss on early debt extinguishment in the first quarter of fiscal 2025.

On February 28, 2025, we repurchased approximately $276.0 million aggregate principal amount of the 2026 Notes (as defined below) for aggregate consideration of $289.8 million, which included a premium of $13.8 million.

The repurchase was accounted for as a debt extinguishment.

In addition, we recorded $2.1 million of unamortized issuance costs.

(See Note 5 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion on our long-term debt.)

Income Tax Provision

Our effective income tax rate was 8.0% and 6.0% for the first nine months of fiscal 2024 and 2023, respectively.

The increase was primarily due to leverage on higher annual forecasted income before taxes, predominantly related to employment credits, (4.1%).

This was partially offset by a higher amount of non-taxable gains on our investments in variable life insurance contracts used to support our non-qualified deferred compensation plan (1.2%).

Our effective income tax rate was 4.5% and 11.6% for the first quarter of fiscal 2025 and 2024, respectively.

The decrease was primarily due to a tax windfall in the first quarter of fiscal 2025 as compared to a tax shortfall in the comparable prior period related to equity compensation (7.5%), higher employment tax credits in the current fiscal quarter (1.4%) and a decrease in non-deductible executive compensation (0.8%).

These factors were partially offset by non-deductible losses in the current fiscal quarter as compared to non-taxable gains in the comparable prior period on our investments in variable life insurance contracts used to support our non-qualified deferred compensation plan (1.1%) and leverage on higher annual forecasted income before taxes, predominantly related to employment credits (1.3%).

Non-GAAP Measures

Adjusted net income and adjusted diluted net income per share are supplemental measures of our performance that are not required by or presented in accordance with GAAP.

Adjusted net income, adjusted diluted net income per share and adjusted earnings before interest, tax, depreciation and amortization (“EBITDA”) are supplemental measures of our performance that are not required by or presented in accordance with GAAP.

These non-GAAP measures may not be comparable to similarly-titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

We calculate these non-GAAP measures by eliminating from net income and diluted net income per share the impact of items we do not consider indicative of our ongoing operations.

We calculate these non-GAAP measures by eliminating from net income, diluted net income per common share and EBITDA the impact of items we do not consider indicative of our ongoing operations.

Additionally, EBITDA and adjusted EBITDA exclude the impact of certain non-cash transactions.

We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons.

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Following is a reconciliation from net income and diluted net income per share to the corresponding adjusted measures (in thousands, except per share data):

October 1, 2024

October 3, 2023

October 1, 2024

October 3, 2023

Impairment of assets and lease termination (income)/expenses

April 1, 2025

April 2, 2024

Impairment of assets and lease termination expenses

Acquisition-related contingent consideration, compensation and amortization expenses

Loss on extinguishment of debt (1)

Tax effect of adjustments (2)

Adjusted net income

Diluted net income per share

Impairment of assets and lease termination (income)/expenses

Diluted net income per common share

Impairment of assets and lease termination expenses

Acquisition-related contingent consideration, compensation and amortization expenses

Loss on extinguishment of debt (1)

Tax effect of adjustments (2)

Adjusted diluted net income per share (2)

Adjusted diluted net income per common share (3)

See Note 5 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion on our long-term debt.

Based on the federal statutory rate and an estimated blended state tax rate, the tax effect on all adjustments assumes a 26% tax rate.

Adjusted net income per share may not add due to rounding.

Fiscal 2024 Outlook

Based on recent trends and assuming no material operating or consumer disruptions, we anticipate total revenue for fiscal 2024 to be approximately $3.57 billion.

During fiscal 2024, we currently estimate total inflation across our commodities, total labor (factoring in the latest trends in wage rates and channel mix, as well as in other components such as payroll taxes and benefits) and other operating costs and expenses to be in the low to mid-single digit range.

We estimate G&A expenses to be slightly higher than fiscal 2023 as a percent of sales and preopening costs of approximately $28 million.

Based on these factors, we expect fiscal 2024 net income margin of approximately 4.5% based on the estimated revenue provided.

We plan to open as many as 22 new restaurants in fiscal 2024, including as many as three The Cheesecake Factory restaurants, six North Italia restaurants, six to seven Flower Child locations and eight restaurants within our Other FRC business.

We anticipate approximately $180 to $200 million in cash capital expenditures to support this level of unit development, as well as required maintenance on our restaurants.

Estimate includes new restaurant construction expenses which are classified as operating lease assets in the statement of cash flows.

Restaurant opening dates may be impacted by supply chain challenges and permit approval delays.

Total revenues for the fourth quarter of fiscal 2024 are expected to be between $905 million and $915 million.

We anticipate commodity inflation to be in the low-single digit range and expect labor inflation to be in the low to mid-single digit range.

Based on these factors, we expect fourth quarter fiscal 2024 net income margin of 4.8% to 4.9% based on the estimated revenue range provided.

Fiscal 2025 Outlook

Based on our fiscal 2024 year-to-date performance and assuming no material operating or consumer disruptions, we anticipate total revenue for fiscal 2025 to be approximately $3.75 billion.

We anticipate commodity and net labor inflation to be in the low to mid-single digit range.

We expect G&A expenses to be slightly better than fiscal 2024 as a percent of sales, depreciation expense of approximately $106 million and preopening costs of approximately $30 million.

Based on these factors, we expect fiscal 2025 net income margin of approximately 4.75% at the mid-point of the estimated revenue provided.

Our development expectations for 2025 are to continue accelerating unit growth, with as many as 24 new restaurant openings.

We anticipate approximately $190 million to $210 million in cash capital expenditures to support this level of unit development, required maintenance on our restaurants and our preliminary capital estimate for the initial phase of development for the third bakery facility.

Following is a reconciliation from net income to EBITDA and adjusted EBITDA measures (in thousands):

April 1, 2025

April 2, 2024

Depreciation and amortization expenses

Interest expense, net

Income tax provision/(benefit)

Impairment of assets and lease termination expenses

Acquisition-related contingent consideration, compensation and amortization expenses

Loss on extinguishment of debt

Stock-based compensation (1)

Adjusted EBITDA

See Note 10 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion of stock-based compensation.

Liquidity and Capital Resources

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However, we believe our operating lease arrangements continue to provide appropriate leverage for our capital structure in a financially efficient manner.

During the first nine months of fiscal 2024, our cash and cash equivalents decreased by $4.1 million to $52.2 million.

During the first quarter of fiscal 2025, our cash and cash equivalents increased by $51.2 million to $135.4 million.

The following table presents, for the periods indicated, a summary of our key cash flows from operating, investing and financing activities (in millions):

October 1, 2024

October 3, 2023

April 1, 2025

April 2, 2024

Cash provided by operating activities

Additions to property and equipment

Acquisition-related deferred consideration and compensation

Repayment on credit facility

Proceeds from long-term convertible debt

Repayment on long-term convertible debt, including premium on extinguishment

Issuance cost associated with long-term debt

Proceeds from exercise of options

Common stock dividends paid

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Cash Provided by Operating Activities

Cash flows from operations increased by $23.8 million from the first nine months of fiscal 2023 primarily due higher net income and an increase in accounts payables due to a lower balance in fiscal 2023, partially offset by an increase in inventory levels and a payment of deferred consideration and compensation related to the FRC acquisition in excess of acquisition-date fair value.

Cash flows from operations increased by $12.2 million from the first quarter of fiscal 2024 primarily due to net income after excluding the non-cash activity, inventory movement and higher accrued payroll, partially offset by higher additions to the operating lease asset.

Typically, our requirement for working capital has not been significant since our restaurant customers pay for their food and beverage purchases in cash or cash equivalents at the time of sale, and we are able to sell many of our restaurant inventory items before payment is due to the suppliers of such items.

Property and Equipment

Capital expenditures for new restaurants, including locations under development, were $76.1 million and $61.6 million for the first nine months of fiscal 2024 and 2023, respectively.

Capital expenditures also included $38.1 million and $34.2 million for our existing restaurants and $6.3 million and $4.1 million for bakery and corporate capacity and infrastructure investments in the first nine months of fiscal 2024 and 2023, respectively.

We opened 14 restaurants in the first nine months of fiscal 2024 comprised of one The Cheesecake Factory, three North Italia, four Flower Child and six Other FRC locations compared to three The Cheesecake Factory, one Flower Child and three Other FRC locations in the first nine months of fiscal 2023.

Capital expenditures for new restaurants, including locations under development, were $22.9 million and $25.0 million for the first quarter of fiscal 2025 and 2024, respectively.

Capital expenditures also included $17.1 million and $11.1 million for our existing restaurants and $2.8 million and $1.0 million for bakery and corporate capacity and infrastructure investments in the first quarter of fiscal 2025 and 2024, respectively.

We opened eight restaurants in the first quarter of fiscal 2025 comprised of three North Italia, three Flower Child and two Other FRC locations compared to five restaurants in the first quarter of fiscal 2024 comprised of two North Italia, one Flower Child and two Other FRC locations.

We expect to open as many as 25 new restaurants in fiscal 2025 across our portfolio of concepts.

We anticipate approximately $190 to $210 million in capital expenditures to support this level of unit development, as well as required maintenance on our restaurants.

Estimate includes new restaurant construction expenses which are classified as operating lease assets in the statement of cash flows.

Acquisition-Related Deferred Consideration and Compensation

During the first nine months of 2023, we made payments of $24.2 million for deferred consideration and compensation related to the FRC acquisition.

During the first nine months of 2024, we made payments of $6.5 million for deferred consideration and compensation related to the FRC acquisition that was included in cash provided by operating activities.

Convertible Senior Notes

On June 15, 2021, we issued $345.0 million in aggregate principal amount of convertible senior notes (“Notes”), which will mature on June 15, 2026, unless earlier repurchased, redeemed or converted.

The net proceeds from the sale of the Notes were approximately $334.9 million after deducting issuance costs related to the Notes.

As of October 1, 2024, the conversion rate for the Notes was 13.7961 shares of common stock per $1,000 principal amount of the Notes, which represents a conversion price of approximately $72.48 per share of common stock.

In connection with the cash dividend that was declared by our Board on October 23, 2024, on November 13, 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.

(See Note 5 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion of the Notes.)

This estimate includes new restaurant construction expenses, some of which may be classified as operating lease assets instead of additions to property and equipment in the statement of cash flows.

Credit Facility

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Certain of our material subsidiaries have guaranteed our obligations under the Revolver Facility.

As of October 1, 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.

In the first quarter of fiscal 2025, we repaid $110.0 million on the Revolver Facility.

As of April 1, 2025, we had net availability for borrowings of $366.5 million, based on no outstanding debt balance and $33.5 million in standby letters of credit under the Revolver Facility.

Under the Revolver Facility, we are subject to financial covenants, as well as to customary events of default that, if triggered, could result in acceleration of the maturity of the Revolver Facility.

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(See Note 5 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion of our long-term debt.)

2030 Convertible Senior Notes

On February 28, 2025, we issued $575.0 million in aggregate principal amount of convertible senior notes (“2030 Notes”), which will mature on March 15, 2030, unless earlier repurchased, redeemed or converted.

The net proceeds from the sale of the 2030 Notes were approximately $558.5 million after deducting issuance costs of $16.5 million.

As of April 1, 2025, the 2030 Notes had a balance of $558.8 million, net of unamortized issuance costs of $16.2 million.

As of April 1, 2025, the conversion rate for the Notes was 14.1377 shares of common stock per $1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $70.73 per share of common stock.

See Note 5 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion on our long-term debt.)

2026 Convertible Senior Notes

On June 15, 2021, we issued $345.0 million in aggregate principal amount of convertible senior notes (“2026 Notes”), which will mature on June 15, 2026, unless earlier repurchased, redeemed or converted.

The net proceeds from the sale of the 2026 Notes were approximately $334.9 million after deducting issuance costs of $10.1 million.

On February 28, 2025, we used part of the net proceeds from the issuance of the 2030 Notes to repurchase approximately $276.0 million aggregate principal amount of the 2026 Notes in a privately-negotiated transaction for aggregate consideration of $289.8 million, which included a premium of $13.8 million.

As of April 1, 2025, the 2026 Notes had a gross principal balance of $69.0 million and a balance of $68.5 million, net of unamortized issuance costs of $0.5 million.

As of April 1, 2025, the conversion rate for the 2026 Notes was 13.9491 shares of common stock per $1,000 principal amount of the 2026 Notes, which represents a conversion price of approximately $71.69 per share of common stock.

In connection with the cash dividend that was declared by our Board on April 24, 2025, on May 14, 2025 we will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the 2026 Notes in accordance with the terms.

(See Note 5 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion on our long-term debt.)

Common Stock Dividends

Common stock dividends of $39.8 million and $40.1 million were paid in the first nine months of fiscal 2024 and 2023, respectively.

As further discussed in Note 12 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report, in October 2024, our Board declared a quarterly dividend to be paid in November 2024.

Common stock dividends of $12.5 million and $12.8 million were paid in the first quarter of fiscal 2025 and 2024, respectively.

As further discussed in Note 12 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report, in April 2025, our Board declared a quarterly dividend to be paid in May 2025.

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 other such factors that the Board considers relevant.

Share Repurchases

Under authorization by our Board to repurchase up to 61.0 million shares of our common stock, we have cumulatively repurchased 57.0 million shares at a total cost of $1,829.2 million, excluding excise tax through October 1, 2024.

We repurchased 0.5 million shares at a cost of $17.5 million, excluding excise tax during the first nine months of fiscal 2024 compared to 1.1 million shares at a cost of $36.3 million, excluding excise tax during the comparable fiscal 2023 period.

Under authorization by our Board to repurchase up to 61.0 million shares of our common stock, we have cumulatively repurchased 59.7 million shares at a total cost of $1,971.0 million, excluding excise tax through April 1, 2025.

In the first quarter of fiscal 2025, we used approximately $130.0 million of the net proceeds from the 2030 Note issuance to repurchase approximately 2.4 million shares of our common stock.

In total, we repurchased 2.6 million shares at a cost of $141.4 million, excluding excise tax during the first quarter of fiscal 2025.

We repurchased 0.4 million shares at a cost of $12.5 million, excluding excise tax during the first quarter of fiscal 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.

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We believe that our cash and cash equivalents, combined with expected cash flows provided by operations and available borrowings under the Revolving Facility, will provide us with adequate liquidity for the next 12 months and the foreseeable future.

As of October 1, 2024, we had no financing transactions, arrangements or other relationships with any unconsolidated entities or related parties.

As of April 1, 2025, we had no financing transactions, arrangements or other relationships with any unconsolidated entities or related parties.

Additionally, we had no financing arrangements involving synthetic leases or trading activities involving commodity contracts.

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Actual results could differ from these estimates.

Our critical accounting estimates have not changed materially from those previously reported in our Annual Report on Form 10-K for the fiscal year ended January 2, 2024.

Our critical accounting estimates have not changed materially from those previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis