2024 Annual Report
To Our Shareholders,
I am pleased to share that 2024 was a standout year for The Cheesecake Factory, building on the consistent, dependable
financial and operational performance that has long defined who we are. Our achievements this year are a testament to the
incredible people who bring our restaurants to life every day—especially our team members, whose dedication and passion
for creating memorable guest experiences continues to set us apart. Their commitment inspires everything we do, and it’s
what allows our high-quality concepts to thrive in an increasingly competitive landscape. Thanks to their hard work and
our focus on operational excellence and disciplined growth, we delivered record annual revenue, expanded profitability,
and opened more new restaurants in a single year than ever before in our company’s history.
Throughout the year we leveraged our core strengths—menu innovation and operational excellence—to consistently
deliver exceptional food quality, outstanding service, and hospitality to drive growth. The Cheesecake Factory restaurants
led our performance, with comparable sales and traffic once again outperforming the broader casual dining industry,
underscoring the strong consumer demand for our brand and our ability to capture market share.
Our nearly 48,000 staff members are the foundation of our company, and their commitment and expertise are fundamental
to our success. We are proud to have been recognized for the 12th consecutive year on Fortune Magazine’s “100 Best
Companies to Work For” list and named to the PEOPLE Companies that Care® list for the fourth year in a row. These
accolades highlight our longstanding commitment to fostering a workplace culture that values and invests in our people.
Our best-in-class training and development programs continue to drive record-high staff engagement and industry-leading
retention rates. Our ability to attract, train, and retain top talent remains a key competitive advantage, enabling us to
consistently deliver exceptional dining experiences. As an employer of choice in the industry, we believe our strong
workplace culture and ongoing investment in our teams uniquely position us for future success.
We achieved record annual revenue of $3.6 billion in 2024, driven by positive comparable sales growth and a total of 23
new restaurant openings across our portfolio. This performance reflects the strength of our distinct concepts, with year-
over-year sales increasing 3% at The Cheesecake Factory restaurants, 16% at North Italia, 14% at Flower Child, and 14%
at FRC. Our industry-leading annual unit volumes at The Cheesecake Factory reached $12.3 million, supported by
incremental sales from our Cheesecake Rewards® program and solid contributions from the off-premise channel, which
accounted for 21% of total sales in 2024. Profitability also expanded meaningfully, with notable restaurant-level margin
improvement at The Cheesecake Factory, North Italia, and Flower Child contributing to a 28% year-over-year increase in
adjusted earnings per share to $3.44.
Our strong financial position and disciplined execution have enabled us to generate significant cash flow while continuing
to invest in future growth. In 2024, we generated EBITDA of $283 million and adjusted EBITDA of $329 million,
supporting new unit development while returning over $70 million to shareholders through dividends and stock
repurchases. With a strengthened balance sheet, enhanced liquidity, and sustained cash flow generation, we believe we are
well-positioned to support our long-term growth objectives as well as our capital shareholder return programs.
In 2025, we are planning to open as many as 25 new restaurants, including three to four The Cheesecake Factory
restaurants, six to seven North Italia restaurants, six to seven Flower Child locations and eight to nine FRC restaurants.
Additionally, we expect to open as many as two international locations under licensing agreements. Our development
pipeline remains robust, and we are confident in our ability to execute our long-term growth strategy while maintaining
the strong unit economics that define our concepts.
Looking ahead, we are committed to building on our momentum to help drive improved performance and long-term value
creation. With a track record of consistent operational and financial results, we believe we are well-positioned to execute
our strategy and further strengthen our competitive position. Our focus remains on our key priorities—increasing
comparable restaurant sales, expanding margins, and accelerating new unit development across our portfolio. By
leveraging our differentiated brands, operational expertise, and financial strength, we are confident in our ability to drive
towards profitable growth, capture market share, and maximize shareholder value. Our commitment to delivering
exceptional food quality, service, and hospitality—the hallmarks of our success—remains unwavering, and we believe our
scale, best-in-class operators, and disciplined approach to growth will continue to differentiate us in the industry going
forward.
As we reflect on an outstanding year, we recognize that our achievements would not be possible without the continued
support of our stakeholders. We deeply appreciate the trust and confidence of our shareholders, guests, bakery customers,
suppliers, and international licensees, whose partnership plays a vital role in our growth. As we look ahead, our strong
foundation, exceptional teams, and clear strategic vision position us for continued success in 2025 and beyond.
Best regards,
David Overton
Founder, Chairman and Chief Executive Officer
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission File Number 0-20574
THE CHEESECAKE FACTORY INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
51-0340466
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
26901 Malibu Hills Road
Calabasas Hills, California
91301
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (818) 871-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $.01 per share
CAKE
The Nasdaq Stock Market LLC (NASDAQ Global Select
Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the second fiscal quarter, July 2, 2024, was
$1,767,523,477 (based on the last reported sales on The Nasdaq Stock Market on that date).
As of February 18, 2025, 51,643,044 shares of the registrant’s Common Stock, $.01 par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and III of this Form 10-K incorporate by reference information from the registrant’s proxy statement for the annual meeting of stockholders expected to be held
on May 22, 2025.
1
THE CHEESECAKE FACTORY INCORPORATED
INDEX
Page
PART I
Item 1.
Business......................................................................................................................................................................
4
Item 1A. Risk Factors................................................................................................................................................................
16
Item 1B. Unresolved Staff Comments.......................................................................................................................................
35
Item 1C. Cybersecurity..............................................................................................................................................................
35
Item 2.
Properties....................................................................................................................................................................
38
Item 3.
Legal Proceedings.......................................................................................................................................................
39
Item 4.
Mine Safety Disclosures.............................................................................................................................................
39
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .
39
Item 6.
Reserved .....................................................................................................................................................................
41
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations .....................................
41
Item 7A. Quantitative and Qualitative Disclosures About Market Risk....................................................................................
51
Item 8.
Financial Statements and Supplementary Data...........................................................................................................
52
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .....................................
52
Item 9A. Controls and Procedures.............................................................................................................................................
52
Item 9B. Other Information.......................................................................................................................................................
53
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections........................................................................
53
PART III
Item 10. Directors, Executive Officers and Corporate Governance..........................................................................................
54
Item 11. Executive Compensation ............................................................................................................................................
54
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...................
54
Item 13. Certain Relationships and Related Transactions, and Director Independence............................................................
54
Item 14. Principal Accountant Fees and Services.....................................................................................................................
54
PART IV
Item 15. Exhibits, Financial Statement Schedules....................................................................................................................
Item 16. Form 10-K Summary..................................................................................................................................................
55
55
2
PART I
Forward-Looking Statements
Certain information included in this Form 10-K and other materials we have filed or may file with the Securities
and Exchange Commission (“SEC”), as well as information included in oral or written statements made by us or on our
behalf, may contain forward-looking statements about our current and presently expected performance trends, growth
plans, business goals and other matters.
These statements may be contained in our filings with the SEC, in our press releases, in other written
communications, and in oral statements made by or with the approval of one of our authorized officers. 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: leverage our competitive strengths, including
developing and investing in new restaurant concepts and expanding The Cheesecake Factory® brand to other retail
opportunities; maintain our aggregate sales volumes; deliver comparable sales growth; provide a differentiated experience
to customers; outperform the casual dining industry and increase our market share; leverage sales increases and manage
flow through; manage cost pressures, including, increasing wage rates and insurance costs, and increase margins; grow
earnings; remain relevant to consumers; attract and retain qualified management and other staff; increase shareholder
value; find suitable sites and manage increasing construction costs; 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 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; supply chain disruptions; demonstrations, political
unrest, potential damage to or closure of our restaurants and potential reputational damage to us or any of our brands;
pandemics and related containment measures, including the potential for quarantines or restriction on in-person dining;
acceptance and success of The Cheesecake Factory in international markets; acceptance and success of North Italia,
Flower Child and Other FRC concepts; the risks of doing business abroad through Company-owned restaurants and/or
licensees; foreign exchange rates, tariffs and cross border taxation; changes in unemployment rates; increases in minimum
wages and benefit costs; the economic health of our landlords and other tenants in retail centers in which our restaurants
are located, and our ability to successfully manage our lease arrangements with landlords; the economic health of
suppliers, licensees, vendors and other third parties providing goods or services to us; the timing of our new unit
development and related permitting; compliance with debt covenants; strategic capital allocation decisions including with
respect to share repurchases or dividends; the ability to achieve projected financial results; the resolution of uncertain tax
positions with the Internal Revenue Service and the impact of tax reform legislation; changes in laws impacting our
business; 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; the risks, costs and uncertainties associated
with opening new restaurants; and other risks and uncertainties detailed from time to time in our filings with the SEC.
Such forward-looking statements include all other statements that are not historical facts, as well as statements that are
preceded by, followed by or that include words or phrases such as “believe,” “plan,” “will likely result,” “expect,”
“intend,” “will continue,” “is anticipated,” “estimate,” “project,” “may,” “could,” “would,” “should” and similar
expressions. These statements are based on our current expectations and involve risks and uncertainties which may cause
results to differ materially from those set forth in such statements.
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 Item 1A — Risk Factors.) 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
3
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. 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.
Summary Risk Factors
Our business is subject to a number of risks and uncertainties. These risks are more fully described in the section titled
“Risk Factors” included in Part I, Item 1A of this report. These risks include, among others, the following:
The impact global and domestic economic conditions have on consumer discretionary spending and our costs of
operations could materially adversely affect our financial performance.
Our inability to grow comparable restaurant sales could materially adversely affect our financial performance.
If we are unable to protect our reputation, the value of our brands and sales at our restaurants may be negatively
impacted.
If we are unable to offset higher labor costs, our cost of doing business will significantly increase.
Pandemics, epidemics, endemics and other public health emergencies, or food safety and food-borne illness,
could reduce customer traffic to our restaurants, disrupt our food supply chain or cause us to be the target of
litigation.
Changes in, or any failure to comply with, applicable laws or regulations could materially adversely affect our
ability to operate our restaurants and/or increase our cost to do so.
Labor organizing could harm our operations and competitive position in the restaurant industry.
Our inability to respond appropriately to changes in consumer health and disclosure regulations, and to adapt to
evolving consumer dining preferences, could negatively impact our operations and competitive position.
Our failure to effectively develop, grow and operate North Italia and our other branded concepts could materially
adversely affect our financial performance.
Adverse weather conditions, natural disasters, climate change and public health emergencies could unfavorably
impact our restaurant sales.
Acts of violence at or threatened against our restaurants or the centers in which they are located, including civil
unrest, customer intimidation, active shooter situations and terrorism, could unfavorably impact our restaurant
sales.
Our inability to anticipate and react effectively to changes in the costs of key operating resources may increase
our cost of doing business.
Our financial performance could be materially adversely affected if we fail to retain, or effectively respond to a
loss of, key executives.
If we are unable to staff and retain qualified restaurant management and operating personnel in an increasingly
competitive market, we may be unable to effectively operate and grow our business and revenues.
If any of our third-party vendors experiences a failure that affects a significant aspect of our business, we may
experience data loss, increased costs, operational disruption or other harm.
We may incur additional costs if we are unable to renew our restaurant leases on similar terms and conditions, or
at all, or to relocate our restaurants in certain trade areas.
Information technology system failures or breaches of our network security could interrupt our operations and
subject us to increased operating costs, as well as to litigation and other liabilities.
Our inability to maintain a secure environment for customers’ and staff members’ personal data could result in
liability and harm our reputation.
Our failure to satisfy financial covenants and/or repayment requirements under our credit facility could harm our
financial condition.
Our convertible senior notes due 2026 and the incurrence of any additional indebtedness could limit the cash
flow available for our operations.
4
ITEM 1. BUSINESS
General
The Cheesecake Factory Incorporated is a leader in experiential dining. We are culinary forward and relentlessly
focused on hospitality. We currently own and operate 352 restaurants throughout the United States and Canada under
brands including The Cheesecake Factory® (215 locations), North Italia® (43 locations), Flower Child® (38 locations) and
additional brands within our Fox Restaurant Concepts (“Other FRC”) portfolio (49 locations). Internationally, 34 The
Cheesecake Factory® restaurants operate under licensing agreements. Our bakery division operates two facilities that
produce quality cheesecakes and other baked products for our restaurants, international licensees and third-party bakery
customers.
Our business originated in 1972 when Oscar and Evelyn Overton founded a small bakery in the Los Angeles
area. In 1978, their son, David Overton, our Chairman of the Board and Chief Executive Officer, led the creation and
opening of the first The Cheesecake Factory restaurant in Beverly Hills, California. In 1992, the Company was
incorporated in Delaware as The Cheesecake Factory Incorporated (referred to herein as the “Company” or as “we,” “us”
and “our”). Our executive offices are located at 26901 Malibu Hills Road, Calabasas Hills, California 91301, and our
telephone number is (818) 871-3000.
We maintain a general website at www.thecheesecakefactory.com, as well as websites for our bakery and other
subsidiaries, including www.northitalia.com, www.iamaflowerchild.com and www.foxrc.com. Our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports and our proxy
statements are available on our general website at no charge, as soon as reasonably practicable after these materials are
filed with or furnished to the SEC. Our filings are also available on the SEC’s website at www.sec.gov. The content of our
websites is not incorporated by reference into this Form 10-K.
We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting
purposes. Fiscal years 2024 and 2023 each consisted of 52 weeks. Fiscal year 2022 consisted of 53 weeks. Fiscal year
2025 will consist of 52 weeks.
Geopolitical and Other Macroeconomic Impacts to our Operating Environment
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.
Any of these factors may have an adverse impact on our business and materially adversely affect our financial
performance.
The Cheesecake Factory
As of February 24, 2025, we operated 215 The Cheesecake Factory restaurants, which strive to provide a
distinctive, high-quality dining experience at moderate prices by offering an extensive, innovative and evolving menu in
an upscale casual, high-energy setting with attentive, efficient and friendly service. As a result, The Cheesecake Factory
restaurants appeal to a diverse customer base across a broad demographic range. Our extensive menu and strategic
selection of locations enable us to compete for substantially all dining preferences and occasions, from the key lunch and
dinner day parts to the mid-afternoon and late-night day parts, which are traditionally weaker times for most casual dining
restaurants, as well as special occasion dining. The Cheesecake Factory restaurants are generally open seven days a week
for lunch and dinner, and we offer additional menu items for weekend brunch.
All of our restaurants offer a full-service bar where our entire menu is served. During fiscal 2024, alcoholic
beverage sales represented 11% of The Cheesecake Factory restaurant sales. We offer all items on our menu, except
alcoholic beverages where disallowed by regulation, for off-premise consumption, sales of which comprised
5
approximately 21% of The Cheesecake Factory restaurant sales during fiscal 2024. We work with a third party to provide
delivery service from all of our locations and offer online ordering for to-go sales at all of our domestic locations.
The Cheesecake Factory menu features approximately 225 items, exclusive of beverage and dessert items and
including items presented on supplemental menus, such as our SkinnyLicious® menu that offers innovative items at 590
calories or less. Our menu offerings include appetizers, pizza, seafood, steaks, chicken, burgers, small plates, pastas,
salads, sandwiches and omelettes, including a selection of vegan and gluten-free items.
Our ability to create, promote and attractively display our unique line of desserts is also important to the
competitive positioning and financial success of our restaurants. We offer approximately 45 varieties of proprietary
cheesecake and other desserts in our restaurants. Our brand identity and reputation for offering premium desserts results
in a significant level of dessert sales, representing approximately 17% of The Cheesecake Factory sales during fiscal
2024.
Competitive Positioning
The restaurant industry is comprised of multiple segments, including fine dining, casual dining, fast casual and
quick-service. The Cheesecake Factory restaurants operate in the upscale casual dining segment, which is positioned
above core casual dining, with standards that are closer to fine dining. Upscale casual dining is differentiated by freshly
prepared and innovative food, flavorful recipes with creative presentations, unique restaurant layouts, eye-catching design
elements and more personalized service. We believe that we are a leader in upscale casual dining given the historically
high average sales per square foot of our restaurants as compared to others in this segment.
The restaurant industry is highly competitive with respect to menu and food quality, service, personnel, location,
décor and value. We compete directly and indirectly with national and regional casual dining restaurant chains, as well as
independently-owned restaurants. In addition, we face competition from fast casual and quick-service restaurants, grocery
stores and meal kits that have increased the quality and variety of their food products in response to consumer demand.
We also compete with other restaurants and retail establishments for quality sites and staff and managers to operate our
restaurants.
The key elements that drive our total customer experience and help position us from a competitive standpoint
include the following:
Extensive and Innovative Menu, Made Fresh from Scratch. Our restaurants offer one of the broadest menus in
upscale casual dining and feature a wide array of flavors with portions designed for sharing. In contrast to many restaurant
chains, substantially all of our menu items, except those desserts produced at our bakery facilities, are prepared from
scratch daily at our restaurants with high-quality, fresh ingredients using innovative and proprietary recipes. We believe
one of our competitive strengths is our ability to anticipate customer preferences and adapt our expansive menu to the
latest trends. We regularly update our ingredients and cooking methods, as well as create new menu items and new
categories of food offerings at our restaurants, further enhancing the variety, quality and price points offered and keeping
our menu relevant to our customers. All new menu items are selected based on anticipated sales popularity and
profitability. We also regularly introduce new and innovative cheesecakes and other baked desserts. In 2024, we launched
the Triple Berry Bliss Cheesecake in conjunction with National Cheesecake Day.
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 supporting both our margin objectives and
customer traffic levels. 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 the last three fiscal years,
we implemented price increases above our historical levels, to help offset 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.
Value Proposition. We believe our restaurants are recognized by customers for offering value with a large variety
of freshly prepared menu items across a broad array of price points and generous portions at moderate prices. The average
check for each customer, including beverages and desserts, was approximately $31.05 during fiscal 2024.
6
Commitment to Excellent Service and Hospitality through the Selection, Training and Retention of High-Quality
Staff Members. Our mission is to “create an environment where absolute guest satisfaction is our highest priority.” We
strive to consistently exceed the expectations of our customers in all aspects of their experiences in our restaurants. One of
the most important aspects of delivering a consistent and dependable level of service is having a team of experienced
managers who can successfully operate our high-volume, complex restaurants. Our recruitment, selection, training,
retention and internal promotion programs are among the most comprehensive in the restaurant industry, helping us to
attract and retain qualified staff members who are motivated to consistently provide excellence in restauranteuring and
customer hospitality. By providing extensive training, our goal is to encourage our staff members to develop a sense of
personal commitment to our core values and culture of excellence. (See “Restaurant Operations, Development and
Training” below.) Our commitment to people-focused programs and creating a great workplace for all of our staff and
managers contributed to The Cheesecake Factory being named to Fortune magazine’s list of “100 Best Companies to
Work For®” in 2024, for the eleventh consecutive year.
High-Quality, High-Profile Restaurant Locations and Flexible Site Layouts. We target restaurant sites in high-
quality, high-profile locations with a balanced mix of retail shopping, entertainment, residences, tourism and businesses.
We have the flexibility to design our restaurants to accommodate a wide array of urban and suburban site layouts,
including multi-level locations. Our restaurants feature large, open dining areas, high ceilings where available, a
contemporary kitchen design and a bakery counter that features our desserts while also serving as a strategic location to
facilitate our off-premise sales. The layouts are flexible, permitting tables and seats to be easily rearranged to
accommodate small and large parties, thus permitting more effective utilization of seating capacity. Interior and exterior
patio seating, either or both of which are available at approximately 95% of our restaurants, allow for additional customer
capacity at a comparatively low occupancy cost per seat. Exterior patio seating is generally available as weather permits.
(See “New Restaurant Site Selection and Development” below.)
Distinctive Restaurant Design and Decor. We place significant emphasis on the contemporary interior design and
decor of our restaurants, which create a high-energy ambiance in a casual setting and contribute to the distinctive dining
experience enjoyed by our customers. We have evolved our restaurants’ design over time to remain current while
retaining a similar look and feel to our earlier restaurants. Our restaurants feature large, open dining areas, and where
feasible, both exterior and interior patios. We apply high standards to the maintenance of our restaurants to keep them in
“like new” condition.
Integration of our Bakery Operations. The primary role of our bakery operations is to produce innovative, high-
quality cheesecakes and other baked desserts for sale at The Cheesecake Factory restaurants and those of our international
licensees, which is important to our competitive positioning. Integration of this vital part of our brand gives us control
over the creativity and quality of our desserts and is also more profitable than buying from a third party.
New Restaurant Site Selection and Development
The Cheesecake Factory concept has demonstrated success in a variety of layouts (e.g., single or multi-level and
varying interior square feet), site locations (e.g., urban or suburban shopping malls, lifestyle centers, retail strip centers,
office complexes, entertainment centers and urban street locations — either freestanding or in-line) and trade areas.
Accordingly, we intend to continue developing The Cheesecake Factory restaurants in high-quality, high-profile locations
that meet our rigorous site standards. In accordance with our broader capital allocation strategy, we plan to open as many
locations in any given year as there are sites available that meet our site selection criteria and for which we can negotiate
acceptable lease terms, obtain necessary permits, complete construction, and recruit and train personnel. We have the
flexibility in our restaurant designs to penetrate a wide variety of markets across varying population densities in both
existing and new markets. We continue to target approximately 300 Company-owned and operated The Cheesecake
Factory restaurants domestically over time.
The locations of our restaurants are critical to our long-term success, and we devote significant time and
resources to analyzing each prospective site. We consider many factors when assessing the suitability of a site, including
the demographics of the trade area such as average household income and population density, as well as site-specific
characteristics such as visibility, accessibility and proximity to activity centers such as shopping centers and competitive
influences. Because our restaurants can be successfully executed within a variety of site locations and layouts, we are
highly flexible in choosing suitable locations. While there are common decor elements within each of our restaurant sites,
the designs are customized for the specifics of each location, including the building type, square footage and layout of
available space. We expect the majority of our new restaurants to vary between 7,000 and 10,000 interior square feet,
7
generally with additional exterior and/or interior patio seating, selected appropriately for each market and specific site.
We believe the relatively high sales productivity of our restaurants provides opportunities to obtain competitive
leasing terms from landlords. Due to the flexible and customized nature of our restaurant operations and the complex
design, construction and preopening processes for each new location, our lease negotiation and restaurant development
time frames vary. The development and opening process usually ranges from six to eighteen months, depending largely
on the type and availability of the leased space we intend to occupy, our preferred opening date, as well as our ability to
obtain goods, materials, permits and adequate staffing, and a variety of other circumstances beyond our control.
Unit Economics
We believe the operation of high-quality restaurants in premier locations fitting our criteria contributes to the
continuing customer appeal of The Cheesecake Factory. This popularity is reflected in our average sales per restaurant
and per square foot, which are among the highest of any publicly-held full service restaurant company.
Average sales per location for The Cheesecake Factory restaurants open for the full year were approximately
$12.4 million for fiscal 2024. Because each of our restaurants has a customized layout and differs in size, an effective
method to measure the unit economics of our sites is by square foot. Average sales per productive square foot (defined as
all interior square footage plus seasonally adjusted exterior patio square footage) for restaurants open for the full year
were approximately $1,152 for fiscal 2024. Fluctuations in both average sales per location and average sales per
productive square foot for fiscal 2024 generally tracked with comparable restaurant sales trends.
We currently lease all of our restaurant locations and utilize capital for leasehold improvements and furnishings,
fixtures and equipment to build out our restaurant premises. Our distinctive design and decor require a higher investment
per square foot than is typical for the upscale casual dining industry. However, our restaurants have historically generated
annual sales per square foot that are also typically higher than our competitors. Total construction costs to build our
restaurant premises average approximately $1,100 per interior square foot. However, these costs vary depending on a
number of factors, including geography, the complexity of our build-out, site characteristics, governmental fees and
permits, labor and material conditions in the local market, weather and the amount, if any, of construction contributions
obtained from our landlords for structural additions and other leasehold improvements.
Our new restaurants have typically opened with initial sales volumes well in excess of their future run-rate
levels. This initial “honeymoon” effect usually results from grand opening publicity and other customer awareness
activities that generate higher than usual customer traffic, particularly in new markets. During the three to six months
following the opening of new restaurants, customer traffic has generally settled into its normal pattern, resulting in sales
volumes that gradually adjust downward to their post-opening run-rate level. Additionally, our new restaurants have
typically required a period of time after reaching normal traffic levels to achieve their targeted restaurant-level margins
due to actual-to-theoretical food cost inefficiencies and labor productivity inefficiencies commonly associated with new,
highly complex restaurants such as ours.
Restaurant Operations
Our ability to consistently execute a complex menu offering items prepared daily with high-quality, fresh
ingredients in an upscale casual, high-volume dining environment is critical to our overall success. We employ detailed
operating procedures, standards, controls, food line management systems and cooking methods and processes designed to
accommodate our extensive menu and to drive sales productivity.
We believe that the high average sales volumes and popularity of our restaurants allow us to attract and retain
high-quality, experienced restaurant-level management and other operational personnel. Each restaurant is generally
staffed with a General Manager (“GM”) and an Executive Kitchen Manager (“EKM”), who possess an average of more
than ten years of experience with the Company. We believe this tenure and knowledge drive our high productivity and
contribute to our ability to deliver an exceptional customer experience.
To enable us to more effectively compete for, and retain, the highest quality restaurant management personnel,
we offer an innovative and comprehensive compensation program for our restaurant GMs and EKMs. Each participant
receives a competitive base salary and has the opportunity to earn a cash bonus based on quantitative restaurant
performance metrics. GMs are also eligible to use a Company-leased vehicle. In addition, we provide a longer-term,
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equity incentive program to our GMs and EKMs based on their extended service with us in their respective positions and
their achievement of certain performance objectives. We believe that these awards encourage our GMs and EKMs to
think and act as business owners, assist in retention of restaurant management and align our managers’ interests with
those of our stockholders.
Restaurant-Level Preopening Costs
Due to the highly customized and operationally complex nature of our upscale, high-volume concept and the
investment we make in properly training our staff to operate our restaurants, our preopening process is more extensive,
time consuming and costly than that of many restaurant chains. Restaurant-level preopening costs for a typical location in
an established market average approximately $1.0 million to $1.5 million and 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.
Restaurant-level preopening costs can fluctuate significantly from period to period, based on the number and
timing of restaurant openings and the specific costs incurred for each restaurant. These costs vary by location depending
on a number of factors, including the proximity of our existing restaurants, the size and physical layout of each location,
the number of management and hourly staff members required to operate each restaurant, the availability of qualified
restaurant staff members, the cost of travel and lodging for different metropolitan areas, the timing of the restaurant
opening and the extent of unexpected delays, if any, in obtaining final licenses and permits to open the restaurant, which
may also depend on our landlords obtaining their licenses and permits and completing their construction activities.
Restaurant-level preopening costs are generally higher for larger restaurants and initial entry into new markets and lower
when we relocate a restaurant within its local market. We have typically incurred the most significant portion of
restaurant-level preopening costs within the two months immediately preceding and the month of a restaurant’s opening.
Licensed Locations
We currently have licensing agreements with three restaurant operators to develop and operate The Cheesecake
Factory® brand restaurants in selected international markets. Our licensees invest their capital to build and operate the
restaurants, and we receive initial development fees, site and design fees and ongoing royalties based on our licensees’
restaurant sales. In addition, these licensees purchase bakery products branded under The Cheesecake Factory® mark from
us. As of February 24, 2025, our international licensees operated the following The Cheesecake Factory restaurants:
Licensee Location
Restaurant Location
# of Restaurants
Kuwait (1)..........................................................
Bahrain
1
Kingdom of Saudi Arabia
4
Kuwait
3
Qatar
3
United Arab Emirates
6
Mexico (2) .........................................................
Mexico
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Hong Kong (3)...................................................
Beijing
1
Chengdu
1
Hong Kong
1
Hangzhou
1
Macau
1
Shanghai
3
Thailand
1
Total ............................................................
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(1) This licensee, or its affiliates, also has the right to develop restaurants in Egypt, with the opportunity to expand
the agreement to include Algeria, Hungary, Iraq, Libya, Morocco, Poland, Russia, Slovakia, The Czech
Republic, Tunisia, Turkey and Ukraine.
(2) This licensee, or its affiliates, also has the right to develop restaurants in Chile, with the opportunity to expand
the agreement to include Argentina, Brazil, Colombia and Peru.
(3) This licensee, or its affiliates, also has the right to develop restaurants in Taiwan, with the opportunity to expand
the agreement to include Japan, Malaysia, Singapore and South Korea.
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Our corporate infrastructure includes a dedicated global development team that works with our international
licensees and coordinates the initial training, ongoing quality control, product specifications and brand oversight at our
licensed locations. Our internal audit department also performs periodic reviews of our international licensees’
compliance with our licensing agreements.
As we evaluate other international markets, we may consider opportunities to directly operate certain locations
and/or enter into licensing, joint venture or partnership arrangements with established third-party companies.
Due to the complexities of opening The Cheesecake Factory restaurants in other countries, including, but not
limited to, the selection and design of appropriate sites, construction of our complex restaurant designs, training of
licensees’ staff members, approval of supply sources and exportation of our bakery products to new countries, the number
and timing of new openings in foreign countries may vary from expectations.
Consumer Packaged Goods
Given the strong affinity for The Cheesecake Factory® brand, we leverage opportunities in the consumer
packaged goods channel by partnering with various third-party manufacturers to offer a variety of products marketed
under The Cheesecake Factory At Home® mark, including our Famous “Brown Bread,” which is available in select retail
stores nationwide.
North Italia
North Italia is a modern interpretation of Italian cooking in the upscale casual dining segment. North Italia
strives to be a modern Italian restaurant with a neighborhood feel, offering classic Italian favorites with a fresh twist made
from scratch daily. Contemporary design and décor elements including large dining rooms, high ceilings and open kitchen
layouts coupled with a focus on exceptional hospitality and high-quality, personalized service creates a warm, lively
atmosphere for guests to create memorable experiences. The menu features a broad selection of delicious, handcrafted
dishes including appetizers, salads, fresh pastas, pizzas and entrees, and each restaurant includes unique menu items
tailored to local markets. North Italia offers an assortment of wines, beers and house-made cocktails which represented
23% of North Italia sales in fiscal 2024. The average check for each customer, including beverages and desserts, for fiscal
2024 averaged approximately $34.60 for lunch and approximately $44.40 for dinner. Our North Italia restaurants are
generally open seven days a week for lunch, dinner and offer weekend brunch. Currently, we operate 43 North Italia
restaurants.
With Italian cuisine being one of the most popular ethnic food categories in the United States, coupled with
strong national reception of the North Italia concept to-date, we believe there is potential for approximately 200 domestic
locations over time, which supports our plan for approximately 20% average annual unit growth. Average sales per
location open for the full year for North Italia restaurants were approximately $7.7 million for fiscal 2024, or
approximately $1,100 per productive square foot. We target an average North Italia unit size of 6,000 to 7,000 interior
square feet and average total construction costs of approximately $800 per interior square foot. In fiscal years 2023 and
2024, we incurred higher construction costs, however we anticipate future costs to return to our targeted levels.
Restaurant-level preopening costs for a typical location in an established market average approximately $0.6 million to
$0.8 million and 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.
Flower Child
Flower Child operates in the fast casual dining segment, offering a customizable menu, made fresh from scratch,
featuring locally-sourced, all-natural and organic ingredients. We believe Flower Child provides us an opportunity to
diversify our portfolio in a strong and growing niche. Currently, we operate 38 Flower Child locations and believe there is
potential for approximately 700 domestic locations over time, which supports our plan for approximately 20% average
annual unit growth for this concept. Average sales per location open for the full year for the Flower Child restaurants were
approximately $4.3 million for fiscal 2024, or approximately $1,200 per interior square foot. We target an average Flower
Child unit size of 3,000 to 4,000 interior square feet and average total construction costs of approximately $750 per
interior square foot.
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Fox Restaurant Concepts (“FRC”)
FRC operates as an independent subsidiary based in Phoenix, Arizona and serves as an incubator, innovating
new food, dining and hospitality experiences to create fresh, exciting concepts. With over a dozen evolving restaurant
brands launched to-date, its concepts are diverse in industry segment, occasions, square footage and geography. Other
FRC potential growth concepts include Culinary Dropout, The Henry and Blanco, which together with the other FRC
brands, serve as an ecosystem for talent, menu and design development. Currently, we operate 49 Other FRC locations.
We target approximately 10% to 15% average annual unit growth for the aggregate Other FRC portfolio, complemented
by additional market tests of the potential growth concepts. Average sales per location open for the full year for the Other
FRC restaurants were approximately $6.4 million for fiscal 2024, or approximately $1,100 per interior square foot. We
target an average FRC unit size of 3,500 to 15,000 interior square feet and average total construction costs of
approximately $700 per interior square foot, depending on the concept.
Bakery Operations
We own and operate two bakery production facilities, one in Calabasas Hills, California, and one in Rocky
Mount, North Carolina. Our facility in California accommodates both production operations and corporate support
personnel, while our facility in North Carolina houses production operations and a distribution center. We are evaluating
beginning construction on a third bakery production facility in Charlestown, Indiana in fiscal 2025 or fiscal 2026. We
produce approximately 60 varieties of proprietary cheesecakes and other baked desserts using high-quality ingredients for
The Cheesecake Factory restaurants and for international licensees and third-party customers.
The primary role of our bakery operations is to produce innovative, high-quality cheesecakes and other baked
desserts for sale at our restaurants and those of our international licensees. Integration of this vital part of our brand gives
us control over the creativity and quality of our desserts and is also more profitable than buying from a third party. We
also leverage The Cheesecake Factory brand identity and utilize our bakery production capacity by selling cheesecakes
and other baked products to external foodservice operators, retailers and distributors. Current large-account customers
include retail and supermarkets, foodservice distributors and operators, a national retail bookstore, other restaurants and
national warehouse clubs. Items produced for outside accounts are marketed under The Cheesecake Factory At Home®
and The Cheesecake Factory Bakery® marks, as well as private labels.
We sell baked goods internationally in approximately 15 countries under The Cheesecake Factory At Home®
mark. Offering our cheesecakes and other baked desserts internationally is important to our branding, creating awareness
and driving demand for both our bakery products and the international expansion of our restaurants.
Human Capital
Our ability to attract highly motivated staff members and retain an engaged, experienced team is key to
successful execution of our strategy. While we continue to operate in a competitive labor environment, we believe our
people practices contribute significantly to our ability to attract talent and to The Cheesecake Factory restaurants’
historically industry-leading retention rates. Retention and engagement of our staff members is fostered by our investment
particularly in the following areas:
Culture
Cultivating and maintaining our culture is a key strategic focus. Our core values and purpose reflect who we are
and how our staff members interact with one another, as well as with our customers.
We believe our efforts to build and maintain a strong culture have contributed to two notable recognitions in
2024. We were named to the FORTUNE 100 Best Companies to Work For® list for an eleventh consecutive year and the
PEOPLE Companies that Care® list for a fourth consecutive year.
Development and Training
We provide our staff with career advancement opportunities, and our fiscal 2024 combined internal management
promotion rate at The Cheesecake Factory and North Italia concepts was 45%. Our hourly staff members and managers
receive a considerable amount of training through a combination of in-person learning and development and online
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coursework. In addition to company-provided job training, we offer hourly staff members of The Cheesecake Factory and
North Italia restaurants free high school equivalency and associate degree programs. We also offer a limited education
reimbursement to our staff seeking post-secondary education.
Total Rewards
We offer healthcare benefits to our hourly staff members who work a minimum of 25 hours per week, on
average. We provide a competitive suite of benefits and wellness offerings. The Cheesecake Factory and North Italia
staff, as well as our bakery and corporate teams, have paid sick time available to them starting at hire and are eligible to
earn vacation time.
Employee Engagement
As of December 31, 2024, we employed approximately 47,900 people, with approximately 46,350 in our
restaurants and the remainder in our corporate support center, FRC headquarters and bakery operations. We believe that
engaging our workforce is a key factor in our business success and in turn, have developed programs to promote
enthusiasm and commitment. We measure our performance in this area through an annual engagement survey and pulse
surveys throughout the year.
A significant part of our employee engagement strategy involves staff appreciation and recognition efforts. We
hold key company cultural events such as our week-long team appreciation celebrations, manager recognitions,
Commitment to Excellence staff member awards and new menu rollout all-staff meetings.
Our staff members are not covered by any collective bargaining agreements.
Giving Back
Another key aspect of our culture is giving back to the communities where our staff live and work, as well as
uniting our staff members around charitable causes personal to them. We donate to Feeding America and participate in
their annual campaign as an opportunity to engage our teams in a company-wide service program. We promote our teams’
participation in community volunteer events, and through our gift card program, we contribute to local fundraising events
for community non-profit organizations.
We also participate in a nationwide food donation program which redirects surplus food away from landfills to
local food banks and non-profit organizations. Additionally, we provide a method for our staff members to assist other
staff members in need through our The Cheesecake Factory “HELP” fund.
Corporate Social Responsibility
For more information, please review our most recent Corporate Social Responsibility “CSR” report on the
Corporate Social Responsibility page on our website at www.thecheesecakefactory.com. The contents of the CSR report
and our website are expressly not incorporated by reference into this Form 10-K.
Purchasing and Distribution
Our purchasing philosophy is designed to procure quality ingredients, supplies and services for our operations
from reliable sources consistent with our sustainability goals. In order to maximize purchasing efficiencies and to obtain
the freshest ingredients that meet our required standards, each restaurant’s management determines the quantities of food
and supplies needed for their location and orders the items from local, regional, national and international suppliers based
upon specifications determined and terms negotiated at a corporate level. We strive to maintain restaurant-level
inventories at a minimum dollar level in relation to sales due to the relatively rapid turnover of the perishable
commodities we use in our operations, coupled with the limited storage space at our restaurants.
The cost of products and services used in our operations are subject to volatility due to the relative availability of
labor and distribution, weather, natural disasters, inventory levels and other supply and/or demand impacting events such
as geopolitical events, economic conditions, public health emergencies or other unforeseen circumstances. Adverse
weather conditions and natural disasters may further exacerbate a number of these factors. In recent years, we were
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impacted by geopolitical and macroeconomic events, causing supply chain challenges and significantly increased
commodity prices. Our commodity environment began returning to more historical levels in fiscal 2024.
We attempt to negotiate short-term and long-term agreements for some of our principal commodity, supply and
equipment requirements, such as certain dairy products and poultry, depending on market conditions and expected
demand. While we are in the process of contracting for certain key food and non-food supplies for fiscal 2025, these
efforts may not be successful or yield our intended benefits. We continue to evaluate the possibility of entering into
similar arrangements for other commodities and periodically evaluate hedging vehicles, such as direct financial
instruments, to assist us in managing risk and variability associated with such commodities. As of the end of fiscal 2024,
we had no financial hedging contracts in place.
Information Technology
Our technology-enabled business solutions are designed to provide effective financial controls, cost
management, improved efficiencies and enhanced customer experience. Our business intelligence solution and data
warehouse architecture provide corporate and restaurant management with information and insights into key operational
metrics and performance indicators. This framework delivers enterprise reporting, dashboards and analytics, and allows
access to metrics such as quote and wait time accuracy, staff member retention trends, and restaurant quality and service
analyses.
Our restaurant systems are designed to enhance the guest experience, protect guest information and allow our
staff to focus on delivering the best experience possible. We have implemented systems for touchless/online menu,
ordering and payment, inventory management, labor management, recipe management, kitchen order orchestration and
table management. Our kitchen order orchestration tool is designed to route items in such a way that balances the
workload across multiple stations to ensure our guests receive the highest quality menu items. Our labor management tool
delivers optimized scheduling based on business demands and staff availability coupled with web and app-based access
delivering flexibility to our staff.
Our information security and cybersecurity efforts are led by a multi-disciplinary security team, overseen by our
interdepartmental Information Security Council representing our key functional areas. We have developed and
implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of
our critical systems and information. We remain focused on protecting against new and emerging risks utilizing our tools
and security teams and continue to review and make strategic investments in our systems intended to help keep the
Company’s, our guests’, and our team members’ data secure. (See Item 1C – Cybersecurity of this report for further
discussion on our cybersecurity.)
Marketing and Advertising
The Cheesecake Factory
We rely on our reputation, as well as our high-profile locations, media exposure and positive “word of mouth” to
maintain and grow market share. Historically, we have not used significant paid national advertising through television,
radio or print, nor significant discounting for on-premise dining occasions. We utilize a social media and digital marketing
strategy that allows us to engage regularly with our customers outside of our restaurants, including communication and
paid advertising on social media platforms such as Instagram® and Facebook®, influencer marketing, Google advertising
and direct email to customers. We launched our Cheesecake Rewards® program nationally in mid-2023 with the objective
to leverage data analytics and insights to engage more effectively with our guests and drive incremental sales while
maintaining our restaurant level margins.
Public relations is another important aspect of our marketing approach, and we frequently appear on local and
national television in connection with a variety of promotional opportunities, such as National Cheesecake Day, to
perform cooking demonstrations and other brand-building exposure. We generated approximately 21.8 billion media
impressions in fiscal 2024 at minimal cost to us. To raise awareness in the off-premise channel, we execute marketing
campaigns with our third-party delivery provider and through our online ordering platform. In addition, we work with
several premiere third-party gift card distributors, contributing to our brand awareness and gift card sales, as well as our
consumer packaged goods licensees on co-branded marketing campaigns.
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North Italia, Flower Child and Other FRC
North Italia, Flower Child and Other FRC execute localized marketing programs focused on awareness,
frequency and brand engagement through a variety of channels, including store-level marketing, public relations, in-store
events, digital advertising, email programs and social media. Each restaurant is positioned as an individual brand with a
neighborhood connection. Additionally, the restaurant interiors and exteriors are utilized for brand engagement and
messaging through art and graphics, creating an important part of a brand experience for the customer.
Seasonality and Quarterly Results
While seasonal fluctuations generally do not have a material impact on our quarterly results, year-over-year
comparisons can be significantly impacted by factors such as significant differences in year-over-year inflation, the
number and timing of new restaurant openings and associated preopening costs, the timing of holidays, inclement weather
and the additional week in a 53-week fiscal year. Therefore, our financial results for any quarter or fiscal year are not
necessarily indicative of the results that may be achieved for the full fiscal year or subsequent fiscal years.
Food Safety and Quality Assurance
Our food safety processes and systems are designed to mitigate the risk of contamination and illness and to
ensure compliance with regulatory requirements as well as industry standards. Adherence is monitored through routine
restaurant management reviews, third-party health inspection/food safety audits and regulatory agency inspections. In
addition, our bakery facilities are Safe Quality Food certified in alignment with the Global Food Safety Initiative’s Global
Markets Program. Our restaurants and bakery facilities are subject to regulatory guidelines required for conducting and
managing ingredient and product traceability. We utilize a web-based solution to efficiently contact our restaurants and
monitor progress in the event of a product withdrawal or recall. Web-based solutions are also used for tracking regulatory
compliance and implementing corrective actions
In selecting suppliers, we utilize key performance indicators relating to sanitation, operations and facility
management, good manufacturing and agricultural practices, product protection, government inspections and compliance,
recovery and food security. We perform annual food safety and quality system audits for certain suppliers, while others
are audited every other year or as needed. A web-based solution is utilized for incident management, reporting and
compliance of our suppliers.
Government Laws and Regulations
Our Company is subject to numerous federal, state, local and foreign laws and regulations. Each of our
restaurants is subject to various laws and regulations, including license and permit requirements, that regulate many
aspects of our business, including, among other things, alcoholic beverage control, health, sanitation, labor, immigration,
zoning and public safety. We are also subject to various environmental regulations governing areas such as water usage,
sanitation disposal and transportation mitigation.
Our international business exposes us to additional laws and regulations, including, without limitation, antitrust
and tax requirements, anti-boycott legislation, import/export and customs regulations and other international trade
regulations, privacy laws that may differ from U.S. privacy laws, anti-terrorism laws and anti-corruption laws.
As a provider of food products, we are subject to a comprehensive regulatory framework that governs the
manufacture (including composition and ingredients), labeling, packaging and safety of food.
In order to serve alcoholic beverages in our restaurants or off-premise where permitted, we must comply with
alcoholic beverage control regulations which require us to apply to a state and/or other governmental alcoholic beverage
control authority for licenses and permits. In addition, we are subject to dram shop statutes in most of the jurisdictions in
which we operate, which generally provide a person injured by an intoxicated person the right to recover damages from
an establishment that wrongfully served alcoholic beverages to the intoxicated person. Dram shop litigation may result in
significant judgments, including punitive damages. We attempt to mitigate this risk by carrying liquor liability insurance
coverage.
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Various federal, state, local and foreign laws and regulations govern our operations as they relate to our staff
members, including such matters as minimum wages, breaks, scheduling, exempt classifications, equal pay, overtime, tip
credits, fringe benefits, leaves, safety, working conditions, provision of health insurance and citizenship or work
authorization requirements. We must also comply with local, state and federal laws and regulations protecting the right to
equal employment opportunities and prohibiting discrimination and harassment in the workplace. We regularly review
and update our training and awareness programs addressing these concerns. We are also subject to the regulations of the
Department of Homeland Security, the U.S. Citizenship and Immigration Services and U.S. Immigration and Customs
Enforcement.
Our facilities must comply with applicable requirements of the Americans with Disabilities Act of 1990
(“ADA”) and related federal, state and foreign laws and regulations which prohibit discrimination on the basis of
disability with respect to public accommodations and employment. We take steps to ensure our places of public
accommodation and our website comply with the requirements of the ADA and related state and local laws and
regulations. We also make reasonable accommodations for the employment of disabled persons as required by applicable
laws and regulations.
A significant number of our hourly restaurant staff members receive income from gratuities. In the United States,
many of our locations currently participate in a Tip Reporting Alternative Commitment (“TRAC”) agreement with the
Internal Revenue Service (“IRS”), and we intend to apply to participate in any successor program to TRAC.
We are subject to laws and regulations relating to information security, privacy, cashless payments and consumer
credit protection and fraud. We make efforts to comply with an increasing number of data privacy laws, regulations and
industry standards regarding the protection of personally identifiable information and protected health information.
Trade Names, Trademarks and Other Intellectual Property
We own and have applied to register trade names, logos, service marks, trademarks, copyrights and other
intellectual property (collectively, “Intellectual Property”) in the United States, Canada and in additional countries
throughout the world in various categories, including without limitation, restaurant services and bakery goods. We regard
our Intellectual Property, including “The Cheesecake Factory,” “North Italia,” and a collection within the Fox Restaurant
Concepts subsidiary, as well as our trade dress, as having substantial value and as being important to our marketing
efforts. Our policy is to pursue registration of our important Intellectual Property when commercially feasible, and to
enforce our intellectual property rights. We have also registered various internet domain names, including,
“www.thecheesecakefactory.com,” “www.northitalia.com,” and “www.foxrc.com”.
Executive Officers of the Registrant
David Overton, age 78, serves as our Chairman of the Board and Chief Executive Officer. Mr. Overton co-
founded our predecessor company in 1972 with his parents, Oscar and Evelyn Overton. He is also a founding member and
director of our Foundation.
David M. Gordon, age 60, was appointed President of the Company in February 2013. Mr. Gordon joined our
Company in 1993 as a Manager and held operational positions, including General Manager, Area Director of Operations,
Regional Vice President and Chief Operating Officer prior to his appointment as President. He is also a director of our
Foundation.
Matthew E. Clark, age 55, was appointed Executive Vice President and Chief Financial Officer in 2017. Mr.
Clark joined our Company in 2006 as Vice President of Strategic Planning and most recently oversaw the strategy,
financial planning, treasury and risk management functions as Senior Vice President, Finance and Strategy. Earlier in his
career, Mr. Clark held a number of finance positions of increasing responsibility at Groupe Danone, Kinko’s and The
Walt Disney Company. He is also a director of our Foundation.
Keith T. Carango, age 63, serves as President of The Cheesecake Factory Bakery Incorporated, our bakery
subsidiary. Mr. Carango joined our bakery operations in 1996 to lead manufacturing and provide continuous improvement
to the bakery operation. In his most recent role of Senior Vice President and Chief Operating Officer, he oversaw strategic
planning, supply chain, manufacturing, distribution, human resources, quality assurance and finance. Prior to joining the
Company, he held manufacturing and finance roles at Frito-Lay, Inc. and Prince Foods.
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Scarlett May, age 58, serves as our Executive Vice President, General Counsel and Secretary. Ms. May joined
our Company in 2018, from Brinker International, Inc., where she served as Senior Vice President, General Counsel and
Secretary from 2014 to 2018. Prior to that, she was Senior Vice President, Chief Legal Officer and Secretary for Ruby
Tuesday, Inc. following her earlier career in private practice.
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ITEM 1A. RISK FACTORS
An investment in our common stock involves risks and uncertainties. In addition to the information contained
elsewhere in this Annual Report on Form 10-K and other filings that we make with the SEC, you should carefully read
and consider the risks described below before making an investment decision. The occurrence of any of the following
risks could materially harm our business, operating results, earnings per share, financial position, cash flows and/or the
trading price of our common stock (individually and collectively referred to as our “financial performance”). In addition,
our actual financial performance could vary materially from any results expressed or implied by forward-looking
statements contained in this report, in any of our other filings with the SEC and other communications by us, both written
and oral, depending on a variety of factors, including the risks and uncertainties described below. It is not possible for us
to predict all possible risk factors or the impact these factors could have on us or the extent to which any one factor, or
combination of factors, may materially adversely affect our financial performance. The risk factors set forth below are not
guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative
statement that such risks or conditions have not materialized, in whole or in part.
Risks Related to the Restaurant Industry
The impact global and domestic economic conditions have on consumer discretionary spending and our costs of
operations could materially adversely affect our financial performance.
Dining out is a discretionary expenditure that is influenced by domestic and global economic conditions,
including, but not limited to: geopolitical instability, including armed conflicts, supply shortages, interest rates,
unemployment, significant cost inflation, public health emergencies, consumer confidence, consumer purchasing and
saving habits, credit conditions, stock market performance, home values, population growth, household incomes and tax
policy.
Material changes to governmental policy related to domestic and international fiscal concerns, and/or changes in
central bank policies with respect to monetary policy, also could affect consumer discretionary spending. Any factor
affecting consumer discretionary spending may influence customer traffic in our restaurants and average check amount,
thus potentially having a material impact on our financial performance.
In recent years, our operating results were impacted by geopolitical and other 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. Any of these factors may
have an adverse impact on our business and materially adversely affect our financial performance.
Our inability to grow comparable restaurant sales could materially adversely affect our financial performance.
We strive to increase comparable restaurant sales by improving customer traffic trends and growing average
check. Changes in customer traffic and average check amount may be impacted by a variety of factors, including, without
limitation: macroeconomic conditions that impact consumer discretionary spending; perception of our concepts’ offerings
in terms of quality, price, value and service; increased competition; changes in consumer eating habits; the evolving retail
landscape, which is becoming increasingly influenced by technology and a growing consumer preference for
convenience, value and experience; adverse weather conditions; natural disasters; and demographic, economic and other
adverse changes in the trade areas in which our restaurants are located and changes in the regulatory environment. (See
the risk factor titled “The impact global and domestic economic conditions have on consumer discretionary spending and
our costs of operations could materially adversely affect our financial performance.”)
We compete directly and indirectly for customer traffic with national and regional full-service dining restaurant
chains as well as independently-owned restaurants. In addition, we face competition from fast casual and quick-service
restaurants, grocery stores and meal kits that have increased the quality and variety of their food products in response to
consumer demand. We believe that many consumers remain focused on value and if our competitors promote and deliver
a higher degree of perceived value, our customer traffic could suffer.
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We utilize menu price increases in an effort to help offset inflation of key operating costs. However, our menu
price increases may be insufficient to meaningfully offset increased costs and may, if not accepted by customers, result in
reduced customer traffic and unfavorable menu mix shifts (i.e., customers reducing their spend by purchasing fewer menu
items or lower cost menu items). These risks became more pronounced beginning in 2022, when we began to implement
menu price increases above our historical levels to help offset significant inflationary cost pressures. (See the risk factor
titled “Our inability to anticipate and react effectively to changes in the costs of key operating resources may increase our
cost of doing business, which could materially adversely affect our financial performance.”)
In recent years, we have generated a higher mix of sales from off-premise channels as consumers have
demonstrated a preference for convenience and at-home dining. Growing competition in off-premise channels, our
inability to differentiate our concepts in these channels or a change in customers’ willingness to pay fees associated with
third-party delivery could negatively impact our comparable restaurant sales performance.
If we are unable to protect our reputation, the value of our brands and sales at our restaurants may be negatively
impacted, which could materially adversely affect our financial performance.
Our greatest asset is the value of our brands, which is directly linked to our reputation. We must protect our
reputation in order to continue to be successful and to grow the value of our brands domestically and internationally.
Negative publicity directed at any of our brands, regardless of factual basis, such as relating to the quality of our
restaurant food or consumer packaged goods, the quality of our restaurant facilities, customer complaints or litigation
alleging injury or food-borne illnesses, food tampering or contamination or poor health inspection scores, sanitary or other
issues with respect to food processing by us or our suppliers, the condition of our restaurants, labor relations, any failure
to comply with applicable regulations or standards, allegations of harassment or disparate treatment based upon race,
gender, gender identity, national origin, religion or other class, allegations of sexual harassment, politically motivated
accusations or other negative publicity could damage our reputation. Any failure of our third-party delivery provider to
represent our brands in a favorable manner could damage our reputation. These concerns are exacerbated by the speed
with which negative information can be disseminated through social media. (See the risk factor titled “Any inability to
effectively use and manage social media could harm our marketing efforts as well as our reputation, which could
materially adversely affect our financial performance.”) Negative publicity about us could harm our reputation and
damage the value of our brands, which could materially adversely affect our financial performance.
In past years we have experienced and may again experience significant labor cost inflation, which has and may in
the future significantly increase our cost of doing business.
Increases in minimum wages (including increased minimum wages in industries with which we compete for
talent) and minimum tip credit wages, extensions of personal and other leave policies, other governmental regulations
affecting labor costs including pay transparency and secure scheduling requirements and reduced levels of legal
immigration have and may continue to significantly increase our labor costs and make it more difficult to fully staff our
restaurants, any of which could materially adversely affect our financial performance.
Certain state and localities have significantly increased their minimum wage and/or tip credit wage (or have
eliminated the tip credit wage), and require significantly more mandated benefits, and we believe it is becoming
increasing likely that the United States federal government or certain other states and localities will also elect to do so.
Should this occur, in addition to increasing the overall wages paid to our minimum wage and tip credit wage earners,
these increases create pressure to increase wages paid to and other benefits provided to other staff members who, in
recognition of their tenure, performance, job responsibilities and other similar considerations, historically received a rate
of pay exceeding the applicable minimum wage or minimum tip credit wage. Because we employ a large workforce, any
wage increases and/or expansion of benefits mandates will have a particularly significant impact on our labor costs.
Increased restaurant labor costs could impact us more than others in our industry because we have a complex menu made
fresh from scratch at our restaurants, requiring more labor at each restaurant location than some of our competitors who
use processed foods or commissaries to prepare their foods. Our vendors, contractors and business partners are similarly
impacted by wage and benefit cost inflation, and many have or will increase their prices for goods, construction and
services in order to offset their increasing labor costs, resulting in higher operating costs for us.
Our labor expenses include significant costs related to our self-insured health, pharmacy and dental benefit plans.
Healthcare costs continue to rise and are especially difficult to project given that material increases in costs associated
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with medical claims, or an increase in the severity or frequency of such claims, may cause healthcare costs to vary
substantially from quarter-to-quarter and year-over-year. Any significant changes to the healthcare insurance system
could also impact our healthcare costs. Material increases in healthcare costs could materially adversely affect our
financial performance.
While we seek to offset labor cost increases through menu price increases, more efficient purchasing practices,
productivity improvements, greater economies of scale and by offering a variety of health plans to our staff members,
including lower cost high deductible health plans, there can be no assurance that these efforts will be successful. If we are
unable to effectively anticipate and respond to increased labor costs, our financial performance could be materially
adversely affected.
Health risks associated with our restaurants or products, such as food safety concerns and food-borne illness,
pandemics, epidemics, endemics and other public health emergencies could negatively impact customer traffic to
our restaurants, disrupt our food supply chain or cause us to be the target of litigation, which could materially
adversely affect our financial performance.
We face food safety risk, including the risk of food-borne illness and food contamination (including allergen
cross contamination), which are common both in the restaurant industry and the food supply chain. While we dedicate
substantial resources and provide training to help ensure the safety and quality of the food we serve, these risks cannot be
completely eliminated. Additionally, we rely on our network of suppliers to properly handle, store and transport our
ingredients for delivery to our restaurants. Any failure in our supply chain could cause our ingredients to be contaminated,
which could be difficult to detect and jeopardize the safety of our food. We freshly prepare our menu items at our
restaurants, which may put us at greater risk for food-borne illness and food contamination outbreaks than some of our
competitors who use processed foods or commissaries to prepare their food. The risk of food-borne illness also may
increase whenever our menu items are served outside of our control, such as by third-party food delivery services,
customer take-out or at catered events.
Publicized food safety concerns, regardless of accuracy, whether specifically concerning food served at any of
our restaurant brands, desserts produced at our bakeries, any products bearing our branding or regarding our third-party
suppliers or service providers, or the food supply more generally, could negatively affect consumer demand for our
restaurants and products, which in turn could materially adversely affect our financial performance.
The impacts of and our failure to effectively respond to pandemics, epidemics, endemics and other public health
emergencies may also significantly disrupt our business, including, by adversely affecting, among other things, our ability
to operate our business, consumer behavior, our supply chain, commodity prices, wage costs and our ability to timely
open new restaurants. For example, we experienced these and other impacts to our business as a result of the COVID-19
pandemic.
The demand for and availability and price of certain food items may be adversely impacted if a pathogen, such as
coronavirus, Ebola, mad cow disease, SARS, swine flu, avian influenza, norovirus or other virus or bacteria, such as
salmonella or E.coli, or if parasites or other toxins infect or are believed to have infected the food supply, including the
food supply chain for our restaurants or bakery facilities. For example, in 2024 we experienced challenges sourcing eggs
as a result of an outbreak of avian influenza in poultry flocks. Additionally, customers may avoid our restaurants and it
may become difficult to adequately staff our restaurants if our customers or staff members become infected with a
pathogen which was actually or alleged to be contracted at our restaurants. Any adverse food safety occurrence may result
in litigation against us. Although we carry liability and other insurance coverage to mitigate costs we may incur as a result
of these risks, not all risks of this nature are fully insurable. Even if insured, the negative publicity associated with such an
event could damage our reputation and materially adversely affect our financial performance.
In addition to selling products throughout the world through various distribution channels, including, without
limitation, supermarkets, mass market retailers, club stores and various other food service and retail channels, our bakery
facilities are the only sources of most of our baked desserts to our restaurants. If any of our bakery products becomes
subject to a product recall or market withdrawal, whether voluntary or involuntary, our costs to conduct such recall or
market withdrawal could be significant, restaurant sales as well as third-party sales of bakery products could be negatively
impacted and our reputation could be damaged, any of which could materially adversely affect our financial performance.
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In addition, any adverse food safety event could result in mandatory or voluntary product withdrawals or recalls,
regulatory and other investigations, and/or criminal fines and penalties, any of which could disrupt our operations,
increase our costs, require us to respond to findings from regulatory agencies that may divert resources and assets, and
result in potential civil fines and penalties as well as other legal action, any of which could materially adversely affect our
financial performance.
Changes in, or any failure to comply with, applicable laws or regulations could materially adversely affect our
ability to operate our restaurants and/or increase our cost to do so, which could materially adversely affect our
financial performance.
We are subject to numerous federal, state, local and foreign laws and regulations. Each of our restaurants is
subject to various laws and regulations, including license and permit requirements, that regulate many aspects of our
business, including, among other things, alcoholic beverage control, health, sanitation, labor, immigration, zoning and
public safety. Our failure to obtain and/or retain licenses, permits or other regulatory approvals required to operate our
business could delay or prevent the opening and/or continued operation of any of our restaurants or bakeries, materially
adversely affecting that facility’s operations and profitability and our ability to obtain similar licenses, permits or
approvals elsewhere, any of which could materially adversely affect our financial performance. We are also subject to
various environmental regulations governing areas such as water usage, sanitation disposal and transportation mitigation.
The United States, on the federal, state and local levels, and other countries are expanding the type, nature and scope of
laws and regulations governing other environmental matters, such as reducing greenhouse gas emissions, use of natural
gas and water consumption, including in some cases imposing disclosure requirements with respect to such matters. (See
the risk factor titled “Failure to appropriately address environmental and social matters, could adversely affect our brand,
business, results of operations and financial condition.”). We may incur significant additional costs and require
operational changes to comply with these laws and regulations and may face fines, penalties or other sanctions, adverse
publicity and incur legal liability in the event of our failure to do so.
Our international business exposes us to additional laws and regulations, including antitrust and tax
requirements, anti-boycott legislation, import/export and customs regulations and other international trade regulations,
privacy laws, the USA Patriot Act and the Foreign Corrupt Practices Act.
As a provider of food products, we are subject to a comprehensive regulatory framework that governs the
manufacture (including composition and ingredients), labeling, packaging and safety of food in the United States,
including the Federal Food, Drug and Cosmetic Act, the Public Health Security and Bioterrorism Preparedness Response
Act of 2002, the Federal Food Safety Modernization Act and regulations concerning nutritional labeling under the Patient
Protection and Affordable Care Act of 2010. (See the risk factor titled “Our inability to respond appropriately to changes
in consumer health and disclosure regulations, and to adapt to evolving consumer dining preferences, could negatively
impact our operations and competitive position, which could materially adversely affect our financial performance.”)
In order to serve alcoholic beverages in our restaurants or off-premise where permitted, we must comply with
alcoholic beverage control regulations which require us to apply to a state or other governmental alcoholic beverage
control authority for licenses and permits. In addition, we are subject to dram shop statutes in most of the jurisdictions in
which we operate, which generally provide a person injured by an intoxicated person the right to recover damages from
an establishment that wrongfully served alcoholic beverages to the intoxicated person. Dram shop litigation may result in
significant judgments, including punitive damages. Various federal, state, local and foreign laws and regulations govern
our operations as they relate to our staff members, including such matters as minimum wages, breaks, scheduling, exempt
classifications, equal pay, overtime, tip credits, fringe benefits, leaves, safety, working conditions, provision of health
insurance, and citizenship or work authorization requirements. Significant increases in minimum wage rates, including
any increase in or elimination of the tip credit wage rate in certain states, paid or unpaid leaves of absence, equal wage
legislation, mandatory sick pay and paid time off regulations in a growing number of jurisdictions, mandated health
and/or COBRA benefits, or increased tax reporting, assessment or payment requirements related to our staff members
who receive gratuities, or changes in interpretations of existing employment laws, including with respect to classification
of exempt versus non-exempt employees, could significantly increase our labor costs, which would materially adversely
affect our financial performance.
We must also comply with local, state and federal laws and regulations protecting the right to equal employment
opportunities and prohibiting discrimination and harassment in the workplace. Compliance with these laws and
regulations can be costly and failure to comply creates exposure to government proceedings and litigation. Even a
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perceived failure to comply could result in negative publicity that could damage our reputation and materially adversely
affect our financial performance.
We are also subject to the regulations of the Department of Homeland Security, the U.S. Citizenship and
Immigration Services and U.S. Immigration and Customs Enforcement. Despite our efforts to maintain compliance with
legal requirements, including implementation of electronic verification of legal work status, some of our staff members
may not meet legal citizenship or residency requirements. In addition, immigration-related employment regulations may
make it more difficult for us to identify and hire qualified staff members. Our inability to maintain an experienced and
qualified work force comprised of individuals who meet all legal citizenship or residency requirements could result in a
disruption in our work force, sanctions against us and adverse publicity, any of which could materially adversely affect
our financial performance.
Our facilities must comply with applicable requirements of the Americans with Disabilities Act of 1990
(“ADA”) and related federal, state and foreign laws and regulations which prohibit discrimination on the basis of
disability with respect to public accommodations and employment. We are also subject to laws and regulations relating to
information security, cybersecurity, privacy, personal information, cashless payments and consumer credit, protection and
fraud. The requirements of such laws and regulations, as well as their application and interpretation, are constantly
evolving and developing.
Many laws and regulations governing our business and operations also extend to independent third-party service
providers we engage to perform certain services. While we take precautions to help ensure that our third-party service
providers comply with applicable laws and to maintain an independent contractor relationship, we cannot be assured such
efforts will be successful, and we may incur liability as a joint employer for failures by our independent third-party
service providers to comply with applicable laws. Additionally, some jurisdictions have introduced (or may be planning to
introduce) legislation seeking to mandate an employment relationship between companies that facilitate third-party
delivery services and their service personnel. The U.S. Department of Labor recently issued a final rule concerning
independent contractor standards for employees nationwide, which took effect in March 2024. The extent to which this
rule may impact our third-party delivery services and their service personnel is not yet known.
Any changes to the numerous laws governing our business or operations may create challenges for us. While we
subscribe to certain services and have established procedures to identify legal and regulatory changes, we may not be able
to identify and comply with every change on a timely basis. We may incur penalties and other costs, sanctions and
adverse publicity by failing to comply with applicable laws, any of which could materially adversely affect our financial
performance.
Labor organizing could harm our operations and competitive position in the restaurant industry, which could
materially adversely affect our financial performance.
Our staff members and others may attempt to unionize our workforce, establish boycotts or picket lines or
interrupt our supply chains, which could limit our ability to manage our workforce effectively, cause disruptions to our
operations and could materially adversely affect our financial performance. In addition, a labor dispute involving some or
all our staff members may harm our reputation, disrupt our operations and reduce our revenues, and resolution of disputes
could increase our costs. Further, the unionization of construction companies could cause our construction and build-out
costs for new restaurants to materially increase.
Our inability to respond appropriately to changes in consumer health and disclosure regulations, and to adapt to
evolving consumer dining preferences, could negatively impact our operations and competitive position, which
could materially adversely affect our financial performance.
Federal law requires restaurant operators with twenty or more locations to make certain nutritional information
available to customers. Additionally, some state, local and foreign governments also have enacted legislation regulating or
prohibiting the sale of or mandating disclosures relating to certain types and/or levels of ingredients in food served in
restaurants, such as trans fats, sodium, genetically modified organisms (GMOs) and gluten, and are taxing or considering
taxing and/or otherwise regulating high fat, high sugar and high sodium foods. While it remains unclear to what extent
consumers may reconsider dining preferences in response to such requirements, consumer dining preferences continue to
evolve, and these preferences may evolve more rapidly in response to any of these new requirements. New and current
medical treatments such as GLP-1 agonists may shift consumer preferences. Our failure to quickly and effectively adapt
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to any significant shift in consumer dining preference could cause our or our licensees’ restaurants to lose market share,
which could materially adversely affect our financial performance.
Our failure to effectively develop, grow and operate North Italia, Flower Child and our other branded concepts
could materially adversely affect our financial performance.
All of our restaurant concepts are subject to the risks and uncertainties described in this filing. However, there is
an enhanced level of risk and uncertainty related to the operation and expansion of our less-established restaurant
concepts. We acquired North Italia, Flower Child and the remainder of Fox Restaurant Concepts’ business for the purpose
of accelerating unit growth and to develop innovating concepts for future growth. While we actively seek to grow these
concepts, we can provide no assurance that new restaurants will be accepted in the markets targeted for expansion or that
we will be able to achieve our targeted returns when opening new locations.
Adverse weather conditions, natural disasters and public health emergencies could unfavorably impact our
restaurant sales, which could materially adversely affect our financial performance.
Adverse weather conditions, natural disasters and public health emergencies can impact customer traffic, make it
more difficult to fully staff our restaurants and more severe events, such as hurricanes, earthquakes, tornadoes, blizzards,
wildfires and other natural disasters and public health emergencies, such as the COVID-19 pandemic, have resulted in and
may in the future result in restaurant closures, underutilization of outdoor patio dining and curtailed operations,
impediments to availability of staff and supplies and increased commodity costs, sometimes for prolonged periods of
time. These effects may become more pronounced in the future as climate change and global warming may cause
extended droughts and certain adverse weather conditions and natural disasters to become more frequent, more severe and
less predictable over time. Our cash flows may be negatively impacted by delay in the receipt of proceeds under any
insurance policies or programs we maintain against certain of these risks or the proceeds may not fully offset any such
losses. Any or all these situations could materially adversely affect our financial performance.
Acts of violence at or threatened against our restaurants or the centers in which they are located, including civil
unrest, customer intimidation, active shooter situations and terrorism, could unfavorably impact our restaurant
sales, which could materially adversely affect our financial performance.
Any act of violence at or threatened against our restaurants or the centers in which they are located, including
civil unrest, customer intimidation, active shooter situations and terrorist activities, may result in damage and restricted
access to our restaurants and/or restaurant closures in the short-term and, in the long-term, may cause our customers and
staff to avoid our restaurants. Any such situation could adversely impact customer traffic and make it more difficult to
fully staff our restaurants, which could materially adversely affect our financial performance.
Risks Related to Our Business
Our inability to anticipate and react effectively to changes in the costs of key operating resources may increase our
cost of doing business, which could materially adversely affect our financial performance.
The cost of products and services used in our operations are subject to volatility due to the relative availability of
labor and distribution, weather, natural disasters, inventory levels and other supply and/or demand impacting events such
as geopolitical events, economic conditions, public health emergencies or other unforeseen circumstances.
We attempt to negotiate short-term and long-term agreements for some of our principal commodity, supply and
equipment requirements, such as certain dairy products and poultry, depending on market conditions and expected
demand. We are in the process of contracting for certain key food and non-food supplies for fiscal 2025, and these efforts
may not be successful or yield our intended benefits. Due to the inflationary cost pressures we experienced, beginning in
2022, we implemented price increases above our historical levels to help offset inflationary cost pressures. Our
commodity inflationary environment began returning to more historical levels in 2024. 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. However, we can provide no assurance that these efforts will be successful.
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We continue to evaluate the possibility of entering into similar short-term and long-term arrangements for other
commodities and periodically evaluate hedging vehicles, such as direct financial instruments, to assist us in managing risk
and variability associated with such commodities. As of the end of fiscal 2024, we had no hedging contracts in place.
Products and services for which we have not entered into contracts can be subject to unforeseen supply and cost
fluctuations, which at times may be significant. Additionally, the cost of commodities subject to governmental regulation,
such as dairy and corn, can be especially susceptible to price fluctuation. Goods we purchase on the international market
may be subject to even greater fluctuations in cost and availability, which could result from a variety of factors, including
the value of the U.S. dollar relative to other currencies, international trade disputes, tariffs, geopolitical unrest and varying
global demand. New or increased tariffs and other changes in U.S. trade policy could trigger retaliatory actions, including
increased tariffs, by affected countries.
While we strive to engage in a competitive bidding process for our principal commodity, supply, service and
equipment requirements, because certain of these products and services may only be available from a few vendors or
service providers, we may not always be able to do so. Because of this lack of competition, we may be vulnerable to
excessive price demands, especially as they relate to the cost of products or services that are critical to our operations or
profitability.
Certain products and ingredients commonly used in food preparation are under scrutiny for possibly posing
social and environmental risks, including from an animal welfare and environmental sustainability perspective. We use
many of these products and ingredients and have adopted a comprehensive Sustainable Sourcing Policy under which,
among other things, we have a buying preference for products and ingredients that meet our social, environmental and
animal welfare qualifications (“sustainable products”). While we strive to source sustainable products, there is a risk that
some of our products or ingredients may become the subject of adverse publicity or shareholder activism, regardless of
factual basis. There is currently a smaller market for certain sustainable products, and any condition affecting the demand
for or supply of these products may cause significant cost and supply volatility and prevent us from obtaining these
products at a reasonable cost. For example, during fiscal 2023 and 2024, we experienced supply shortages with respect to
certain sustainable products, which largely resulted from challenges related to a growing framework of laws mandating
the use of sustainable products. This may become more prevalent as the European Union’s regulation of sustainably
sourced commodities may cause limited inventories of sustainably sourced commodities to be diverted there. For these
and other reasons, we cannot be certain that our supply and cost mitigation efforts or our efforts to purchase sustainable
products will be successful. Our international licensees are also subject to commodity price fluctuations. Any strategies
employed by our international licensees to mitigate the impact these fluctuations have on their businesses may not be
successful. Commodity price fluctuations have and may continue to impede our international licensees’ profitability,
which may hamper their ability to grow and negatively impact our ability to expand our brand internationally.
Our financial performance could be materially adversely affected if we fail to retain, or effectively respond to a
loss of, key executives.
The success of our business continues to depend in critical respects on the contributions of David Overton, our
founder, Chairman of the Board and Chief Executive Officer, and our other senior executives. The departure of Mr.
Overton or other senior executives for any reason could have a material adverse effect on our business and long-term
strategic plan. We have a succession plan that includes short-term and long-term planning elements intended to allow us
to successfully continue operations should any of our senior management become unavailable to serve in their respective
roles. However, there is a risk that we may not be able to implement the succession plan successfully or in a timely
manner or that the succession plan will not result in the same financial performance we currently achieve under the
guidance of our existing executive team.
If we are unable to staff and retain qualified restaurant management and operating personnel in an increasingly
competitive market, we may be unable to effectively operate and grow our business and revenues, which could
materially adversely affect our financial performance.
If we are unable to attract and retain qualified personnel, including due to increasingly competitive labor
markets, our restaurants and bakery operations could be short staffed, we may be forced to incur overtime expenses, and
our ability to operate and expand our concepts effectively, grow our business and revenues and meet our customers’
demand could be limited, any of which could materially adversely affect our financial performance.
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If any of our third-party vendors experiences a failure that affects a significant aspect of our business, we may
experience data loss, increased costs, operational disruption or other harm, any of which could materially
adversely affect our financial performance.
In order to leverage our internal resources and information technology infrastructure, and to support our business
continuity and disaster recovery planning efforts, we rely on third-party vendors to provide some of our essential business
processes. For example, we rely on a network of third-party distribution warehouses to deliver ingredients and other
materials to our restaurants. In some instances, these processes rely on technology and may be outsourced to the vendor in
their entirety and in other instances we utilize these vendors’ externally-hosted business applications. Our vendors’
systems are vulnerable to a variety of risks, including, without limitation, theft, casualties such as fire, power loss,
telecommunications failure or other catastrophic events, as well as from internal and external cybersecurity threats,
including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well
as through diverse attack vectors, such as malfeasance by insiders, human or technological error, malicious code
embedded in open-source software, or misconfigurations, “bugs” or other vulnerabilities in or issues with commercial
software that is integrated into our (or our suppliers’ or service providers’) network infrastructure, products or services,
security breaches, denial of service attacks, viruses, worms, malware, ransomware, social engineering/phishing, breaches
of the algorithms used to encrypt and protect data and other malicious, or disruptive or unauthorized events that
jeopardize the confidentiality, integrity or availability of information systems or information residing therein, including
confidential information and personal information (each, a “Cybersecurity Incident” and collectively, “Cybersecurity
Incidents”), and have also experienced Cybersecurity Incidents, including credential stuffing attacks in which
compromised user credentials were used to breach the system. The failure of third-party vendors to provide adequate
services, including, as result of any Security Incident, or to generally fail to employ up-to-date and appropriate data
security and internal control practices, could significantly harm our operations and reputation, which could materially
adversely affect our financial performance. For example, in July 2024 we experienced disruptions to our information
technology systems as part of the CrowdStrike software update that resulted in global information technology outages,
including disruptions to our ability to process customer payments at certain of our restaurants. While we experienced this
disruption for a limited period of time, the incident did not have a significant impact on our business. We also rely on
third party services to effectively operate our restaurants including, for example, gift card distribution and transaction
processing services, point-of-sale system services, online ordering services and food delivery services, and our
Cheesecake Rewards® program. We derive substantial revenue from these aspects of our business, which could suffer in
the event of any factor that adversely impacts our vendors’ ability to provide such services. Such factors include, without
limitation, loss of, or significant change in contractual terms of, key vendor contracts, vendor or processor failures,
technology failures, changes in applicable laws or regulations, Cybersecurity Incidents, damage to the reputation of any
key vendor and mandated employment relationships between companies that facilitate third-party delivery services and
their service personnel. (See the risk factor titled “Changes in, or any failure to comply with, applicable laws or
regulations could materially adversely affect our ability to operate our restaurants and/or increase our cost to do so, which
could materially adversely affect our financial performance.”)
We may incur additional costs if we are unable to renew our restaurant leases on similar terms and conditions, or
at all, or to relocate our restaurants in certain trade areas, which could materially adversely affect our financial
performance.
We currently lease all our restaurant premises and, although we may consider other arrangements, we currently
plan to continue to lease our restaurant locations in the future. Some of our leases have terms that will expire in the next
few years and beyond. Many of these leases include renewal options; some do not. While lease expirations allow us to
opportunistically evaluate the possibility of relocating certain restaurants to higher quality sites and trade areas over time,
doing so may involve additional costs, such as increased rent and other expenses related to renegotiating the terms of
occupancy of an existing lease, and the costs to relocate and develop a replacement restaurant if we choose not to renew a
lease, or are unable to do so, on favorable terms in a desirable location. Delay in delivery of leased premises from our
landlords may also result in increased costs. In addition, changing consumer preferences and demographics in a given area
have in the past and may in the future cause us relocate or terminate a restaurant lease. We may elect to terminate certain
leases prior to their expiration dates, and we may be unable to negotiate favorable terms for such early terminations.
Additional costs related to expiring restaurant lease terms, our inability to terminate certain restaurant leases under
favorable terms or the unavailability of suitable replacement locations could materially adversely affect our financial
performance.
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Any inability to effectively use and manage social media could harm our marketing efforts as well as our
reputation, which could materially adversely affect our financial performance.
Social media provides a powerful medium for consumers, staff members and others to communicate their
approval of or displeasure with a business. This aspect of social media is especially challenging because it allows any
individual to reach a broad audience with an ability to respond or react, in near real time, with comments that are often not
filtered or checked for accuracy. Any negative publicity could “go viral” causing nearly immediate and potentially
significant harm to our brand and reputation, whether or not factually accurate. Our marketing strategy includes an
emphasis on social media. As social media continues to grow in popularity, many of our competitors have expanded and
improved their use of social media, making it more difficult for us to differentiate our social media messaging. As a result,
we need to continuously innovate and develop our social media strategies.
If we do not appropriately use and manage our social media strategies, our marketing efforts in this area may not
be successful, and any failure to effectively respond to negative or potentially damaging social media, whether accurate or
not, could damage our reputation, which could materially adversely affect our financial performance.
Our failure to adequately protect our intellectual property could materially adversely affect our financial
performance.
We own and have applied to register trade names, logos, service marks, trademarks, copyrights and other
intellectual property (collectively, “Intellectual Property”), including The Cheesecake Factory®, North Italia®, Flower
Child®, a collection within the Fox Restaurant Concepts subsidiary and other trademarks related to our restaurant and
bakery businesses in the United States and in other countries throughout the world. Our Intellectual Property is valuable
to our business and requires continuous monitoring to protect. We regularly and systemically search for misappropriations
of our Intellectual Property and seek to enforce our rights whenever appropriate to do so; however, we cannot ensure
success in every case and cannot possibly find all infringing uses of our Intellectual Property. Furthermore, we have not
registered all our Intellectual Property throughout the world, and doing so may not be feasible because of associated costs,
various foreign trademark law prohibitions or registrations by others.
Our inability to effectively protect our Intellectual Property domestically or internationally could cause our
customers to believe lesser quality products or services are ours, may reduce the capacity of our Intellectual Property to
uniquely identify our products and services and/or may limit our ability to globally expand our brand, any of which could
materially adversely affect our financial performance.
We face a variety of risks and challenges related to our international operations and global brand development
efforts, any of which could materially adversely affect our financial performance.
International operations have a unique set of risks and challenges that differ from country to country, and
include, among other risks, political instability, governmental corruption, war and threats of war, social, religious and
ethnic unrest, anti-American sentiment, delayed and potentially less effective ability to respond to a crisis occurring
internationally, changes in global economic conditions (such as currency valuation, disposable income, unemployment
levels and increases in the prices of products and services and labor), the regulatory environment, immigration, labor and
pension laws, income and other taxes, consumer preferences and practices, as well as changes in the laws and regulations
governing foreign investment, joint ventures or licensing arrangements in countries where our restaurants or licensees are
located and local import controls.
Operations at our international Company-owned and licensed restaurants may be negatively affected by factors
outside of our control, including, but not limited to:
difficulties in achieving the consistency of product quality and service as compared to restaurants we operate in
the United States;
changes to our recipes required by cultural norms;
inability to obtain, at a reasonable cost, adequate and reliable supplies of ingredients and products necessary to
execute our diverse menu;
availability of experienced management to operate international restaurants according to our domestic standards;
changes in economic conditions of our licensees, whether or not related to the operation of our restaurants;
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differences, changes or uncertainties in economic, regulatory, legal, immigration, social, climatic and political
conditions, including the possibility of terrorism, social unrest, trade embargos and/or trade restrictions, which
may result in periodic or permanent closure of foreign restaurants, affect our ability to supply our international
restaurants with necessary supplies and ingredients and affect international perception of our brand;
inability of our licensees to locate profitable or suitable sites for development;
rising cost and scarcity of labor world-wide;
exchange rate fluctuations; and
trade restrictions, taxes or tariffs adversely affecting our or our licensees’ ability to import goods from the United
States and other parts of the world that are required for operating our branded restaurants, including our cakes
which are wholly manufactured in the United States.
Our international licensees are authorized to operate The Cheesecake Factory restaurant concept in licensed trade
areas using certain of our Intellectual Property, including our proprietary systems. Because we do not operate these
restaurants directly, we can provide no assurance that our licensees will adhere to our operating standards to the same
extent as we would.
If we or our licensees fail to effectively operate our international restaurants, or if we or they fail to receive an
adequate return on investment, and these difficulties are attributed to us or our brand, our reputation and brand value
could be harmed, our revenues from these restaurants could be diminished and our international growth may be slowed,
any of which could materially adversely affect our financial performance.
In order to support our international expansion, our bakeries supply certain of our bakery products to our branded
international restaurants. In order to supply bakery products to restaurants in other countries, we are and in the future may
be further required to adapt certain recipes to eliminate locally prohibited ingredients, comply with labeling requirements
that differ from those in the United States and maintain certifications required to export to such countries. In addition,
unexpected events outside of our control, such as, without limitation, trade restrictions, import and export embargos,
governmental shutdowns and disruptions in shipping, may affect our ability to transport adequate levels of our bakery
products to our or our licensees’ international restaurants, for which we are the sole source of supply. A failure to
adequately supply bakery products to our or our licensees’ international restaurants could affect the customer experience
at those restaurants, resulting in decreased sales, and could, depending upon the reason for the failure, trigger contractual
defaults on our part, any of which could materially adversely affect our financial performance.
As we continue to expand our brand internationally, we must comply with regulations and legal requirements,
including those related to immigration and the protection of our Intellectual Property. Additionally, we must comply with
domestic laws affecting U.S. businesses that operate internationally, including the Foreign Corrupt Practices Act and anti-
boycott laws, and with foreign laws in the countries in which we expand our restaurants. (See the risk factor titled
“Changes in, or any failure to comply with, applicable laws or regulations could materially adversely affect our ability to
operate our restaurants and/or increase our cost to do so, which could materially adversely affect our financial
performance.”) We may incur considerable liability in the event we or our licensees fail to comply with foreign or
domestic laws relating to our or their operation of any international restaurant and can provide no assurance that our
insurance programs or contractual indemnification rights would be effective to protect against such liabilities.
Our inability to secure an adequate number of high-quality sites for future restaurant openings could adversely
affect our ability to grow our business.
Our ability to grow our business depends on the availability and selection of high-quality sites that meet our
criteria. The number and timing of new restaurants opened during any given period, and their associated contribution to
the growth of our business, depend on a number of factors including, but not limited to:
unforeseen delays due to market conditions;
the identification and availability of high-quality locations;
an increase in competition for available premier locations;
the influence of consumer shopping trends on the availability of sites in traditional locations, such as premier
shopping centers;
acceptable lease terms and the lease negotiation process;
the availability of suitable financing for our landlords;
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the financial viability of our landlords;
timing of the delivery of the leased premises to us from our landlords in order to perform build-out construction
activities;
obtaining, on a timely basis, governmental licenses and permits necessary to construct and operate our
restaurants;
obtaining, on a timely basis, utility connections;
obtaining, on a timely basis, third-party consents necessary to construct and operate our restaurants;
successfully managing the complex design, construction and preopening processes for our highly customized
restaurants;
the availability and/or cost of raw materials and labor used in construction;
the availability of qualified tradespeople in the local market;
any unforeseen engineering or environmental problems with the leased premises; and
adverse weather or other delays during the construction period.
We may engage in expansion opportunities or other initiatives which may create risks to our business that could
materially adversely affect our financial performance.
We may engage in other means to leverage our competitive strengths, including acquisitions of other companies,
expansion of our brand to other retail opportunities and/or other initiatives. Many risks are inherent in any such merger
and acquisition activity, development, investment arrangement, expansion of our brand or other initiative, including,
without limitation:
complexities associated with combining independent companies with separate businesses, customers, employees,
cultures and systems;
damaging our reputation if retail products bearing our brand are not of the same value and quality that our
customers associate with our brand;
dilution of the goodwill associated with our brand as it become more common and increasingly accessible;
inaccurate assessment of value, growth potential, weaknesses, liabilities, contingent or otherwise, and expected
profitability of such initiatives; and
diversion of management’s attention and focus from existing operations to the expansion of our brand to non-
restaurant items.
In addition to these risks, we may not achieve the intended results of any such expansion opportunities or other
initiatives, which could materially adversely affect our financial performance.
If we do not appropriately scale our infrastructure in a timely manner, we may be unable to respond to and
support our domestic or international opportunities for growth, which could materially adversely affect our
financial performance.
We continually evaluate the appropriate level of infrastructure necessary to support our operational and
development plans, including our domestic and international expansion. Likewise, if sales decline, we may be unable to
reduce our infrastructure quickly enough to prevent sales deleveraging. Either circumstance could materially adversely
affect our financial performance.
Our international license agreements require us to provide training and support to our licensees for their
development and operation of The Cheesecake Factory restaurants. This may require training our licensees’ management
personnel in the United States and our licensees’ staff members in the licensed territories, as well as providing support in
the selection and development of restaurant sites, product sourcing logistics, technological systems, menu modification
and other areas. If, for any reason, we are unable to provide the appropriate level of infrastructure support to our
international licensees, our licensees’ operations could suffer, which could make it more difficult for us to grow our brand
internationally and materially adversely affect our financial performance.
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We have and may again be required to record impairment charges, be unable to fully recoup landlord
improvement allowances and/or decide to discontinue operations at certain restaurants, any of which could
materially adversely affect our financial performance.
We assess the potential impairment of our long-lived assets on an annual basis or whenever events or changes in
circumstances indicate the carrying value of the assets or asset group may not be recoverable. Factors considered include,
but are not limited to, negative cash flow, significant underperformance relative to historical or projected future operating
results, significant changes in the manner in which an asset is being used, an expectation that an asset will be disposed of
significantly before the end of its previously estimated useful life and significant negative industry or economic trends. At
any given time, we may be monitoring a number of locations, and future impairment charges and/or closures may occur if
individual restaurant performance does not improve, which could materially adversely affect our financial performance.
During fiscal 2024, we recorded impairment of assets and lease terminations expense of $13.6 million primarily related to
the impairment of long-lived assets. (See Note 1 of Notes to Consolidated Financial Statements in Part IV, Item 15 for
further discussion of impairment of long-lived assets.)
We test our goodwill and other indefinite-lived intangible assets for impairment annually or on an interim basis if
events or changes in circumstances between annual tests indicate a potential impairment. Factors considered include, but
are not limited to, historical financial performance, a significant decline in expected future cash flows, unanticipated
competition, changes in management or key personnel, macroeconomic and industry conditions and the legal and
regulatory environment. We cannot accurately predict the amount and timing of any impairment of these assets. Should
the value of goodwill or other intangible assets become impaired, there could be a material adverse effect on our financial
performance. (See Note 1 of Notes to Consolidated Financial Statements in Part IV, Item 15 for further discussion of
impairment of intangible assets.)
A portion of our tenant allowances at certain premises may be subject to recoupment against percentage rent
otherwise payable for such sites. When we are unable to achieve sales in a sufficient amount to generate percentage rent
obligations, we are not able to fully recoup available allowances at affected sites, which also could materially adversely
affect our financial performance.
If we are unable to manage risks related to our business, costs associated with litigation and insurance could
increase, which could materially adversely affect our financial performance.
We are subject to lawsuits, administrative proceedings and claims that arise in the ordinary course of business.
These matters typically involve claims by customers, staff members and others regarding issues such as food-borne
illness, food safety, premises liability, dram shop liability, compliance with wage and hour requirements, compliance with
pay transparency and secure scheduling requirements, work-related injuries, discrimination, harassment, disability and
other operational issues common to the foodservice industry. We could be materially adversely affected by negative
publicity and litigation costs resulting from these claims, regardless of their validity. Employment-related litigation,
particularly with respect to claims styled as class action lawsuits, are especially costly to defend. Also, some employment-
related claims in the area of wage and hour disputes are not insurable risks and many employment-related disputes
involve uncertainty in judicial interpretation from state to state and from federal to state court with respect to the
effectiveness of arbitration agreements with our staff members, particularly those which provide for class waivers.
We are involved in legal proceedings, including litigation, arbitration and other claims, investigations,
inspections, audits, inquiries and similar actions with litigants and other government governmental authorities. Legal
proceedings, including class or collective actions can be expensive and disruptive. Some of these suits may purport or
may be determined to be class or collective actions and/or involve parties seeking large and/or indeterminate amounts and
may remain unresolved for several years. For example, we are currently a defendant in a number of cases containing class
or collective-action allegations, or both, in which the plaintiffs have brought claims under federal and state wage and hour
laws. Significant legal fees and costs in complex class action litigation or an adverse judgment or settlement that are not
insured or are in excess of insurance coverage can materially and adversely affect our financial performance.
We retain financial responsibility for a significant portion of our risks and associated liabilities with respect to
workers’ compensation, general liability, staff member health benefits, employment practices and certain other insurable
risks. Several factors may significantly increase our self-insurance costs, such as conditions of the insurance market, the
availability of insurance, or changes in applicable regulations. The accrued liabilities associated with these programs are
based on our annual estimate of the ultimate costs to settle known claims, as well as claims incurred but not yet reported
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to us (“IBNR”). Significant judgment is required to estimate IBNR amounts, as parties have yet to assert such claims. Our
financial performance may be materially adversely affected if our actual claims costs significantly exceed our estimates.
Our inability or failure to execute on comprehensive business continuity and disaster recovery plans following a
major disaster or disruption could interfere with our business operations, which could materially adversely affect
our financial performance.
All our core and critical applications are housed in an external tier 3 data center, which is a location with
redundant and dual-powered servers, storage, network links and other information technology components. To mitigate
business interruptions, we employ a disk-based data backup and replication infrastructure between our onsite and external
data centers. We provide support for our restaurant operations, with the exception of design and construction, from our
corporate headquarters in Calabasas, California, an area that is prone to and has been impacted by natural disasters such as
earthquakes and wildfires. Corporate support for our bakery operations is also performed from this centralized location. If
we are unable to execute our disaster recovery procedures in whole or in part, we may experience delays in recovery and
losses of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to
adequately support field operations and other breakdowns in normal operating procedures that could expose us to
administrative and other legal claims, any of which could materially adversely affect our financial performance.
A closure of or material damage to one or both of our bakery facilities could impede our ability to supply bakery
products to our own and our international licensees’ restaurants as well as to other bakery customers. Such an incident
could also result in the loss of critical data regarding our bakery operations. Any of these events could materially
adversely affect our financial performance.
Failure to appropriately address environmental and social matters could adversely affect our brand, business,
results of operations and financial condition.
There has been an increasing focus from certain governmental and nongovernmental organizations, investors,
customers, consumers, employees and others concerning environmental and social matters. Various regulatory authorities
have imposed, and may continue to impose, mandatory substantive and/or disclosure requirements with respect to
environmental and social matters. For example, we may be subject to various disclosure requirements (such as
information on greenhouse gas emissions, climate risks, use of offsets, and emissions reduction claims) from the State of
California, the International Sustainability Standards Board (ISSB) global sustainability standards, to the extent adopted
by jurisdictions in which we operate, as well as the SEC’s climate disclosure rules, if they take effect, among other
regulations or requirements. These requirements may not always be uniform across jurisdictions and may have uncertain
interpretation, which may result in increased complexity, and cost, for compliance. Any of the foregoing may require us
to make additional investments in facilities and equipment, require us to incur additional costs for the collection of data
and/or preparation of disclosures and associated internal controls, may impact the availability and cost of key products
ingredients, and, in turn, may adversely impact our business, operating results, and financial condition. Environmental
and social matters have also been the subject of increased scrutiny by regulators in different jurisdictions which may
expose us to potential regulatory scrutiny or enforcement actions related to these activities.
Further, a variety of organizations measure the performance of companies on environmental and social topics,
and the results of these assessments are widely publicized. In addition, many institutional investors have publicly
emphasized the importance of environmental and social measures to their investment decisions. Unfavorable ratings could
lead to negative investor sentiment towards us or our industry, which could negatively impact our share price as well as
our access to and cost of capital. Simultaneously, public and investor sentiments as to the scale to which publicly traded
companies should prioritize and focus attention and resources towards environmental and social matters vary widely, with
a growing trend opposing such matters. Recently, companies have been publicly criticized and, in extreme circumstances,
have been boycotted for their environmental and social policies. Further, there is growing regulatory risk from recent
legislation and executive actions prohibiting certain initiatives in this space.
Our actions and/or inactions with respect to environmental and social matters could negatively impact our
reputation, which could adversely impact our ability to attract and retain customers, employees or business partners. Both
advocates and opponents to certain environmental and social matters are increasingly resorting to a range of activism
forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such
activism, it may require us to incur costs or otherwise adversely impact our business.
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We have engaged, and expect to continue to engage, in certain voluntary corporate social responsibility
initiatives and related reporting. However, such initiatives may be costly and may not have the desired effect. For
example, execution of these strategies and achievement of our sustainability goals is subject to risks and uncertainties,
many of which are outside of our control. As a result, there is no assurance that we will be able to successfully execute
our strategies and achieve our sustainability-related goals, which could damage our reputation and consumer and other
stakeholder relationships. Additionally, any perception, whether or not valid, that we have failed to achieve, or to act
responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory requirements
regarding greenhouse gas emissions, sustainability or social matters could result in adverse publicity or potential
regulatory or investor engagement or litigation and adversely affect our business and reputation. Additionally, many of
our business partners and suppliers may be subject to similar expectations, which may augment or create additional risks,
including risks that may not be known to us.
Risks Related to Information Technology and Cybersecurity
Information technology system failures or breaches of our network security could interrupt our operations and
subject us to increased operating costs, as well as to litigation and other liabilities, any of which could materially
adversely affect our financial performance.
We rely heavily on our in-restaurant and enterprise-wide computer systems and network infrastructure across our
operations (“Cyber Environment”), which are vulnerable to various risks. This reliance has grown recently as we have had
to rely to a greater extent on systems such as online ordering, contactless payments, our Cheesecake Rewards® program,
systems supporting a remote and hybrid workforce and the like. Remote and hybrid working arrangements at our
company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with
managing remote computing assets and security vulnerabilities that are present in many non-corporate and home
networks. (See the risk factor titled “If any of our third-party vendors experiences a failure that affects a significant aspect
of our business, we may experience data loss, increased costs, operational disruption or other harm, any of which could
materially adversely affect our financial performance.”) Additionally, we may incorporate traditional and generative
artificial intelligence solutions into our business, which may increase our cybersecurity and privacy risk and increase
expenses. Our Cyber Environment, and the information processed therein, including confidential information and
personal information, face numerous and evolving cybersecurity risks that threaten their confidentiality, integrity and
availability, including from Cybersecurity Incidents. The efficient management of our operations depends upon our ability
to protect our Cyber Environment against damage from theft, casualties such as fire, power loss, telecommunications
failure or other catastrophic events, as well as from Cybersecurity Incidents. We employ both internal resources and
external consultants to conduct auditing and testing for weaknesses in our Cyber Environment, intended to help us reduce
the likelihood of any Cybersecurity Incident, and have developed a multi-discipline Cybersecurity Incident response plan
designed to help ensure that our executives are accurately informed and manage, with the help of content experts, the
discovery, investigation and auditing of, and recovery from any Cybersecurity Incidents that we become aware of. Despite
these efforts, we can provide no assurance that these measures will successfully prevent all Cybersecurity Incidents or
mitigate losses resulting from a Cybersecurity Incident. Cyberattacks are accelerating on a global basis in frequency and
magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial
intelligence—that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be
unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact
to our Cyber Environment, confidential information or business.
We and our third-party vendors have experienced Cybersecurity Incidents and we expect such attacks and
incidents to continue in varying degrees. We cannot provide assurances that future cyber incidents will not occur or that
they will not materially adversely affect our business and financial performance.
Our international licensees have access to certain elements of our intellectual property within their Cyber
Environment and may not have developed adequate processes to secure their Cyber Environments against a Cybersecurity
Incident and may not maintain robust discovery, investigation, auditing or recovery protocols, or have the ability to
promptly and effectively respond to a Cybersecurity Incident.
Any Cybersecurity Incident or adverse impact to the availability, integrity or confidentiality of our Cyber
Environment (or information residing therein, including confidential information and personal information) could result in
legal claims or proceedings (such as class actions and securities litigation), regulatory investigations and enforcement
actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers (which may
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become more likely due to new data breach notification laws including the new cybersecurity incident disclosure rules
promulgated by the SEC), and/or significant incident response, system restoration or remediation and future compliance
costs. Any or all of the foregoing could materially adversely affect our business, operating results, and financial condition.
Finally, we cannot guarantee that any costs and liabilities incurred in relation to a Cybersecurity Incident will be covered
by our existing insurance policies or that applicable insurance will be available to us in the future on economically
reasonable terms or at all.
Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations,
standards and other requirements or our inability to maintain a secure environment for customers’ and staff
members’ personal data could result in legal liability, financial penalties, reputational harm and loss of customers,
which could materially adversely affect our financial performance.
We and certain of our third-party vendors receive and maintain certain personal information about our
customers, staff members, business partners and others. For example, we transmit confidential credit card information in
connection with credit card transactions, we are required to collect and maintain certain personal information in
connection with our employment practices, including the administration of our benefit plans, and we collect information
in relation to our Cheesecake Rewards® program. Our collection, storage, handling, use, disclosure, processing and
security of personal information is regulated by complex and continually evolving (and at times conflicting) U.S. (federal,
state and local) and foreign laws, regulations, and industry standards. Many of these laws, regulations and standards are
subject to change and uncertain interpretation and could result in claims, investigations or enforcement actions, changes to
our business practices, penalties, increased cost of operations, or otherwise harm our business.
For instance, the California Consumer Privacy Act (“CCPA”) created individual privacy rights for California
residents and increased the privacy related obligations of covered businesses handling personal information about
California residents. Similar laws have been passed and taken effect in other states, and are continuing to be proposed at
the state and federal level, reflecting a trend toward more stringent privacy legislation in the United States and creating a
patchwork of overlapping but different state laws. Compliance with laws relating to privacy, security or the processing of
personal information involve significant costs, increase our potential liability (including in the event we experience an
unauthorized disclosure of or access to personal information), subject us to increased regulatory scrutiny and could result
in us making changes to our data processing practices. Furthermore, the Federal Trade Commission (“FTC”) and many
state Attorneys General continue to enforce federal and state consumer protection and privacy laws against companies for
online collection, use, dissemination and security practices that appear to be unfair or deceptive. If we are found to have
breached privacy, security or consumer protection laws, regulations or standards, we may be subject to enforcement
actions that require us to change our business practices in a manner which could negatively impact our revenue, as well as
expose ourselves to litigation (including class action litigation), fines, civil and/or criminal penalties and adverse publicity
that could cause our customers to lose trust in us, negatively impacting our reputation, brand and business in a manner
that harms our financial position.
Further, we are subject to laws, regulations and standards covering marketing, advertising and other activities
conducted by telephone, email, mobile devices and the Internet, such as the Controlling the Assault of Non-Solicited
Pornography and Marketing Act (“the CAN-SPAM Act”), the Telephone Consumer Protection Act (the “TCPA”) and
similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act
(“CIPA”). Numerous class-action suits under federal and state laws have been filed in recent years against companies who
conduct telemarketing and/or SMS texting programs, with many resulting in multi-million-dollar settlements to the
plaintiffs. There has also been a noticeable uptick in class actions wherein plaintiffs have utilized a variety of laws,
including state wiretapping laws such as CIPA, in relation to companies’ use of tracking technologies, such as cookies
and pixels. Actual or perceived failures to comply with requirements relating to marketing, advertising, electronic
communications and the Internet, could subject us to legal proceedings, which could expose us to adverse publicity,
substantial monetary damages and legal defense costs, injunctive relief and fines or penalties.
If a Cybersecurity Incident were to occur involving loss of or unauthorized access to or dissemination of personal
information, we may become liable under applicable law for damages (including statutory damages) and incur penalties
and other costs to remedy such an incident. Depending on the facts and circumstances of such an incident, these damages,
penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance
coverage limits. Such an event also could harm our reputation and result in litigation against us. Any of these results could
materially adversely affect our financial performance. (See the risk factor titled “Information technology system failures
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or breaches of our network security could interrupt our operations and subject us to increased operating costs, as well as to
litigation and other liabilities, any of which could materially adversely affect our financial performance”).
We are subject to the Payment Card Industry Data Security Standard (“PCI DSS”), a security standard applicable
to companies that collect, store or transmit certain data regarding credit and debit cards, holders and transactions. These
standards require certain levels of IT systems security and procedures to protect our customers’ credit/debit card and other
personal information. We also rely on vendors to handle PCI DSS matters and to help with PCI DSS compliance.
Compliance with PCI-DSS and implementing related procedures, technology and information security measures requires
significant resources and ongoing attention. Despite our compliance efforts, we may become subject to claims that we
have violated the PCI DSS based on past, present, and future business practices. Our actual or perceived failure to comply
with the PCI DSS can subject us to fines, termination of banking relationships, and increased transaction fees. In addition,
there is no guarantee that PCI DSS compliance will prevent illegal or improper use of our payment systems or the theft,
loss or misuse of payment card data or transaction information.
In addition, we utilize a third-party security operations center (“SOC”) provider to monitor and analyze internal
network traffic for potential malicious content. However, we can provide no assurance that our security measures will be
successful in the event of an attempted or actual Cybersecurity Incident. Any material interruptions or failures in our
payment related systems could have a material adverse effect on our business, results of operations and financial
condition. If there are amendments to PCI DSS, the cost of compliance could increase and we may suffer loss of critical
data and interruptions or delays in our operations as a result. Further, we may become subject to litigation or the
imposition of regulatory penalties, which could result in negative publicity and significantly harm our reputation, either of
which could materially adversely affect our financial performance.
Risks Related to Our Indebtedness
Any failure to satisfy financial covenants and/or repayment requirements under our credit facility could harm our
financial condition.
On October 6, 2022, we entered into a Fourth Amended and Restated Loan Agreement (the “Loan Agreement”
and the credit facility provided thereunder, 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 of 1.90. The Loan Agreement also contains customary
events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy
of representations and warranties, bankruptcy and insolvency events, material judgements, cross defaults to material
indebtedness and events constituting a change of control. The occurrence of an event of default could result in the
termination of commitments under the Loan Agreement, the declaration that all outstanding loans are immediately due
and payable in whole or in part and the requirement of cash collateral deposits in respect of outstanding letters of credit.
Any failure to maintain financial covenants under the Loan Agreement or to have sufficient liquidity to either
repay or refinance the then outstanding balance at expiration of the Loan Agreement, or upon any violation of the
covenants, could materially adversely affect our financial performance. In addition, the Loan Agreement contains, and
any future indebtedness that we may incur may contain, financial and other restrictive covenants that limit our ability to
operate our business, raise capital or make payments under our other indebtedness. (See Note 10 of Notes to Consolidated
Financial Statements in Part IV, Item 15 for further discussion of our long-term debt.)
In addition, our increased indebtedness and our resulting higher debt-to-equity ratio, as compared to that which
has existed on a historical basis, could limit our ability to obtain additional financing in the future and have other material
consequences, including: increasing our vulnerability to, and limiting our flexibility in planning for, changing business
and market conditions, making us more vulnerable to adverse economic and industry conditions; limiting our ability to
use proceeds from any offering or divestiture transaction for purposes other than the repayment of debt; and creating
competitive disadvantages compared to other companies with less indebtedness.
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The indenture governing our outstanding Notes will not restrict us from incurring additional indebtedness, and the
Notes and the incurrence of any additional indebtedness could limit the cash flow available for our operations,
expose us to risks that could adversely affect our business, financial condition and results of operations and impair
our ability to satisfy our obligations under the Notes.
As of December 31, 2024, we had approximately $455.0 million in principal amount of consolidated
indebtedness, including $345.0 million aggregate principal amount of convertible senior notes due 2026 (“Notes”). The
indenture governing the Notes does not contain any meaningful restrictive covenants and does not prohibit us or our
subsidiaries from incurring additional indebtedness in the future. Accordingly, we may incur a significant amount of
additional indebtedness to meet future financing needs. The incurrence of indebtedness could have significant negative
consequences for our security holders and our business, results of operations and financial condition by, among other
things:
increasing our vulnerability to adverse economic and industry conditions;
limiting our ability to obtain additional financing;
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness,
which will reduce the amount of cash available for other purposes;
limiting our flexibility to plan for, or react to, changes in our business;
diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon
conversion of the Notes; and
placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better
access to capital.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash
reserves, to pay amounts due under our indebtedness, including the Notes, and our cash needs may increase in the future.
If we fail to comply with covenants or to make payments under our indebtedness when due, then we would be in default
under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in
full.
The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, could
depress the trading price of our common stock and the Notes.
We have the right to elect to settle conversion of the Notes either entirely in cash or in combination of cash and
shares of common stock. Our election to convert Notes into common stock may further dilute the economic and voting
rights of our existing stockholders and/or reduce the market price of our common stock. In addition, the market’s
expectation that conversions may occur could depress the trading price of our common stock even in the absence of actual
conversions. Moreover, the expectation of conversions could encourage the short selling of our common stock, which
could place further downward pressure on the trading price of our common stock.
We may also conduct future offerings of our common stock, preferred stock or other securities that are
convertible into or exercisable for our common stock to finance our operations or fund acquisitions, or for other purposes.
In addition, we have reserved approximately 1.4 million shares of common stock for grant under our The Cheesecake
Factory Incorporated Stock Incentive Plan as of December 31, 2024. If we issue additional shares of our common stock or
rights to acquire shares of our common stock, if any of our existing stockholders sells a substantial amount of our
common stock, or if the market perceives that such issuances or sales may occur, then the trading price of our common
stock may significantly decline. In addition, our issuance of additional shares of common stock will dilute the ownership
interests of our existing common stockholders.
Hedging activity by investors in the Notes could depress the trading price of our common stock.
We expect that many investors in the Notes, including potential purchasers of the Notes, will seek to employ a
convertible note arbitrage strategy. Under this strategy, investors typically short sell a certain number of shares of our
common stock and adjust their short position over time while they continue to hold the Notes. Investors may also
implement this type of strategy by entering into swaps on our common stock in lieu of, or in addition to, short selling
shares of our common stock. This market activity, or the market’s perception that it will occur, could depress the trading
price of our common stock.
33
Provisions in the indenture governing the Notes could delay or prevent an otherwise beneficial takeover of us.
Certain provisions in the Notes and the indenture governing the Notes could make a third-party attempt to
acquire us more difficult or expensive. For example, if a takeover constitutes a “fundamental change” (which is defined in
the indenture governing the Notes to include certain change-of-control events and the delisting of our common stock),
then noteholders will have the right to require us to repurchase their Notes for cash. In addition, if a takeover constitutes a
“make-whole fundamental change” (which is defined in the indenture governing the Notes to include, among other
events, fundamental changes and certain additional business combination transactions), then we may be required to
temporarily increase the conversion rate for the Notes. In either case, and in other cases, our obligations under the Notes
and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or
removing incumbent management, including in a transaction that holders of our common stock may view as favorable.
We may be unable to raise the funds necessary to repurchase the Notes for cash following a fundamental change,
or to pay the cash amounts due upon conversion, and our other indebtedness limits our ability to repurchase the
Notes or pay cash upon their conversion.
Noteholders of our outstanding Notes may, subject to limited exceptions, require us to repurchase their Notes
following a “fundamental change” (which is defined in the indenture governing the Notes) at a cash repurchase price
generally equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. In
addition, all conversions of the Notes will be settled partially or entirely in cash. We may not have enough available cash
or be able to obtain financing at the time we are required to repurchase the Notes or pay the cash amounts due upon
conversion. In addition, applicable law, regulatory authorities and the Loan Agreement or any future indebtedness may
restrict our ability to repurchase the Notes or pay the cash amounts due upon conversion. For example, the Loan
Agreement restricts us from paying cash upon conversion of the Notes in an amount that exceeds the sum of (i) the
principal amount being converted and (ii) any payments received by us or any of our subsidiaries pursuant to the exercise,
settlement or termination of any related permitted bond hedge transaction.
Furthermore, the Loan Agreement places several restrictions on our ability to repurchase the Notes upon a
fundamental change. Under the Loan Agreement we are permitted to repurchase Notes upon a fundamental change only if
(i) no default of event of default exists and (ii) our pro forma net adjusted leverage ratio (as measured in accordance with
the Loan Agreement) does not exceed 4.25 to 1.00 and our EBITDAR to interest and rental expense ratio (as measured in
accordance with the Loan Agreement) is at least 1.90 to 1.00.
Our failure to repurchase the Notes or pay the cash amounts due upon conversion when required will constitute a
default under the indenture governing the Notes. A default under the indenture governing the Notes or the fundamental
change itself could also lead to a default under the Loan Agreement and agreements governing our other or future
indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have
sufficient funds to satisfy all amounts due under such indebtedness and the Notes.
Risks Related to Owning Our Stock
The market price of our common stock is subject to volatility.
During fiscal 2024, the price of our common stock fluctuated between $31.24 and $52.10 per share. The market
price of our common stock may be significantly affected by a number of factors, including, but not limited to, actual or
anticipated variations in our operating results or those of our competitors as compared to analyst expectations, changes in
financial estimates by research analysts with respect to us or others in the restaurant industry, and announcements of
significant transactions (including mergers or acquisitions, divestitures, joint ventures or other strategic initiatives) by us
or others in the restaurant industry. In addition, the equity markets have experienced price and volume fluctuations that
affect the stock price of companies in ways that have been unrelated to an individual company’s operating performance.
The price of our common stock may continue to be volatile, based on factors specific to our company and industry, as
well as factors related to the equity markets overall.
34
Our stock price could be adversely affected if our performance falls short of our financial guidance and/or market
expectations.
Our failure to achieve performance consistent with any financial guidance we provide and/or market
expectations could adversely affect the price of our stock. Factors such as comparable restaurant sales that are below our
target, slowing growth of our concepts domestically, failure to execute other growth opportunities, a decline in growth of
our international business, any event that causes our operating costs to substantially increase, including, without
limitation, any of the events described elsewhere in these Risk Factors, our inability to obtain additional capital at market
terms, or our failure to repurchase stock as expected or pay or increase dividends over time, could cause our performance
to fall short of our financial guidance and/or market expectations.
Our stock price could be adversely affected if we are unable to pay or increase dividends.
There are no assurances that our Board will continue to declare quarterly dividends. Our ability to pay or to
increase dividends on our common stock will depend on our ability to do so under the Loan Agreement or any future
credit agreement as well as our ability to generate sufficient cash flows from operations and capacity to borrow funds,
which may be subject to economic, financial, competitive and other factors that are beyond our control. (See Note 10 of
Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of our long-term debt.)
Our failure to pay a dividend or to increase it over time may negatively impact investor confidence in us and may
negatively impact our stock price.
We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will
enhance long-term stockholder value.
Our Board of Directors has authorized a share repurchase program of up to 61.0 million shares, of which
approximately 3.9 million shares remained available for repurchase as of December 31, 2024. The share repurchase
program does not have an expiration date, does not require the Company to purchase a specific number of shares and may
be modified, suspended or terminated at any time, which may result in a decrease in the trading price of our common
stock. The timing and total amount of share repurchases will depend upon market conditions and other factors and 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 of
Directors 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 Concepts LLC acquisition agreement (the “FRC Acquisition”),
our share price and current market conditions. The timing and number of shares repurchased are also subject to legal
constraints and covenants under the Loan Agreement that limit share repurchases based on a defined ratio. (See Note 10
of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of our long-term
debt.) In addition, the Inflation Reduction Act of 2022 introduced a 1% excise tax on share repurchases, which increases
the costs associated with repurchasing shares of our common stock. Even if our share repurchase program is fully
implemented, it may not enhance long-term stockholder value or may not prove to be the best use of our cash. Share
repurchases could have an impact on the trading price of our common stock, increase the volatility of the price of our
common stock or reduce our available cash balance such that we will be required to seek financing to support our
operations.
Our stock price could be adversely affected by future sales or other dilution of our equity.
Subject to Nasdaq Listing Rules and certain restrictions on the issuance of convertible indebtedness under the
Loan Agreement, we are not restricted from issuing additional common stock or preferred stock, including any securities
that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any
substantially similar securities. Our Board of Directors is authorized to issue additional shares of common stock and
additional classes or series of preferred stock without any action on the part of the stockholders. The Board of Directors
also has the discretion, without stockholder approval, to set the terms of any such classes or series of preferred stock that
may be issued, including voting rights, dividend rights and preferences over the common stock with respect to dividends
or upon the liquidation or winding up of our business and other terms. If we issue preferred shares that have a preference
over our common stock with respect to the payment of dividends or upon liquidation, dissolution or winding up, or if we
issue preferred shares with voting rights that dilute the voting power of our common stock, the rights of our common
stockholders or the market price of our common stock could be materially adversely affected.
35
General Risk Factors
Changes in tax laws and resulting regulations could result in changes to our tax provisions and expose us to
additional tax liabilities that could materially adversely affect our financial performance.
We are subject to income and other taxes in the U.S. and foreign jurisdictions. Changes in applicable U.S. or
foreign tax laws and regulations, such as the 2017 enactment of Federal legislation commonly referred to as the Tax Cuts
and Jobs Act, The Coronavirus Aid, Relief, and Economic Security Act of 2020 , and the Inflation Reduction Act of 2022
(collectively, the “Tax Acts”), or their interpretation and application, including the possibility of retroactive effect and
changes to state tax laws that may occur in response to the Tax Acts, could affect our tax expense and profitability. In
addition, we may be subject to tax audit and related litigation and the final determination of any tax audits or related
litigation could be materially different from our historical income tax provisions and accruals. Changes in our tax
provision or an increase in our tax liabilities, whether due to changes in applicable laws and regulations, the interpretation
or application thereof, or a final determination of tax audits or litigation, could materially adversely affect our financial
performance.
The U.S. Treasury Department and Internal Revenue Service have proposed the establishment of the Service
Industry Tip Compliance Agreement (“SITCA”) program, which would replace the Tip Reporting Alternative
Commitment (“TRAC”) that many of our locations currently use. By complying with the educational and other
requirements of the TRAC agreement, we reduce the likelihood of potential employer-only FICA tax assessments for
unreported tips. If we were to not qualify for the SITCA program, as currently proposed, it could cause us to lose tax
credits which could materially adversely affect our financial performance.
Our failure to establish, maintain and apply adequate internal control over our financial reporting and comply
with changes in financial accounting standards or interpretations of existing standards could limit our ability to
report our financial results accurately and timely or to detect and prevent fraud, any of which could materially
adversely affect our financial performance.
We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002.
These provisions provide for the identification of material weaknesses in internal control over financial reporting - a
process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance
with accounting principles generally accepted in the United States. There can be no assurance that we will be able to
timely remediate material weakness in internal controls (if any) or maintain all of the controls necessary to remain in
compliance. Any failure to maintain an effective system of internal control over financial reporting could limit our ability
to report our financial results accurately and timely or to detect and prevent fraud, any of which could materially
adversely affect our financial performance. Additionally, changes in accounting standards or new accounting
pronouncements and interpretations could materially adversely affect our previously reported or future financial results,
which could materially adversely affect our financial performance.
Our business and stock price could be adversely affected by the actions of activist investors.
Publicly-traded companies have increasingly become subject to activist investor campaigns. Responding to
actions of an activist investor may be a significant distraction for our management and staff and could require us to
expend significant time and resources, including legal fees and potential proxy solicitation expenses. Any of these
conditions could materially adversely affect our financial performance.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the
confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management
program includes a cybersecurity incident response plan.
36
We design and assess our program generally based on the National Institute of Standards and Technology
Cybersecurity Framework (“NIST CSF”). Although our program may not meet the technical requirements of the NIST
CSF, we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Additionally, as we accept credit cards as a form of payment, we consider the requirements of the Payment Card Industry
Data Security Standards (“PCI DSS”) in relation to our program.
Our cybersecurity risk management program includes:
risk assessments designed to help identify material cybersecurity risks to our critical systems, information, and
our broader enterprise information technology environment, including, by regularly scanning our environment
for vulnerabilities, performing penetration testing and engaging third parties to assess the effectiveness of our
technical cybersecurity practices;
a multi-disciplinary security team overseen by our Information Security Council, principally responsible for
managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to
cybersecurity incidents;
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our
security controls, including, third-party network security reviews, scans, and audits, on at least an annual basis;
the use of a third-party Managed Security Service Provider (“MSSP”) that includes a 24x7 security operations
center (“SOC”) that is designed to monitor and analyze suspected suspicious activity on our internal network and
remediate or escalate activity as appropriate;
regular cybersecurity awareness training for employees with access to our information systems, incident
response personnel, and senior management;
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents;
a disaster recovery plan and controls designed to protect against business interruption, including by backing up
our critical systems;
use of end-to-end encryption and tokenization technology, a public key infrastructure, designed to ensure that
only trusted devices can access our enterprise information technology network, and Intrusion Detection and
Intrusion Prevention (IDS/IPS) that scans data in transit to help detect and prevent the execution of harmful code;
and
a third-party risk management process for service providers, suppliers, and vendors who have access to our
information systems.
There can be no assurance that our cybersecurity risk management program and processes, including our
policies, controls or procedures, will be fully implemented, complied with or are effective in protecting our systems and
information. We are not currently aware of risks from known cybersecurity threats, including as a result of any prior
cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our
operations, business strategy, results of operations, or financial condition.
Cybersecurity Governance
Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the
Audit Committee (Committee) oversight of steps the Company has taken to monitor or mitigate significant cybersecurity
risks. The Committee receives regular reports from management on our cybersecurity risks. In addition, management
updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser
impact potential.
The Committee reports to the full Board of Directors regarding its activities, including those related to
cybersecurity. The full Board of Directors also receives briefings from management on our cyber risk management
program. Board of Directors members receive presentations on cybersecurity topics from our Chief Information Officer
(“CIO”), internal security staff and/or external experts, as appropriate, as part of the Board of Directors’ continuing
education.
Our management formed an interdepartmental Information Security Council (“ISC”), comprised of senior
executives from multiple disciplines, including our CIO and Vice President of Infrastructure Services, to assess and
manage our material risks from cybersecurity threats. The ISC has primary responsibility for our overall cybersecurity
risk management program. Our CIO, Vice President of Infrastructure Services, and others within our Information
37
Technology department supervise both our internal cybersecurity personnel and our retained external cybersecurity
consultants. Our CIO and Vice President of Infrastructure Services have a combined 50+ years of experience in
information technology, with increasing oversight of cybersecurity responsibilities over the past 20+ years.
Our management teams, including the ISC, our CIO, Vice President of Infrastructure Services, and others within
our Information Technology department, as appropriate, supervise efforts to prevent, detect, mitigate and remediate
cybersecurity risks and incidents through various means, which may include briefings from internal security personnel;
threat intelligence and other information obtained from governmental, public or private sources, including external
consultants engaged by us; and alerts and reports produced by security tools deployed in the information technology
environment.
38
ITEM 2. PROPERTIES
Our corporate support center and one of our bakery production facilities are located in Calabasas Hills,
California. The corporate support center consists of an 88,000 square foot main facility and a 19,000 square foot training
facility on an approximately five-acre parcel of land. The bakery production facility is a 60,000 square foot facility on an
approximately three-acre parcel of land. Our second bakery facility located in Rocky Mount, North Carolina is a 100,000
square foot facility on an approximately 31-acre parcel of land. In October 2023, we announced plans for a third bakery
production facility in Charlestown, Indiana. Our development and design department is in a 29,000 square foot facility on
approximately one acre of land in Irvine, California. All of these properties are owned by the Company. FRC’s
headquarters are located in Phoenix, Arizona in approximately 22,000 square feet of leased office space.
All of our Company-owned restaurants are located on leased properties, and we have no current plans to own the
real estate underlying our restaurants. Below is a table showing the number of Company-owned restaurants by location as
of December 31, 2024.
The Cheesecake
Location
Factory
North Italia Other FRC
Other
Total
Alabama .........................................................................
2
1
1
—
4
Arizona ...........................................................................
6
5
27
8
46
California .......................................................................
38
8
4
2
52
Colorado.........................................................................
3
1
2
2
8
Connecticut ....................................................................
3
—
—
—
3
Delaware ........................................................................
1
—
—
—
1
District of Columbia.......................................................
2
1
—
—
3
Florida............................................................................
23
5
1
1
30
Georgia ...........................................................................
5
2
2
3
12
Hawaii............................................................................
2
—
—
—
2
Idaho ..............................................................................
1
—
—
—
1
Illinois ............................................................................
6
—
1
—
7
Indiana............................................................................
2
—
—
—
2
Iowa ...............................................................................
1
—
—
—
1
Kansas............................................................................
1
1
—
—
2
Kentucky ........................................................................
2
—
—
—
2
Louisiana........................................................................
1
—
—
—
1
Maryland ........................................................................
6
—
—
1
7
Massachusetts.................................................................
7
—
—
—
7
Michigan ........................................................................
2
—
—
—
2
Minnesota.......................................................................
2
—
—
—
2
Missouri .........................................................................
2
—
—
1
3
Nebraska ........................................................................
1
—
—
—
1
Nevada ...........................................................................
5
2
—
4
11
New Jersey.....................................................................
10
—
—
1
11
New Mexico ...................................................................
1
—
—
—
1
New York.......................................................................
12
—
—
1
13
North Carolina................................................................
5
2
1
2
10
Oklahoma .......................................................................
2
—
—
1
3
Ohio ...............................................................................
7
—
—
—
7
Oregon............................................................................
2
—
—
—
2
Pennsylvania ..................................................................
6
1
—
—
7
Puerto Rico.....................................................................
1
—
—
—
1
Rhode Island ..................................................................
1
—
—
—
1
South Carolina................................................................
1
—
—
—
1
Tennessee .......................................................................
5
2
4
—
11
Texas..............................................................................
19
9
5
14
47
Utah ................................................................................
3
—
—
1
4
Virginia ..........................................................................
7
2
—
1
10
Washington ....................................................................
5
—
—
—
5
Wisconsin.......................................................................
3
—
—
—
3
Ontario, Canada..............................................................
1
—
—
—
1
Total ............................................................................
215
42
48
43
348
39
ITEM 3. LEGAL PROCEEDINGS
See Note 13 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for a summary of
legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on The Nasdaq Global Select Market under the symbol CAKE. There were
approximately 1,450 holders of record of our common stock at February 11, 2025, and we estimate there were
approximately 144,700 beneficial stockholders on that date.
On October 26, 2022, our Board increased the authorization to repurchase our common stock by 5.0 million
shares to 61.0 million shares. Under this authorization, we have cumulatively repurchased 57.1 million shares at a total
cost of $1,829.7 million, excluding the excise tax, through December 31, 2024 with 11,838 shares repurchased at a cost of
$0.5 million, excluding the excise tax, during the fourth quarter of fiscal 2024. 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. The timing and number of shares repurchased are subject to legal constraints and financial
covenants under our Loan Agreement that limit share repurchases based on a defined ratio.
The following table presents our purchases of our common stock during the fiscal quarter ended December 31,
2024 (in thousands, except per share data):
Total
Total Number of Shares Maximum Number of
Number
Average
Purchased as Part of
Shares that May Yet
of Shares
Price Paid
Publicly Announced
Be Purchased Under the
Period
Purchased (1) per Share (2)
Plans or Programs
Plans or Programs
October 2 — November 5, 2024...................
11
$
41.46
—
3,941
November 6 — December 3, 2024 ...............
—
—
—
3,941
December 4 — December 31, 2024..............
—
—
—
3,941
Total............................................................
11
—
(1) The total number of shares purchased includes 11,838 shares withheld upon vesting of restricted share awards to
satisfy tax withholding obligations.
(2) The dollar value of shares repurchased excludes excise tax due under the Inflation Reduction Act of 2022.
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 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 Item 1A — Risk Factors — “Our stock price could be adversely affected if
we are unable to pay or increase dividends.”)
During the fiscal quarter ended December 31, 2024, no director or officer of the Company adopted or terminated
a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of
Regulation S-K).
40
Price Performance Graph
The following graph compares the cumulative five-year total return provided to stockholders on the Company’s
common stock relative to the S&P 400 Midcap Index, the NASDAQ US Benchmark TR Index and the S&P 600
Restaurants Index. The graph assumes a $100 initial investment and the reinvestment of dividends in each of the
indices. The measurement points utilized in the graph consist of the last trading day in each calendar year, which closely
approximates the last day of the respective fiscal year of the Company. The historical stock performance presented below
is not intended to and may not be indicative of future stock performance.
12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24
The Cheesecake Factory Incorporated..............................
$
100
$
96
$
102
$
83
$
91
$
123
S&P 400 Midcap Index.....................................................
$
100
$
112
$
138
$
118
$
135
$
151
NASDAQ US Benchmark TR Index (1) ............................
$
100
$
121
$
153
$
123
$
155
$
193
S&P 600 Restaurants Index (2) ..........................................
$
100
$
126
$
121
$
95
$
113
$
131
(1) Underlying data provided by Nasdaq Global Indexes.
(2) The S&P 600 Restaurants Index is a comprehensive restaurant industry index that includes casual dining, fast
casual and quick-service constituents.
This graph shall not be deemed incorporated by reference by any general statement incorporating by reference
this Annual Report on Form 10-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this information by reference and shall not
otherwise be deemed filed under such Acts.
41
Shares Authorized for Issuance under Equity Compensation Plans
The information required by Item 201(d) of Regulation S-K under Item 5 is incorporated by reference to the
section entitled “Equity Compensation Plan Information” in our definitive proxy statement for the annual meeting of
stockholders expected to be held on May 22, 2025 (the “Proxy Statement”).
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”),
which contains forward-looking statements, should be read in conjunction with our audited consolidated financial
statements and related notes in Part IV, Item 15 of this report, the “Risk Factors” included in Part I, Item 1A of this report
and the cautionary statements included throughout this report. The inclusion of supplementary analytical and related
information herein may require us to make estimates and assumptions to enable us to fairly present, in all material
respects, our analysis of trends and expectations with respect to our results of operations and financial position.
We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting
purposes. Fiscal years 2024 and 2023 each consisted of 52 weeks, while fiscal year 2022 consisted of 53 weeks. Fiscal
year 2025 will consist of 52 weeks. The following MD&A includes a discussion comparing our results in fiscal 2024 to
fiscal 2023. For a discussion comparing our results from fiscal 2023 to fiscal 2022, refer to “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for
the fiscal year ended January 2, 2024, filed with the SEC on February 26, 2024.
Geopolitical and Other Macroeconomic Impacts to our Operating Environment
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.
Any of these factors may have an adverse impact on our business and materially adversely affect our financial
performance.
General
The Cheesecake Factory Incorporated is a leader in experiential dining. We are culinary forward and relentlessly
focused on hospitality. We currently own and operate 352 restaurants throughout the United States and Canada under
brands including The Cheesecake Factory® (215 locations), North Italia® (43 locations), Flower Child® (38 locations) and
additional brands within our FRC portfolio (49 locations). Internationally, 34 The Cheesecake Factory® restaurants
operate under licensing agreements. Our bakery division operates two facilities that produce quality cheesecakes and
other baked products for our restaurants, international licensees and third-party bakery customers.
Overview
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
42
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 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 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 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 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 Revolver 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. 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. (See Item 1A
— Risk Factors — “Our stock price could be adversely affected if our performance falls short of our financial guidance
and/or market expectations.”)
43
Results of Operations
The following table presents, for the periods indicated, information from our consolidated statements of income
expressed as percentages of revenues.
2024
2023
Revenues...............................................................................................................................
100.0 %
100.0 %
Costs and expenses: ..............................................................................................................
Food and beverage costs.....................................................................................................
22.5
23.4
Labor expenses ...................................................................................................................
35.3
35.7
Other operating costs and expenses....................................................................................
26.7
26.8
General and administrative expenses..................................................................................
6.4
6.3
Depreciation and amortization expenses ............................................................................
2.8
2.7
Impairment of assets and lease termination expenses.........................................................
0.4
0.9
Acquisition-related contingent consideration, compensation and amortization expenses..
0.1
0.3
Preopening costs.................................................................................................................
0.8
0.7
Total costs and expenses ..................................................................................................
95.0
96.8
Income from operations ........................................................................................................
5.0
3.2
Interest expense, net..............................................................................................................
(0.3)
(0.3)
Other income, net..................................................................................................................
0.1
0.0
Income before income taxes..................................................................................................
4.8
2.9
Income tax provision/(benefit).............................................................................................................
0.4
(0.0)
Net income............................................................................................................................
4.4 %
2.9 %
Fiscal 2024 Compared to Fiscal 2023
Revenues
Revenues increased 4.1% to $3,581.7 million for fiscal 2024 compared to $3,439.5 million for fiscal 2023,
primarily due to additional revenue related to new restaurant openings and an increase in comparable restaurant sales.
The Cheesecake Factory sales increased 2.6% to $2,661.6 million for fiscal 2024 compared to $2,595.1 million
for fiscal 2023. The Cheesecake Factory average sales per restaurant operating week increased 0.7% to $237,349 in fiscal
2024 from $235,701 in fiscal 2023. Total operating weeks at The Cheesecake Factory restaurants increased 1.9% to
11,214 in fiscal 2024 compared to 11,010 in the comparable prior year period. The Cheesecake Factory comparable sales
increased by 1.0%, or $25.9 million, from fiscal 2023. The increase from fiscal 2023 was primarily driven by an increase
in average check of 1.7% (based on an increase of 4.7% in menu pricing, partially offset by a 3.0% negative change from
menu mix), partially offset by decreased customer traffic of 0.7%. We implemented effective menu price increases of
approximately 2.5% and 2.0% in the first and third quarters of fiscal 2024, respectively. We are in the process of
implementing an approximate 2.4% price increase in the first quarter of fiscal 2025. Sales through the off-premise channel
comprised approximately 21% of our restaurant sales during fiscal 2024 as compared to 22% in fiscal 2023. 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 of these orders are for more than one customer.
North Italia sales increased 15.7% to $299.6 million for fiscal 2024 compared to $258.9 million for fiscal 2023.
North Italia average sales per restaurant operating week decreased 1.0% to $148,231 in fiscal 2024 from $149,727 in
fiscal 2023. Average sales per restaurant operating week are impacted by the acceleration of new restaurant openings that
have not matured. Total operating weeks at North Italia increased 16.9% to 2,021 in fiscal 2024 compared to 1,729 in the
prior year. North Italia comparable sales increased approximately 2% from fiscal 2023. The increase from fiscal 2023 was
primarily driven by an increase in average check of approximately 3% (based on an increase of 6% in menu pricing,
partially offset by a 3% negative impact from mix), partially offset by decreased customer traffic of 1%. We implemented
effective menu price increases of approximately 2.2% and 2.3% in the second and fourth quarters of fiscal 2024,
respectively.
44
Flower Child sales increased 13.7% to $145.0 million for fiscal 2024 compared to $127.5 million for fiscal 2023.
Flower Child sales per restaurant operating week increased 5.8% to $84,351 in fiscal 2024 from $79,714 in fiscal 2023.
Total operating weeks at Flower Child increased 7.5% to 1,719 in fiscal 2024 compared to 1,599 in the prior year. Flower
Child comparable sales increased approximately 6% from fiscal 2023. The increase from fiscal 2023 includes an increase
of 2% in menu pricing.
Other FRC sales increased 13.7% to $300.0 million for the fiscal 2024 compared to $263.9 million for fiscal
2023. Other FRC average sales per restaurant operating week decreased 4.3% to $132,495 in fiscal 2024 from $138,469
in fiscal 2023. Average sales per restaurant operating week are impacted by new restaurant openings as well as the
concept mix. Total operating weeks at Other FRC increased 18.8% to 2,264 in fiscal 2024 compared to 1,906 in the prior
year.
Restaurants become eligible to enter the comparable sales base in their 19th month of operation. At December 31,
2024, there were eight The Cheesecake Factory restaurants and nine North Italia restaurants not yet in the 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 22.5%
for fiscal 2024 compared to 23.4% for fiscal 2023, due primarily to menu price increases in excess of inflation across
most categories (0.5%) and a shift in sales mix (0.2%).
The Cheesecake Factory restaurant menus are among the most diversified in the foodservice industry and,
accordingly, are not overly dependent on a few select commodities. Changes in costs for one commodity sometimes can
be offset by cost changes in other commodity categories. The principal commodity categories for our restaurants include
general grocery items, dairy, produce, seafood, poultry, meat and bread. (See the discussion of our contracting activities in
Part II, Item 7A — “Quantitative and Qualitative Disclosures About Market Risk.”)
For new restaurants, food and beverage costs are typically higher for a period of time after opening until our
management team becomes more accustomed to predicting and managing the sales volumes at these restaurants.
Labor Expenses
As a percentage of revenues, labor expenses, which include restaurant-level labor costs and bakery production
labor, including associated fringe benefits, were 35.3% and 35.7% in fiscal 2024 and fiscal 2023, respectively. This
decrease was primarily due to menu price increases in excess of wage rate inflation (0.6%), partially offset by higher
management salaries due to improved staffing levels (0.2%).
For new restaurants, labor expenses are typically higher for a period of time after opening while our management
team becomes more accustomed to predicting and managing the sales volumes at the new restaurants.
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 26.7% and 26.8% in fiscal 2024 and fiscal 2023, respectively.
G&A Expenses
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 6.4% and 6.3% for fiscal 2024 and fiscal 2023,
respectively.
45
Impairment of Assets and Lease Termination Expenses
During fiscal 2024, we recorded impairment of assets and lease terminations expense of $13.6 million primarily
related to impairment of long-lived assets for one The Cheesecake Factory (previously partially impaired) and six Other
FRC locations (one previously partially impaired), partially offset by lease termination income, net for four The
Cheesecake Factory restaurants (including two relocations), one Grand Lux Cafe location, one Flower Child location, one
Social Monk location and one Other FRC location (that closed in early fiscal 2025).
During fiscal 2023, we recorded impairment of assets and lease termination expenses of $29.5 million primarily
related to the impairment of long-lived assets for three The Cheesecake Factory (one previously partially impaired), one
North Italia (previously partially impaired), one Other FRC and two Grand Lux Cafe lease terminations.
See Notes 1 and 6 of Notes to Consolidated Financial Statements in Part 1V, Item 15 of this report for further
discussion of our long-lived and intangible assets.
Acquisition-Related Contingent Consideration, Compensation and Amortization Expense
We recorded $2.4 million and $11.7 million of expense during fiscal 2024 and 2023, respectively, of acquisition-
related contingent consideration, compensation and amortization. In fiscal 2024, we recorded $4.3 million of
amortization, partially offset by a $1.9 million decrease in the fair value of the contingent consideration and compensation
liability primarily stemming from a change in the volatility factors, as well as a decrease in fiscal 2025 revenues and
estimated future revenues utilized in the calculation. In fiscal 2023, there was a $7.3 million increase in the fair value
primarily stemming from a change in the volatility factors, as well as an increase in fiscal 2023 revenues and estimated
future revenues utilized in the calculation and $4.4 million of amortization.
Preopening Costs
Preopening costs were $27.5 million for fiscal 2024 compared to $25.4 million for fiscal 2023. We opened 23
restaurants in fiscal 2024 comprised of three The Cheesecake Factory (including two relocations), six North Italia, eight
Other FRC, and six Flower Child locations compared to 16 restaurants in fiscal 2023 comprised of six The Cheesecake
Factory, three North Italia, six Other FRC, and one Flower Child location. 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. 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)
In fiscal 2024, we had an income tax provision of $14.3 million, an effective tax rate of 8.3%, compared to an
income tax benefit of $1.3 million, an effective tax rate of (1.3%) in fiscal 2023. The increase was primarily due to
leverage on higher income before taxes, predominantly related to employment credits, (11.3%) and a larger amount of
non-deductible executive compensation (0.5%). These factors were offset by a larger reduction to our reserve for
uncertain tax positions (0.7%) and a higher amount of employment tax credits (1.5%). (See Note 17 of Notes to
Consolidated Financial Statement in Part IV, Item 15 of this report for further discussion of income taxes.)
Non-GAAP Measures
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, 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
46
comparisons. Our inclusion of these adjusted measures should not be construed as an indication that our future results will
be unaffected by unusual or infrequent items. In the future, we may incur expenses or generate income similar to the
adjusted items.
Following is a reconciliation from net income and diluted net income per common share to the corresponding
adjusted measures (in thousands, except per share data):
2024
2023
Net income.........................................................................................................................
$
156,783
$
101,351
Impairment of assets and lease termination expenses......................................................
13,647
29,464
Acquisition-related contingent consideration, compensation and amortization expenses
2,429
11,686
Tax effect of adjustments (1).............................................................................................
(4,180)
(10,699)
Adjusted net income...........................................................................................................
$
168,679
$
131,802
Diluted net income per common share...............................................................................
$
3.20
$
2.07
Impairment of assets and lease termination expenses......................................................
0.28
0.61
Acquisition-related contingent consideration, compensation and amortization expenses
0.05
0.24
Tax effect of adjustments (1).............................................................................................
(0.09)
(0.22)
Adjusted diluted net income per common share (2) ............................................................
$
3.44
$
2.69
(1) Based on the federal statutory rate and an estimated blended state tax rate, the tax effect on all adjustments
assumes a 26% tax rate.
(2) Adjusted net income per share may not add due to rounding.
Following is a reconciliation from net income to EBITDA and adjusted EBITDA measures (in thousands):
2024
2023
Net income.........................................................................................................................
$
156,783
$
101,351
Depreciation and amortization expenses .........................................................................
101,450
93,136
Interest expense, net ........................................................................................................
10,107
10,160
Income tax provision/(benefit).........................................................................................
14,264
(1,337)
EBITDA.............................................................................................................................
$
282,604
$
203,310
Impairment of assets and lease termination expenses......................................................
13,647
29,464
Acquisition-related contingent consideration, compensation and amortization expenses
2,429
11,686
Stock-based compensation (1)...........................................................................................
29,962
25,781
Adjusted EBITDA..............................................................................................................
$
328,642
$
270,241
(1) See Note 15 of Notes to Consolidated Financial Statement in Part IV, Item 15 of this report for further discussion
of stock-based compensation.
Liquidity and Capital Resources
Our corporate financial objectives are to maintain a sufficiently strong and conservative balance sheet to support
our operating initiatives and unit growth while maintaining financial flexibility to provide the financial resources
necessary to protect and enhance the competitiveness of our restaurant and bakery brands and to provide a prudent level
of financial capacity to manage the risks and uncertainties of conducting our business operations under various economic
and industry cycles. Typically, cash flows generated from operating activities are our principal source of liquidity, which
we use to finance our restaurant expansion plans, ongoing maintenance of our restaurants and bakery facilities and
investment in our corporate and information technology infrastructures.
Similar to many restaurant and retail chain store operations, we utilize operating lease arrangements for all of our
restaurant locations. Accordingly, our lease arrangements reduce, to some extent, our capacity to utilize funded
indebtedness in our capital structure. We are not limited to the use of lease arrangements as our only method of opening
new restaurants. However, we believe our operating lease arrangements continue to provide appropriate leverage for our
capital structure in a financially efficient manner.
47
During fiscal 2024, our cash and cash equivalents increased by $27.9 million to $84.2 million. The following
table presents, for the periods indicated, a summary of our key cash flows from operating, investing and financing
activities (in millions):
Fiscal Year
2024
2023
Cash provided by operating activities ...................................................................................
$
268.3
$
218.4
Additions to property and equipment....................................................................................
(160.4)
(151.6)
Acquisition-related deferred consideration and compensation .............................................
—
(24.2)
Borrowings on credit facility ................................................................................................
—
15.0
Repayments on credit facility................................................................................................
(20.0)
(15.0)
Proceeds from exercise of stock options...............................................................................
12.5
—
Common stock dividends paid..............................................................................................
(53.0)
(53.2)
Treasury stock purchases, inclusive of excise tax.................................................................
(18.2)
(46.1)
Cash Provided by Operating Activities
Cash flows from operations increased by $49.9 million from fiscal 2023 primarily due to higher net income and a
decrease in prepaid expenses due to a higher balance in fiscal 2023 related to the timing of January rent payments,
partially offset by lower impairment of assets and lease termination expenses, a payment of deferred consideration and
compensation related to the FRC acquisition in excess of acquisition-date fair value and an increase in inventory levels.
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 as of each fiscal year-end, were
$99.0 million and $98.4 million for fiscal 2024 and 2023, respectively. Capital expenditures also included $53.0 million
and $47.8 million for our existing restaurants and $8.4 million and $5.4 million for bakery and corporate capacity and
infrastructure investments in fiscal 2024 and 2023, respectively.
We opened 23 restaurants in fiscal 2024 comprised of three The Cheesecake Factory, six North Italia, eight
Other FRC and six Flower Child locations compared to 16 restaurants in fiscal 2023 comprised of six The Cheesecake
Factory, three North Italia, six Other FRC and one Flower Child location. We expect to open as many as 25 new
restaurants in fiscal 2025 across our portfolio of concepts, with approximately half of the openings occurring in the first
half of fiscal 2025. We anticipate approximately $190 million to $210 million in capital expenditures to support this level
of unit development, as well as required maintenance on our restaurants. 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.
Acquisition-Related Deferred Consideration and Compensation
During fiscal 2023, we made payments of $11.3 million for deferred consideration related to the FRC
acquisition. During fiscal 2023, we also made payments of $13.0 million for deferred consideration and contingent
consideration and compensation related to the FRC acquisition. During fiscal 2024, we made payments of $6.5 million for
contingent 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. At December 31, 2024,
the conversion rate for the Notes was 13.8741 shares of common stock per $1,000 principal amount of the Notes, which
represents a conversion price of approximately $72.08 per share of common stock. In connection with the cash dividend
48
that was declared by our Board on February 13, 2025, on March 5, 2025 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 10 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of the
Notes.)
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. In the fourth quarter of
fiscal 2023, we borrowed and then repaid $15.0 million on the Revolver Facility. In the fourth quarter of fiscal 2024, we
repaid $20.0 million on the Revolver Facility. As of December 31, 2024, we had net availability for borrowings of $256.5
million, based on a $110.0 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 financial covenants, as well as to customary events of default that,
if triggered, could result in acceleration of the maturity of the Revolver Facility. Subject to certain exceptions, the
Revolver Facility also limits distributions with respect to our equity interests, such as cash dividends and share
repurchases, based on a defined ratio, and also sets forth negative covenants that restrict indebtedness, liens, investments,
sales of assets, fundamental changes and other matters. At December 31, 2024, we were in compliance with all covenants
in effect at that date. (See Note 10 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for
further discussion of our long-term debt.)
Common Stock Dividends
Common stock dividends of $53.0 million and $53.2 million were paid in fiscal 2024 and 2023, respectively. As
further discussed in Note 19 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report, in February
2025, our Board declared a quarterly dividend to be paid in March 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
On October 26, 2022, our Board increased the authorization to repurchase our common stock by 5.0 million
shares to 61.0 million shares. Under this authorization, we have cumulatively repurchased 57.1 million shares at a total
cost of $1,829.7 million, excluding excise tax through December 31, 2024. We repurchased 0.5 million shares at a cost of
$18.0 million, excluding excise tax, during fiscal 2024 compared to 1.4 million shares at a cost of $46.1 million,
excluding excise tax, during fiscal 2023.
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. Future decisions to repurchase shares are at the discretion of the Board and are based
on several factors, including current and forecasted operating cash flows, capital needs associated with new restaurant
development and maintenance of existing locations, dividend payments, debt levels and cost of borrowing, obligations
associated with the FRC acquisition, our share price and current market conditions. The timing and number of shares
repurchased are also subject to legal constraints and financial covenants under our credit facility that limit share
repurchases based on a defined ratio. (See Note 14 of Notes to Consolidated Financial Statements in Part IV, Item 15 of
this report for further discussion of our repurchase authorization and methods.)
49
Contractual Obligations and Commercial Commitments
The following table summarizes our undiscounted contractual obligations and commercial commitments as of
December 31, 2024 (amounts in millions):
Payment Due by Period
Less than
More than
Total
1 Year
1‑3 Years 4‑5 Years 5 Years
Contractual obligations
Recorded contractual obligations:
Operating leases liabilities (1)......................................................
$ 2,205.6
$ 161.1
$ 311.8
$ 309.3
$1,423.4
Long-term debt ...........................................................................
455.0
—
455.0
—
—
Uncertain tax positions (2) ...........................................................
3.5
—
3.5
—
—
Unrecorded contractual obligations: .............................................
Purchase obligations (3)...............................................................
147.8
121.1
25.0
1.7
—
Real estate obligations (4)............................................................
315.4
69.6
31.6
18.2
196.0
Total..............................................................................................
$ 3,127.3
$ 351.8
$ 826.9
$ 329.2
$1,619.4
Other commercial commitments
Standby letters of credit ................................................................
$
33.5
$ 33.5
$
—
$
—
$
—
(1) Includes $921.4 million related to options to extend lease terms that are reasonably certain of being exercised.
(See Note 11 in Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for discussion of
leases.)
(2) Represents liability for uncertain tax positions. (See Note 17 of Notes to Consolidated Financial Statements in
Part IV, Item 15 of this report for further discussion of income taxes.)
(3) Includes obligations for inventory purchases, equipment purchases, information technology and other
miscellaneous commitments. Amounts exclude agreements that are cancelable without significant penalty.
(4) Real estate obligations include construction commitments, net of up-front landlord construction contributions,
and legally binding minimum lease payments for leases signed but not yet commenced. Amounts exclude
agreements that are cancelable without significant penalty. Also includes the commitments associated with the
third bakery production facility.
The FRC acquisition agreement also included a contingent consideration provision which is payable annually
from 2022 through 2027 and is based on achievement of revenue and profitability targets for the FRC brands other than
North Italia and Flower Child. The liability for this contingent consideration provision was $20.2 million at December 31,
2024. See Note 2 in Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for discussion of the fair
value measurement for this liability.
Cash Flow Outlook
We believe that our cash and cash equivalents, combined with expected cash flows provided by operations and
available borrowings under the Revolver Facility, will provide us with adequate liquidity for the next 12 months and the
foreseeable future.
As of December 31, 2024, 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.
Critical Accounting Estimates
Critical accounting policies are those we believe are most important to portraying our financial condition and
results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments
and uncertainties regarding the application of these policies may result in materially different amounts being reported
under various conditions or using different assumptions. We consider the following policies to be the most critical in
understanding the judgment that is involved in preparing our consolidated financial statements.
50
Contingent Consideration and Compensation Liability
The FRC acquisition agreement included a contingent consideration provision, a portion of which was
considered part of the acquisition consideration and the remainder of which was considered future compensation expense.
This contingent consideration and compensation is payable annually from 2022 through 2027 and is based on
achievement of revenue and profitability targets for the FRC brands other than North Italia and Flower Child. The fair
value of the contingent consideration and compensation liability is determined utilizing a Monte Carlo model based on
estimated future revenues, margins, volatility factors and discount rates, among other variables and estimates and has no
minimum or maximum payment. The undiscounted range of outcomes per the Monte Carlo model was $0 to $142.4
million at December 31, 2024 and $2.6 million to $235.4 million at January 2, 2024. During fiscal 2024, the fair value of
the contingent consideration and compensation liability decreased by $5.3 million to $20.2 million due to a payment of
$6.5 million per the FRC acquisition agreement and a $1.9 million decrease in the fair value primarily stemming from a
change in the volatility factors, as well as a decrease in fiscal 2025 revenues and estimated future revenues utilized in the
calculation, partially offset by $3.1 million of amortization. The fair value of the contingent consideration and
compensation liability is highly subjective, and results could change materially if different estimates and assumptions
were used.
Indefinite-Lived Intangible Assets
Goodwill and other indefinite-lived intangible assets are not amortized and are tested for impairment annually as
of the first day of our fiscal fourth quarter or on an interim basis if events or changes in circumstances between annual
tests indicate a potential impairment. First, we determine if, based on qualitative factors, it is more likely than not that an
impairment exists. Factors considered include, but are not limited to, historical financial performance, wage, product and
services inflation, competitive environment, macroeconomic and industry conditions, results of prior impairment tests and
share price performance. Any adverse change in these factors could have a significant impact on the recoverability of
these assets and could have a material impact on our consolidated financial statements. If the qualitative assessment
indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed.
The quantitative assessments require the use of estimates and assumptions regarding future cash flows and asset
fair values. For the goodwill impairment test, the estimated fair value of the reporting units is determined using a blend of
the income approach using a discounted cash flow analysis and the market capitalization approach. The fair value of the
trade names and trademarks is estimated using the relief from royalty method. Key assumptions include projected revenue
growth and operating expenses, discount rates, royalty rates and other factors that could affect fair value or otherwise
indicate potential impairment. Estimates of revenue growth and operating expenses are based on internal projections and
consider historical performance and forecasted growth, including assumptions related to the cost environment and
macroeconomic and industry conditions. The discount rate is based on the estimated cost of capital that reflects the risk
profile of the related business. These estimates, as well as the selection of comparable companies and valuation multiples
used in the market approaches, are subjective, and our ability to realize future cash flows and asset fair values is affected
by factors such as changes in economic conditions and operating performance. These fair value assessments could change
materially if different estimates and assumptions were used.
We did not record any impairment charges related to indefinite-lived intangible assets in fiscal 2024, 2023 or
2022. (See Note 1 in Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion
of impairment testing.)
Long-Lived Assets
We assess the potential impairment of our long-lived assets on an annual basis or whenever events or changes in
circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Factors considered
include, but are not limited to, negative cash flow, significant underperformance relative to historical or projected future
operating results, significant changes in the manner in which an asset is being used, an expectation that an asset will be
disposed of significantly before the end of its previously estimated useful life and significant negative industry or
economic trends.
Assessing whether impairment testing is warranted and, if so, determining the amount of expense require the use
of estimates and assumptions regarding future cash flows and asset fair values. Key assumptions include projected
revenue growth and operating expenses, as well as forecasting asset useful lives and selecting an appropriate discount
51
rate. Estimates of revenue growth and operating expenses are based on internal projections and consider the restaurant’s
historical performance, the local market economics and the business environment. The discount rate is based on the yield
curve rate for U.S. Treasury securities with a duration that coincides with the period covered by the cash flows. These
estimates are subjective and our ability to realize future cash flows and asset fair values is affected by factors such as
changes in economic conditions and operating performance.
In fiscal 2024, we recorded impairment of assets and lease termination expenses of $13.6 million primarily
related to impairment of long-lived assets for one The Cheesecake Factory (previously partially impaired) and six Other
FRC locations (one previously partially impaired) and lease termination income, net for four The Cheesecake Factory
restaurants, one Grand Lux Cafe location, one Flower Child location, one Social Monk location and one Other FRC
location (that closed in early fiscal 2025). In fiscal 2023, we recorded $29.5 million of expense primarily related to the
impairment of three The Cheesecake Factory (one previously impaired), one North Italia (previously impaired), one Other
FRC and two Grand Lux Cafe lease terminations. In fiscal 2022, we recorded $31.4 million of expense primarily related
to the impairment of three The Cheesecake Factory, one Other FRC and three Grand Lux Cafe locations. (See Note 1 in
Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion related to long-lived
asset impairment.)
Leases
Lease terms include the build-out period for our leases where no rent payments are typically due under the terms
of the lease, as well as options to renew when we deem we have significant economic incentive to exercise the extension.
When determining if we have a significant economic incentive, we consider relevant factors, such as contractual, asset,
entity and market-based considerations. Option periods are included in the lease term for the majority of our leases.
Termination rights have not been factored into the lease terms since based on our probability assessment we are
reasonably certain we will not terminate our leases.
We cannot determine the interest rate implicit in our leases because we do not have access to the lessor’s
estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, we use our incremental
borrowing rate as the discount rate for our leases. Our incremental borrowing rate for a lease is the rate of interest we
would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because
we do not generally borrow on a collateralized basis, we derive an appropriate incremental borrowing rate using the
interest rate we pay on our non-collateralized borrowings, adjusted for the amount of the lease payments, the lease term
and the effect of designating specific collateral with a value equal to the unpaid lease payments for that lease.
The reasonably certain lease term and the incremental borrowing rate for each restaurant location require
judgment by management and can impact the classification and accounting for a lease as operating or finance, the value of
the operating lease asset and liability and the term over which leasehold improvements for each restaurant are depreciated.
These judgments may produce materially different amounts of operating lease assets and liabilities, rent expense and
interest expense than would be reported if different assumptions were used.
Recent Accounting Pronouncements
See Note 1 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for a summary of
new accounting standards.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion of market risks contains forward-looking statements and should be read in conjunction
with our consolidated financial statements and related notes in Part IV, Item 15 of this report, the “Risk Factors” in Part I,
Item 1A of this report, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
Part II, Item 7 of this report and the cautionary statements included throughout this report. Actual results may differ
materially from the following discussion based on general conditions in the commodity and financial markets.
The cost of products and services used in our operations is subject to volatility due to the relative availability of
labor and distribution, weather, natural disasters, inventory levels and other supply and/or demand impacting events such
as geopolitical events, economic conditions or other unforeseen circumstances. Adverse weather and natural disasters may
further exacerbate a number of these factors. In recent years, our operating results were impacted by geopolitical and
52
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.
We attempt to negotiate short-term and long-term agreements for some of our principal commodity, supply and
equipment requirements, such as certain dairy products and poultry, depending on market conditions and expected
demand. While we are in the process of contracting for certain key food and non-food supplies for fiscal 2025, these
efforts may not be successful or yield our intended benefits. We continue to evaluate the possibility of entering into
similar arrangements for other commodities and periodically evaluate hedging vehicles, such as direct financial
instruments, to assist us in managing risk and variability associated with such commodities. As of the end of fiscal 2024,
we had no hedging contracts in place.
Commodities for which we have not entered into contracts can be subject to unforeseen supply and cost
fluctuations, which at times may be significant. Additionally, the cost of commodities subject to governmental regulation,
such as dairy and corn, can be especially susceptible to price fluctuation. Goods we purchase on the international market
may be subject to even greater fluctuations in cost and availability, which could result from a variety of factors, including
the value of the U.S. dollar relative to other currencies, international trade disputes, tariffs, geopolitical unrest and varying
global demand. We may not have the ability to increase menu prices or vary menu items in response to food commodity
price increases. For fiscal 2024 and 2023, a hypothetical increase of 1% in food costs would have negatively impacted
food and beverage costs by $8.1 million and $8.0 million, respectively. (See Item 1A — Risk Factors — “Our inability to
anticipate and react effectively to changes in the costs of key operating resources may increase our cost of doing business,
which could materially adversely affect our financial performance.”)
We are exposed to market risk from interest rate changes on our funded debt. This exposure relates to the
component of the interest rate on the Loan Agreement that is indexed to market rates. Based on outstanding borrowings at
December 31, 2024 and January 2, 2024, a hypothetical 1% rise in interest rates would have increased interest expense by
$1.1 million and $1.3 million on an annual basis, respectively. (See Note 10 of Notes to Consolidated Financial
Statements in Part IV, Item 15 of this report for further discussion of our long-term debt.)
We are also subject to market risk related to our investments in variable life insurance contracts used to support
our Non-Qualified Plans to the extent these investments are not equivalent to the related liability. In addition, because
changes in these investments are not taxable, gains and losses result in tax benefit and tax expense, respectively, and
directly affect net income through the income tax provision. Based on balances at December 31, 2024 and January 2,
2024, a hypothetical 10% decline in the market value of our deferred compensation asset and related liability would not
have impacted income before income taxes. However, under such scenario, net income would have declined by $2.9
million and $2.4 million at December 31, 2024 and January 2, 2024, respectively.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements required to be filed hereunder are set forth in Part IV, Item 15 of this
report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established and maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and procedures, no matter how well
designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and
53
management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. We carried out an evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the
reasonable assurance level as of December 31, 2024.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by,
or under the supervision of, our principal executive and principal financial officers and effected by our Board of
Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles
generally accepted in the United States (“GAAP”) and includes those policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.
Under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as
of December 31, 2024 based on the criteria in “Internal Control - Integrated Framework (2013)” issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, our management
concluded that our internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by
KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in Part IV, Item 15
of this report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a - 15(f) and
15d - 15(f) under the Securities Exchange Act of 1934) during the three months ended December 31, 2024 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
54
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a code of ethics which applies to our Chief Executive Officer, Chief Financial Officer and
Chief Accounting Officer, who are the Company’s principal executive, financial and accounting officers, respectively,
and the Company’s other executive officers and members of the Board of Directors, entitled “Code of Ethics for
Executive Officers, Senior Financial Officers and Directors.” We have also adopted a code of ethics which applies to
other employees entitled “Code of Ethics and Code of Business Conduct.” The codes of ethics are available on our
corporate website at www.thecheesecakefactory.com in the “Governance” section of our “Investors” page. The contents of
our website are not incorporated by reference into this report. We intend to satisfy disclosure requirements under Item
5.05 of Form 8 - K regarding an amendment to, or waiver from, a provision of the Code of Ethics for Executive Officers,
Senior Financial Officers and Directors by posting such information on our website, at the address and location specified
above, or as otherwise required by the Nasdaq Global Market. We have adopted a special trading policy and procedures
(the “Trading Policy”) governing the purchases, sale and other dispositions of our securities that applies to our directors,
officers and certain other designated persons, with certain provisions generally applicable to all staff members. We also
follow procedures for the repurchase of our securities. We believe that our Trading Policy and repurchase procedures are
reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards
applicable to us. A copy of our Trading Policy is filed as Exhibit 19.1 to this Form 10-K.
Information with respect to our executive officers is included in Part I, Item 1 of this report. Other information
required by this item is hereby incorporated by reference from the sections entitled “Election of Directors,” “The Board
and Corporate Governance,” and “Delinquent Section 16(a) Reports” in our Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference to the sections entitled “Directors
Compensation,” “Executive Compensation,” “Compensation of Named Executive Officers” and “Compensation
Committee Interlocks and Insider Participation” in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is hereby incorporated by reference to the section entitled “Beneficial
Ownership of Principal Stockholders and Management” and “Equity Compensation Plan Information” in the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is hereby incorporated by reference to the sections entitled “Policies
Regarding Review, Approval or Ratification of Transactions with Related Persons” and “The Board and Corporate
Governance” in the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is hereby incorporated by reference to the section entitled “Independent
Registered Public Accounting Firm Fees and Services” (in the proposal entitled “Ratification of Selection of Independent
Registered Public Accounting Firm”) in the Proxy Statement.
55
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this Report:
(a) 1. Financial statements:
The consolidated financial statements required to be filed hereunder are listed in the Index to
Consolidated Financial Statements on page 56 of this report.
2. Financial statement schedules:
All schedules have been omitted because they are not applicable, not required or the information
has been otherwise supplied in the financial statements or notes to the financial statements.
3. Exhibits:
The Exhibits required to be filed hereunder are listed in the exhibit index included herein at page
86.
ITEM 16. FORM 10-K SUMMARY
None.
56
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (KPMG LLP, Los Angeles, CA, Auditor Firm ID: 185)....
57
Consolidated Balance Sheets ...........................................................................................................................................
59
Consolidated Statements of Income .................................................................................................................................
60
Consolidated Statements of Comprehensive Income.......................................................................................................
61
Consolidated Statements of Stockholders’ Equity ...........................................................................................................
62
Consolidated Statements of Cash Flows..........................................................................................................................
63
Notes to Consolidated Financial Statements ....................................................................................................................
64
57
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
The Cheesecake Factory Incorporated:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Cheesecake Factory Incorporated and subsidiaries
(the Company) as of December 31, 2024 and January 2, 2024, the related consolidated statements of income,
comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended
December 31, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the
Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2024 and January 2, 2024, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted
accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is
to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
58
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of long-lived assets for impairment
As discussed in Notes 1, 6, and 11 to the consolidated financial statements, the Company assesses the potential
impairment of long-lived assets on an annual basis or whenever events or changes in circumstances indicate the
carrying value of the asset or asset group may not be recoverable. If the carrying amount of an asset group exceeds its
estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying
amount of the asset group exceeds the fair value of the asset group. The Company’s property and equipment, net, and
operating lease asset balances as of December 31, 2024 were $840.8 million and $1,400.4 million, respectively.
Based upon the analyses performed, the Company recognized pre-tax impairment charges for long-lived assets of
$13.6 million in fiscal year 2024.
We identified the evaluation of long-lived assets for impairment as a critical audit matter. The evaluation of the
assumptions used in the undiscounted cash flow analysis and determination of fair value of certain long-lived assets
resulted in the application of challenging auditor judgment. These assumptions include revenue growth and the
operating margin.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
and tested the operating effectiveness of certain internal controls over the Company’s long-lived asset impairment
assessment process. This included controls related to the determination of the undiscounted cash flow and fair value
of the restaurant asset groups, and the related revenue growth and operating margin assumptions. For certain
restaurant asset groups, we performed sensitivity analyses over the revenue growth and operating margin assumptions
to assess the impact of changes in those assumptions on the Company’s determination of the undiscounted cash flow
and fair value of these restaurant asset groups. We compared the Company’s prior year revenue growth and operating
margin assumptions to current year actual results to assess the Company’s ability to accurately forecast. We
evaluated the Company’s revenue growth and operating margin assumptions for certain restaurant asset groups by
comparing the assumptions to the restaurant asset groups’ historical and peer group performance.
/s/ KPMG LLP
We have served as the Company’s auditor since 2018.
Los Angeles, California
February 24, 2025
59
THE CHEESECAKE FACTORY INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
January 2,
2024
2024
ASSETS
Current assets:
Cash and cash equivalents ..............................................................................................................
$
84,176
$
56,290
Accounts and other receivables ......................................................................................................
112,503
103,094
Income taxes receivable..................................................................................................................
17,417
20,670
Inventories ......................................................................................................................................
64,526
57,654
Prepaid expenses ............................................................................................................................
54,691
63,090
Total current assets ......................................................................................................................
333,313
300,798
Property and equipment, net
840,773
791,093
Other assets:
Intangible assets, net.......................................................................................................................
251,789
251,727
Operating lease assets.....................................................................................................................
1,400,351
1,302,150
Other ...............................................................................................................................................
215,534
194,615
Total other assets.........................................................................................................................
1,867,674
1,748,492
Total assets ...............................................................................................................................
$
3,041,760
$
2,840,383
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable............................................................................................................................
$
62,092
$
63,152
Gift card liabilities..........................................................................................................................
226,810
222,915
Operating lease liabilities ...............................................................................................................
157,138
134,905
Other accrued expenses ..................................................................................................................
265,380
239,699
Total current liabilities.................................................................................................................
711,420
660,671
Long-term debt ..................................................................................................................................
452,062
470,047
Operating lease liabilities ..................................................................................................................
1,299,020
1,254,955
Other noncurrent liabilities ................................................................................................................
135,803
136,648
Total liabilities .............................................................................................................................
2,598,305
2,522,321
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued and outstanding...........
—
—
Common stock, $.01 par value, 250,000,000 shares authorized; 108,387,574 shares issued and
51,332,298 shares outstanding at December 31, 2024 and 107,195,287 shares issued and
50,652,129 shares outstanding at January 2, 2024.......................................................................
1,084
1,072
Additional paid-in capital ...............................................................................................................
956,107
913,442
Retained earnings ...........................................................................................................................
1,317,828
1,216,239
Treasury stock inclusive of excise tax, 57,055,276 and 56,543,158 shares at cost at December 31,
2024 and January 2, 2024, respectively.......................................................................................
(1,829,953)
(1,811,997)
Accumulated other comprehensive loss..........................................................................................
(1,611)
(694)
Total stockholders’ equity ..............................................................................................................
443,455
318,062
Total liabilities and stockholders’ equity ..................................................................................
$
3,041,760
$
2,840,383
See the accompanying notes to the consolidated financial statements.
60
THE CHEESECAKE FACTORY INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Fiscal Year
2024
2023
2022
Revenues............................................................................................
$ 3,581,699
$ 3,439,503
$ 3,303,156
Costs and expenses: ...........................................................................
Food and beverage costs..................................................................
806,021
803,500
810,926
Labor expenses ................................................................................
1,264,382
1,227,895
1,211,951
Other operating costs and expenses.................................................
959,221
922,428
881,627
General and administrative expenses...............................................
228,737
217,449
205,753
Depreciation and amortization expenses .........................................
101,450
93,136
92,380
Impairment of assets and lease termination expenses......................
13,647
29,464
31,387
Acquisition-related contingent consideration, compensation and
amortization expenses...................................................................
2,429
11,686
13,368
Preopening costs..............................................................................
27,495
25,379
16,829
Total costs and expenses ...............................................................
3,403,382
3,330,937
3,264,221
Income from operations .....................................................................
178,317
108,566
38,935
Interest expense, net...........................................................................
(10,107)
(10,160)
(7,488)
Other income, net...............................................................................
2,837
1,608
1,445
Income before income taxes...............................................................
171,047
100,014
32,892
Income tax provision/(benefit)...........................................................
14,264
(1,337)
(10,231)
Net income.........................................................................................
$
156,783
$
101,351
$
43,123
Net income per common share:
Basic ................................................................................................
$
3.28
$
2.10
$
0.87
Diluted (Note 1)...............................................................................
$
3.20
$
2.07
$
0.86
Weighted-average common shares outstanding:
Basic ................................................................................................
47,789
48,324
49,815
Diluted .............................................................................................
48,974
49,050
50,414
See the accompanying notes to the consolidated financial statements.
61
THE CHEESECAKE FACTORY INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Fiscal Year
2024
2023
2022
Net income..................................................................................................
$
156,783
$
101,351
$
43,123
Other comprehensive (loss)/gain:
Foreign currency translation adjustment...................................................
(917)
288
(695)
Other comprehensive (loss)/gain............................................................
(917)
288
(695)
Total comprehensive income ......................................................................
$
155,866
$
101,639
$
42,428
See the accompanying notes to the consolidated financial statements.
62
THE CHEESECAKE FACTORY INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
Accumulated
Additional
Other
Common Stock
Paid-in
Retained
Treasury Comprehensive
Shares Amount Capital Earnings
Stock
Loss
Total
Balance, December 28, 2021.....................................................................
105,366
$ 1,054
$ 862,758
$1,169,150
$(1,702,509)
$
(287)
$ 330,166
Net income................................................................................................
—
—
—
43,123
—
—
43,123
Foreign currency translation adjustment ...................................................
—
—
—
—
—
(695)
(695)
Cash dividends declared common stock, net of forfeitures, $0.81 per share
—
—
—
(42,195)
—
—
(42,195)
Stock-based compensation........................................................................
788
8
24,644
—
—
—
24,652
Common stock issued under stock-based compensation plans ..................
169
1
83
—
—
—
84
Treasury stock purchases ..........................................................................
—
—
—
—
(63,132)
—
(63,132)
Balance, January 3, 2023 ..........................................................................
106,323
1,063
887,485
1,170,078
(1,765,641)
(982)
292,003
Net income................................................................................................
—
—
—
101,351
—
—
101,351
Foreign currency translation adjustment ...................................................
—
—
—
—
—
288
288
Cash dividends declared common stock, net of forfeitures, $1.08 per share
—
—
—
(55,190)
—
—
(55,190)
Stock-based compensation........................................................................
872
9
25,957
—
—
—
25,966
Treasury stock purchases, inclusive of excise tax ......................................
—
—
—
—
(46,356)
—
(46,356)
Balance, January 2, 2024 ..........................................................................
107,195
1,072
913,442
1,216,239
(1,811,997)
(694)
318,062
Net income................................................................................................
—
—
—
156,783
—
—
156,783
Foreign currency translation adjustment ...................................................
—
—
—
—
—
(917)
(917)
Cash dividends declared common stock, net of forfeitures, $1.08 per share
—
—
—
(55,194)
—
—
(55,194)
Stock-based compensation........................................................................
885
9
30,193
—
—
—
30,202
Common stock issued under stock-based compensation plans ..................
308
3
12,472
—
—
—
12,475
Treasury stock purchases, inclusive of excise tax......................................
—
—
—
—
(17,956)
—
(17,956)
Balance, December 31, 2024.....................................................................
108,398
$ 1,084
$ 956,107
$1,317,828
$(1,829,953)
$
(1,611)
$ 443,455
See the accompanying notes to the consolidated financial statements.
63
THE CHEESECAKE FACTORY INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Fiscal Year
2024
2023
2022
Cash flows from operating activities:
Net income..................................................................................................................................................
$
156,783
$
101,351
$
43,123
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization expenses ..................................................................................................
101,450
93,136
92,380
Impairment of assets and lease termination expenses ...............................................................................
12,769
26,998
31,327
Deferred income taxes .............................................................................................................................
(6,062)
(15,715)
(18,646)
Stock-based compensation .......................................................................................................................
29,962
25,781
24,426
Payment of deferred consideration and compensation in excess of acquisition-date fair value.................
(6,506)
—
—
Changes in assets and liabilities:
Accounts and other receivables .............................................................................................................
(1,719)
(98)
(12,266)
Income taxes receivable/payable...........................................................................................................
3,253
852
14,651
Inventories............................................................................................................................................
(6,883)
(2,092)
(12,725)
Prepaid expenses ..................................................................................................................................
8,347
(14,694)
(11,960)
Operating lease assets/liabilities ...........................................................................................................
(32,303)
(27,113)
(18,404)
Other assets ..........................................................................................................................................
(13,995)
(14,504)
13,739
Accounts payable..................................................................................................................................
(1,827)
3,971
17,586
Gift card liabilities................................................................................................................................
3,904
3,104
8,634
Other accrued expenses ........................................................................................................................
21,152
37,424
(9,939)
Cash provided by operating activities................................................................................................
268,325
218,401
161,926
Cash flows from investing activities:
Additions to property and equipment...........................................................................................................
(160,364)
(151,565)
(112,464)
Additions to intangible assets......................................................................................................................
(1,054)
(1,658)
(680)
Other ...........................................................................................................................................................
321
(274)
329
Cash used in investing activities .......................................................................................................
(161,097)
(153,497)
(112,815)
Cash flows from financing activities:
Acquisition-related deferred consideration and compensation.....................................................................
—
(24,243)
(18,316)
Borrowings on credit facility.......................................................................................................................
—
15,000
130,000
Repayments on credit facility ......................................................................................................................
(20,000)
(15,000)
(130,000)
Proceeds from exercise of stock options......................................................................................................
12,475
—
84
Common stock dividends paid.....................................................................................................................
(53,041)
(53,207)
(42,272)
Treasury stock purchases, inclusive of excise tax........................................................................................
(18,228)
(46,085)
(63,132)
Cash used in financing activities .......................................................................................................
(78,794)
(123,535)
(123,636)
Foreign currency translation adjustment .........................................................................................................
(548)
144
(325)
Net change in cash and cash equivalents.........................................................................................................
27,886
(58,487)
(74,850)
Cash and cash equivalents at beginning of period...........................................................................................
56,290
114,777
189,627
Cash and cash equivalents at end of period.....................................................................................................
$
84,176
$
56,290
$
114,777
Supplemental disclosures:
Interest paid.................................................................................................................................................
$
12,891
$
9,764
$
7,233
Income taxes paid ........................................................................................................................................
$
19,119
$
14,473
$
14,688
Construction payable...................................................................................................................................
$
24,252
$
16,815
$
9,346
See the accompanying notes to the consolidated financial statements.
64
THE CHEESECAKE FACTORY INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Description of Business
The Cheesecake Factory Incorporated is a leader in experiential dining. We are culinary forward and relentlessly
focused on hospitality. We currently own and operate 352 restaurants throughout the United States and Canada under
brands including The Cheesecake Factory® (215 locations), North Italia® (43 locations), Flower Child® (38 locations) and
a collection within our Fox Restaurant Concepts (“Other FRC”) portfolio (49 locations). Internationally, 34 The
Cheesecake Factory® restaurants operate under licensing agreements. Our bakery division operates two facilities that
produce quality cheesecakes and other baked products for our restaurants, international licensees and third-party bakery
customers.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of The Cheesecake Factory
Incorporated and its wholly owned subsidiaries (referred to herein collectively as the “Company,” “we,” “us” and “our”)
and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
All intercompany accounts and transactions for the periods presented have been eliminated in consolidation.
We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting
purposes. Fiscal years 2024 and 2023 each consisted of 52 weeks. Fiscal year 2022 consisted of 53 weeks. Fiscal year
2025 will consist of 52 weeks.
In fiscal year 2024, we separately disclosed interest expense, net and other income, net on the consolidated
statement of income. Corresponding prior year balances were reclassified to conform to the current year presentation.
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
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.
Any of these factors may have an adverse impact on our business and materially adversely affect our financial
performance.
Cash and Cash Equivalents
Amounts receivable from credit card processors, totaling $30.4 million and $21.0 million at December 31, 2024
and January 2, 2024, respectively, are considered cash equivalents because they are both short-term and highly liquid in
nature and are typically converted to cash within three days of the sales transaction. Our cash management system
provides for the funding of all major bank disbursement accounts on a daily basis as checks are presented for payment.
Under this system, outstanding checks are in excess of the cash balances at certain banks, which creates book overdrafts.
Book overdrafts are presented as a current liability in other accrued expenses on our consolidated balance sheet.
65
Concentration of Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk are cash and cash equivalents
and receivables. We maintain our day-to-day operating cash balances in non-interest-bearing transaction accounts, which
are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. We invest our excess cash in a money
market deposit account, which is insured by the FDIC up to $250,000. Although we maintain balances that exceed the
federally insured limit, we have not experienced any losses related to these balances, and we believe credit risk to be
minimal.
We consider the concentration of credit risk for accounts receivable from our bakery customers to be minimal
due to the payment histories and general financial condition of our larger bakery accounts. Concentration of credit risk
related to other receivables is limited as this balance is comprised primarily of amounts due from our gift card
distributors, insurance providers and delivery partner.
Inventories
Inventories consist of restaurant food and other supplies, bakery raw materials and bakery finished goods and are
stated at the lower of cost or net realizable value on an average cost basis at the restaurants and on a first-in, first-out basis
at the bakeries.
Property and Equipment
We record property and equipment at cost less accumulated depreciation. Improvements are capitalized, while
repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the
estimated useful life of the assets or the reasonably certain lease term, whichever is shorter. Leasehold improvements
include the cost of our internal development and construction department. Depreciation periods are as follows:
Buildings and land improvements..............................................................................................
30 years
Leasehold improvements ...........................................................................................................
10 to 30 years
Furnishings, fixtures and equipment..........................................................................................
3 to 15 years (1)
Computer software and equipment ............................................................................................
5 years
(1) Other than certain types of restaurant equipment with estimated useful lives that equal or exceed the reasonably
certain lease term, in which case the reasonably certain lease term is utilized.
Gains and losses related to property and equipment disposals are recorded in depreciation and amortization
expenses.
Impairment of Long-Lived Assets and Lease Termination Expenses
We assess the potential impairment of our long-lived assets on an annual basis or whenever events or changes in
circumstances indicate the carrying value of the assets or asset group may not be recoverable. Factors considered include,
but are not limited to, negative cash flow, significant underperformance relative to historical or projected future operating
results, significant changes in the manner in which an asset is being used, an expectation that an asset will be disposed of
significantly before the end of its previously estimated useful life and significant negative industry or economic trends. At
any given time, we may be monitoring a number of locations, and future impairment charges could be required if
individual restaurant performance does not improve or we make the decision to close or relocate a restaurant.
Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash
flows are largely independent of the cash flows of other assets and liabilities. Impairment testing is performed at the
individual restaurant asset group level, which is inclusive of property and equipment and lease right-of-use assets.
Recoverability is assessed by comparing the carrying value of the assets to the undiscounted cash flows expected to be
generated by those assets. Impairment losses are measured as the amount by which the carrying values of the assets
exceed their fair value, which is determined based on discounted future net cash flows expected to be generated by the
assets.
66
In fiscal 2024, we recorded $13.6 million of expense primarily related to the impairment of long-lived assets for
one The Cheesecake Factory (previously partially impaired) and six Other FRC locations (one previously partially
impaired) and lease termination income, net for four The Cheesecake Factory restaurants, one Grand Lux Cafe location,
one Flower Child location, one Social Monk location and one Other FRC location (that closed in early fiscal 2025). In
fiscal 2023, we recorded $29.5 million of expense primarily related to the impairment of long-lived assets for three The
Cheesecake Factory (one previously impaired), one North Italia (previously impaired), one Other FRC and two Grand
Lux Cafe lease terminations. In fiscal 2022, we recorded $31.4 million of expense primarily related to the impairment of
long-lived assets for three The Cheesecake Factory, one Other FRC and three Grand Lux Cafe locations. These amounts
are recorded in impairment of assets and lease terminations on the consolidated statements of income.
Intangible Assets
The following table presents components of intangible assets, net (in thousands):
Fiscal year ended
December 31, 2024 January 2, 2024
Indefinite-lived intangible assets:
Goodwill .................................................................................................................
$
1,451
$
1,451
Trade names and trademarks ..................................................................................
234,566
234,341
Transferable alcoholic beverage licenses................................................................
8,140
7,923
Total indefinite-lived intangible assets.................................................................
244,157
243,715
Definite-lived intangible assets, net:
Licensing agreements .............................................................................................
4,111
4,602
Non-transferable alcoholic beverage licenses.........................................................
3,521
3,410
Total definite-lived intangible assets....................................................................
7,632
8,012
Total intangible assets, net........................................................................................
$
251,789
$
251,727
Goodwill and other indefinite-lived intangible assets are not amortized and are tested for impairment annually as
of the first day of our fiscal fourth quarter or on an interim basis if events or changes in circumstances between annual
tests indicate a potential impairment. First, we determine if, based on qualitative factors, it is more likely than not that an
impairment exists. Factors considered include, but are not limited to, historical financial performance, wage, product and
services inflation, competitive environment, macroeconomic and industry conditions, results of prior impairment tests and
share price performance. Any adverse change in these factors could have a significant impact on the recoverability of
these assets and could have a material impact on our consolidated financial statements. If the qualitative assessment
indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed. The
quantitative assessments require the use of estimates and assumptions regarding future cash flows and asset fair values.
Key assumptions include projected revenue growth and operating expenses, discount rates, royalty rates, valuation
multiples and other factors that could affect fair value or otherwise indicate potential impairment. Such assessments could
change materially if different estimates and assumptions were used.
We performed our annual impairment assessment of indefinite-lived intangible assets as of the first day of the
fourth quarters of fiscal 2024, 2023 and 2022 and concluded there was no impairment.
Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives and
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or
asset group may not be recoverable based on estimated undiscounted future cash flows. If impaired, the asset or asset
group is written down to fair value based on discounted future cash flows. We performed our annual impairment
assessment of definite-lived intangible assets as of the first day of the fourth quarters of fiscal 2024, 2023 and 2022. We
concluded there was no impairment for fiscal 2024, fiscal 2023 and 2022. Amortization expenses related to our definite-
lived intangible assets were $0.7 million, $0.8 million and $0.7 million for fiscal 2024, 2023 and 2022, respectively.
Definite-lived intangible assets will be amortized over two to 51 years.
We evaluate the useful lives of our intangible assets, other than goodwill, at each reporting period to determine if
they are definite or indefinite-lived. A determination on useful life requires judgments and assumptions regarding the
future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry,
legislative action that results in an uncertain or changing regulatory environment and expected changes in distribution
channels), the level of required maintenance expenditures and the expected lives of other related groups of assets.
67
Revenue Recognition
Our revenues consist of sales at our Company-owned restaurants, sales from our bakery operations to our
licensees and other third-party customers, royalties from our licensees’ restaurant sales and from consumer packaged
goods sales, and licensee development and site fees. Revenues are presented net of sales taxes. Sales tax collected is
included in other accrued expenses until the taxes are remitted to the appropriate taxing authorities.
Revenues from restaurant sales are recognized when payment is tendered at the point of sale. Revenues from
bakery sales are recognized upon transfer of title and risk to customers. Royalty revenues are recognized in the period the
related sales occur, utilizing the sale-based royalty exception available under current accounting guidance. Our consumer
packaged goods minimum guarantees do not require distinct performance obligations. Therefore, related revenue is
recognized on a straight-line basis over the life of the applicable agreements, ranging from three to six years. As our
development and site fee agreements do not contain distinct performance obligations, related revenue is recognized on a
straight-line basis over the life of the applicable agreements, ranging from one to 26 years. Deferred and recognized
revenue for new minimum guarantees for consumer packaged goods and for new site and development agreements were
immaterial in all periods presented.
We recognize a liability upon the sale of our gift cards and recognize revenue when these gift cards are redeemed
in our restaurants. Based on our historical redemption patterns, we can reasonably estimate the amount of gift cards for
which redemption is remote, which is referred to as “breakage.” Breakage is recognized over a three-year period in
proportion to historical redemption trends and is classified as revenues in our consolidated statements of income. We
recognized $7.3 million, $7.3 million and $7.0 million of gift card breakage in fiscal years 2024, 2023 and 2022,
respectively. Incremental direct costs related to gift card sales, including commissions and credit card fees, are deferred
and recognized in earnings in the same pattern as the related gift card revenue.
Certain of our promotional programs include multiple element arrangements that incorporate various
performance obligations. We allocate revenue using the relative selling price of each performance obligation considering
the likelihood of redemption and recognize revenue upon satisfaction of each performance obligation. During fiscal 2024,
we deferred and recognized previously deferred revenue of $31.3 million and $27.3 million, respectively, related to
promotional programs. During fiscal 2023, we deferred and recognized previously deferred revenue of $27.5 million and
$23.3 million, respectively, related to promotional programs. During fiscal 2022, we deferred and recognized previously
deferred revenue of $27.3 million and $23.6 million, respectively, related to promotional programs.
Leases
We currently lease all of our restaurant locations, generally with initial terms of 10 to 20 years plus two five-year
renewal options. Our leases typically require contingent rent above the minimum base rent payments based on a
percentage of revenues ranging from 2% to 10%, have escalating minimum rent requirements over the term of the lease
and require payment for various expenses incidental to the use of the property. A majority of our leases provide for a
reduced level of overall rent obligation if specified co-tenancy requirements are not satisfied. We expend cash for
leasehold improvements and furniture, fixtures, and equipment to build out and equip our leased premises. We may also
expend cash for structural additions that we make to leased premises. Generally, a portion of the leasehold improvements
and building costs are reimbursed to us by our landlords as construction contributions. If obtained, landlord construction
contributions usually take the form of up-front cash, full or partial credits against our future minimum or percentage rents,
or a combination thereof. We do not meet any of the accounting criteria under Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases, for being the owner of the asset under
construction. Many of our leases provide early termination rights permitting us to terminate the lease prior to expiration in
the event our revenues are below a stated level for a period of time, generally conditioned upon repayment of the
unamortized landlord contributions.
In addition to leases for our restaurant locations, we also lease automobiles and certain equipment that is used in
the restaurants, bakeries and corporate office. The leases for our restaurant locations, automobiles and certain restaurant
equipment are included in our operating lease assets and liabilities. All other leases are immaterial or qualify for the short-
term lease exclusion.
The assessment of whether a contract is or contains a lease is performed at contract inception. A lease is defined
as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for
68
consideration. Control is defined as having both the right to obtain substantially all the economic benefits from the use of
the asset and to direct how and for what purpose the asset is used.
At lease commencement, we evaluate each material lease and those that don’t qualify for the short-term
exclusion to determine its appropriate classification as an operating or finance lease. All of the leases evaluated meet the
criteria for classification as operating leases. For restaurant leases that existed as of the adoption of ASC 842, we
continued to apply our historical practice of excluding executory costs, and only minimum base rent was factored into the
initial operating lease liability and corresponding lease asset. For restaurant leases beginning after adoption of ASC 842,
we have elected the single lease component practical expedient. Operating lease assets and liabilities are recorded on the
balance sheet at lease commencement based on the present value of minimum base rent and other fixed payments over the
reasonably certain lease term. The difference between the amounts we expend for structural costs and the construction
contributions received from our landlords is recorded as an adjustment to the operating lease asset. Lease terms include
the build-out period for our leases where no rent payments are typically due under the terms of the lease, as well as
options to renew when we deem we have significant economic incentive to exercise the extension. When determining if
we have a significant economic incentive, we consider relevant factors, such as contractual, asset, entity and market-based
considerations. Option periods are included in the lease term for the majority of our leases. Termination rights have not
been factored into the lease terms since based on our probability assessment we are reasonably certain we will not
terminate our leases.
We cannot determine the interest rate implicit in our leases because we do not have access to the lessor’s
estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, we use our incremental
borrowing rate as the discount rate for our leases. Our incremental borrowing rate for a lease is the rate of interest we
would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because
we do not generally borrow on a collateralized basis, we derive an appropriate incremental borrowing rate using the
interest rate we pay on our non-collateralized borrowings, adjusted for the amount of the lease payments, the lease term
and the effect of designating specific collateral with a value equal to the unpaid lease payments for that lease.
We monitor for events or changes in circumstances that require reassessment of our leases. When a reassessment
results in the re-measurement of a lease liability, a corresponding adjustment is made to the carrying amount of the
operating lease asset. We also assess the potential impairment of our operating lease assets under long-lived asset
impairment guidance in ASC 360, Property, Plant, and Equipment: Impairment or disposal on long-lived assets.
Rent expense included in our operating lease assets is recognized on a straight-line basis. Contingent rent
expense is recorded as incurred to the extent it exceeds minimum base rent per the lease agreement. Variable lease
payments, which primarily consist of real estate taxes, common area maintenance charges, insurance cost and other
operating expenses, are not included in the operating lease right-of-use asset or operating lease liability balances and are
recognized as incurred. Rent expense is included in other operating costs and expenses in the consolidated statements of
income.
The reasonably certain lease term and the incremental borrowing rate for each restaurant location require
judgment by management and can impact the classification and accounting for a lease as operating or finance, the value of
the operating lease asset and liability and the term over which leasehold improvements for each restaurant are depreciated.
These judgments may produce materially different amounts of operating lease assets and liabilities, rent expense and
interest expense than would be reported if different assumptions were used.
Self-Insurance Liabilities
We retain financial responsibility for a significant portion of our risks and associated liabilities with respect to
workers’ compensation, general liability, staff member health benefits, employment practices and other insurable risks.
The accrued liabilities associated with these programs are based on our estimate of the ultimate costs to settle known
claims, as well as claims incurred but not yet reported to us (“IBNR”) as of the balance sheet date and are recorded in
other accrued expenses. Our estimated liabilities, which are not discounted, are based on information provided by our
insurance brokers and insurers, combined with our judgment regarding a number of assumptions and factors, including
the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation and our claims
settlement practices. Significant judgment is required to estimate IBNR amounts, as parties have yet to assert such claims.
If actual claims trends, including the severity or frequency of claims, differ from our estimates, our financial results could
be impacted.
69
Stock-Based Compensation
We maintain stock-based incentive plans under which equity awards may be granted to staff members,
consultants and non-employee directors. We account for the awards based on fair value measurement guidance and
amortize to expense over the vesting period using a straight-line or graded-vesting schedule, as applicable. (See Note 15
for further discussion of our stock-based compensation.)
Advertising Costs
We expense advertising production costs at the time the advertising first takes place. All other advertising costs
are expensed as incurred. Most of our advertising costs are included in other operating costs and expenses and were $36.5
million, $34.7 million and $24.0 million in fiscal 2024, 2023 and 2022, respectively. The increase in fiscal 2023 is
primarily due to the launch of our Cheesecake Rewards® program.
Preopening Costs
Preopening costs include all costs to relocate and compensate restaurant management staff members during the
preopening period, costs to recruit and train hourly restaurant staff members, and wages, travel and lodging costs for our
opening training team and other support staff members. Also included are expenses for maintaining a roster of trained
managers for pending openings, the associated temporary housing and other costs necessary to relocate managers in
alignment with future restaurant opening and operating needs, and corporate travel and support activities. We expense
preopening costs as incurred.
Income Taxes
We provide for federal, state and foreign income taxes currently payable and for deferred taxes that result from
differences between financial accounting rules and tax laws governing the timing of recognition of various income and
expense items. We recognize deferred income tax assets and liabilities for the future tax effects of such temporary
differences based on the difference between the financial statement and tax bases of existing assets and liabilities using
the statutory rates expected in the years in which the differences are expected to reverse. The effect on deferred taxes of
any enacted change in tax rates is recognized in income in the period that includes the enactment date. Income tax credits
are recorded as a reduction of tax expense.
We routinely evaluate the likelihood of realizing the benefit of our deferred tax assets and record a valuation
allowance if, based on all available evidence, we determine that some portion of the tax benefit will not be realized. In
evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all
available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable
income, tax planning strategies (when applicable) and results of recent operations. If we later determine that we would be
able to realize our deferred tax assets in excess of their net recorded amount, we adjust the deferred tax asset valuation
allowance and reduce income tax expense.
We evaluate our exposures associated with our various tax filing positions and recognize a tax benefit from an
uncertain tax position only if it is more-likely-than-not that the position will be sustained upon examination by the
relevant taxing authorities based solely on its technical merits, taking into account available administrative remedies and
litigation. If this threshold is met, we recognize only the portion of the tax benefit that has a greater than 50% likelihood
of being realized upon ultimate resolution. We record a liability for any portion of the tax benefit that does not meet these
recognition and measurement criteria and we adjust this liability through income tax expense in the period in which the
uncertain tax position is effectively settled, when the statute of limitations expires for the relevant taxing authority to
examine the tax position or when new information becomes available. We recognize interest and penalties related to
uncertain tax positions in income tax expense.
Net Income per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common
shares outstanding during the period, reduced by unvested restricted stock awards. At December 31, 2024, January 2,
2024 and January 3, 2023, 3.2 million shares, 2.9 million shares and 2.5 million shares, respectively, of restricted stock
70
and restricted stock units issued were unvested and, therefore, excluded from the calculation of basic earnings per share
for the fiscal years ended on those dates.
Diluted net income per share is computed by dividing net income by the weighted-average number of common
stock equivalents outstanding for the period. Common stock equivalents for our convertible senior notes due 2026
(“Notes”) are determined by application of the if-converted method, and common stock equivalents for outstanding stock
options, restricted stock and restricted stock units are determined by the application of the treasury stock method.
Fiscal Year
2024
2023
2022
(In thousands, except per share data)
Net income..........................................................................................................
$ 156,783
$ 101,351
$
43,123
Basic weighted average shares outstanding ........................................................
47,789
48,324
49,815
Dilutive effect of equity awards (1)......................................................................
1,185
726
599
Diluted weighted average shares outstanding .....................................................
48,974
49,050
50,414
Basic net income per share..................................................................................
$
3.28
$
2.10
$
0.87
Diluted net income per share...............................................................................
$
3.20
$
2.07
$
0.86
(1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock
units of 2.2 million, 2.9 million and 3.3 million for fiscal 2024, 2023 and 2022, respectively, were excluded from
the diluted calculation due to their anti-dilutive effect. No shares of common stock equivalents related to the
Notes were included in the diluted calculation due to their anti-dilutive effect.
Comprehensive Income
Comprehensive income includes all changes in equity during a period except those resulting from investment by
and distribution to owners. Our comprehensive income consists of net income and translation gains/(losses) related to our
Canadian restaurant operations.
Foreign Currency
The Canadian dollar is the functional currency for our Canadian restaurant operations. Revenue and expense
accounts are translated into U.S. dollars using the average exchange rates during the reporting period. Assets and
liabilities are translated using the exchange rates in effect at the reporting period end date. Equity accounts are translated
at historical rates, except for the change in retained earnings which is the result of the income statement translation
process. Translation gains and losses are reported as a separate component in our consolidated statements of
comprehensive income and would only be realized upon the sale or upon complete or substantially complete liquidation
of the business. Gains and losses from foreign currency transactions are recognized in our consolidated statements of
income in other income, net.
Recent Accounting Pronouncements
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced
disclosures about significant segment expenses. The 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. We adopted this
standard as of the end of fiscal 2024 and such adoption did not have a significant impact on our disclosures.
71
Recently Issued Accounting Standards
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 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.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -
Expense Disaggregation Disclosures (Subtopic 220-40), which requires more detailed disclosures of certain categories of
expenses such as inventory purchases, employee compensation and depreciation that are components of existing expense
captions presented on the face of the income statement. The amendment is effective for fiscal years beginning after
December 15, 2026. 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.
In November 2024, the FASB issued ASU 2024-04, Debt- Debt with Conversion and Other Options (Topic 470):
Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain
settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this
update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently
convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer
is accepted. The amendment is effective for fiscal years beginning after December 15, 2025. 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 consolidated financial statements.
2. Fair Value Measurements
Fair value measurements are estimated based on valuation techniques and inputs categorized as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities
Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities
Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring the Company to
develop its own assumptions
The following tables present the components and classification of our assets and liabilities that are measured at
fair value on a recurring basis (in thousands):
December 31, 2024
Level 1
Level 2
Level 3
Assets/(Liabilities)
Non-qualified deferred compensation assets........................
$
108,093
$
—
$
—
Non-qualified deferred compensation liabilities ..................
(108,166)
—
—
Acquisition-related contingent consideration and
compensation liability .......................................................
—
—
(20,155)
January 2, 2024
Level 1
Level 2
Level 3
Assets/(Liabilities)
Non-qualified deferred compensation assets.....................
$
94,136
$
—
$
—
Non-qualified deferred compensation liabilities ...............
(93,979)
—
—
Acquisition-related contingent consideration and
compensation liability ....................................................
—
—
(25,495)
Changes in the fair value of non-qualified deferred compensation assets and liabilities are recognized in other
expense, net in our consolidated statements of income. Changes in the fair value of the acquisition-related contingent
consideration and compensation liability are recognized in acquisition-related contingent consideration, compensation and
amortization expenses in our consolidated statements of income.
72
The following table presents a reconciliation of the beginning and ending amounts of the fair value of the
acquisition-related contingent consideration and compensation liability categorized as Level 3 (in thousands):
Fiscal year ended
December 31, 2024 January 2, 2024
Beginning balance.....................................................................................................
$
25,495
$
28,565
Payment ....................................................................................................................
(6,506)
(12,994)
Change in fair value..................................................................................................
1,166
9,924
Ending balance .......................................................................................................
$
20,155
$
25,495
The fair value of the acquisition-related contingent consideration and compensation liability was determined
utilizing a Monte Carlo model based on estimated future revenues, margins and volatility factors, among other variables
and estimates and has no minimum or maximum payment. The undiscounted range of outcomes per the Monte Carlo
model utilized to determine the fair value of the acquisition-related contingent consideration and compensation liability
was $0.0 million to $142.4 million at December 31, 2024 and $2.6 million to $235.4 million at January 2, 2024. Results
could change materially if different estimates and assumptions were used. During fiscal 2024, the fair value of the
contingent consideration and compensation liability decreased by $5.3 million due to a payment of $6.5 million per the
FRC acquisition agreement and a $1.9 million decrease in the fair value primarily stemming from a change in the
volatility factors, as well as a decrease in fiscal 2025 revenues and estimated future revenues utilized in the calculation,
partially offset by $3.1 million of amortization. During fiscal 2023, the fair value of the contingent consideration and
compensation liability decreased by $3.1 million due to a payment of $13.0 million per the FRC acquisition agreement,
partially offset by $9.9 million increase in the fair value primarily stemming from a change in the volatility factors, as
well as an increase in fiscal 2023 revenues and estimated future revenues utilized in the calculation and amortization.
The fair values of our cash and cash equivalents, accounts receivable, income taxes receivable, other receivables,
prepaid expenses, accounts payable, income taxes payable and other accrued expenses approximate their carrying
amounts due to their short duration. The fair value of our Revolver Facility (as defined below) approximates carrying
value due to the variable interest rate.
At both December 31, 2024 and January 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 December 31, 2024 and January 2,
2024 was approximately $339.5 million and $298.8 million, respectively, and determined based on the estimated or actual
bids and offers of the Notes in an over-the-counter market on the last business day of the reporting period. The increase in
the fair value of the Notes was primarily due to an increase in our stock price. See Note 10 for further discussion of the
Notes.
3. Accounts and Other Receivables
Accounts and other receivables consisted of (in thousands):
Fiscal year ended
December 31, 2024
January 2, 2024
Gift card distributors...........................................................................................
$
34,767
$
35,777
Landlord construction contributions ...................................................................
21,229
12,650
Bakery customers................................................................................................
14,711
13,863
Insurance providers.............................................................................................
11,013
9,984
Delivery partner ..................................................................................................
7,702
7,154
Other ...................................................................................................................
23,081
23,666
Total ..............................................................................................................
$
112,503
$
103,094
73
4. Inventories
Inventories consisted of (in thousands):
Fiscal year ended
December 31, 2024
January 2, 2024
Restaurant food and supplies ..............................................................................
$
35,141
$
32,283
Bakery finished goods and work in progress (1) ..................................................
20,210
16,230
Bakery raw materials and supplies......................................................................
9,175
9,141
Total .................................................................................................................
$
64,526
$
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.
5. Prepaid Expenses
Prepaid expenses consisted of (in thousands):
Fiscal year ended
December 31, 2024
January 2, 2024
Gift card contract assets ......................................................................................
$
18,447
$
19,111
Prepaid rent.........................................................................................................
21,050
24,438
Other ...................................................................................................................
15,194
19,541
Total .................................................................................................................
$
54,691
$
63,090
6. Property and Equipment
Property and equipment consisted of (in thousands):
Fiscal year ended
December 31, 2024
January 2, 2024
Land and related improvements..........................................................................
$
17,303
$
15,852
Buildings.............................................................................................................
44,532
44,179
Leasehold improvements ....................................................................................
1,330,910
1,291,153
Furnishings, fixtures and equipment...................................................................
658,064
625,931
Computer software and equipment .....................................................................
55,667
57,952
Restaurant smallwares ........................................................................................
39,888
38,234
Construction in progress .....................................................................................
75,429
58,067
Property and equipment, total .............................................................................
2,221,793
2,131,368
Less: Accumulated depreciation .........................................................................
(1,381,020)
(1,340,275)
Property and equipment, net.............................................................................
$
840,773
$
791,093
Depreciation expenses related to property and equipment for fiscal 2024, 2023 and 2022 were $100.8 million,
$92.9 million and $92.1 million, respectively. Repair and maintenance expenses for fiscal 2024, 2023 and 2022 were
$103.8 million, $99.5 million and $89.1 million, respectively and are recorded in other operating costs and expenses. Net
expense/(income) for property and equipment disposals was $0.4 million, ($0.4) million and $1.6 million, in fiscal 2024,
2023 and 2022, respectively.
74
7. Other Assets
Other assets consisted of (in thousands):
Fiscal year ended
December 31, 2024
January 2, 2024
Non-qualified deferred compensation assets (1)...................................................
$
108,093
$
94,136
Deferred income taxes (2) ....................................................................................
97,850
91,944
Other ...................................................................................................................
9,591
8,535
Total..................................................................................................................
$
215,534
$
194,615
(1) See Note 16 for further discussion of our non-qualified deferred compensation assets.
(2) See Note 17 for further discussion of our income taxes.
8. Gift Cards
The following tables present information related to gift cards (in thousands):
Fiscal year ended
December 31, 2024 January 2, 2024
Gift card liabilities:
Beginning balance...............................................................................................
$
222,915
$
219,808
Activations..........................................................................................................
151,047
140,647
Redemptions and breakage .................................................................................
(147,152)
(137,540)
Ending balance .................................................................................................
$
226,810
$
222,915
Fiscal year ended
December 31, 2024 January 2, 2024
Gift card contract assets: (1)
Beginning balance...............................................................................................
$
19,111
$
19,886
Deferrals..............................................................................................................
14,549
14,957
Amortization .......................................................................................................
(15,213)
(15,732)
Ending balance .................................................................................................
$
18,447
$
19,111
(1) Included in prepaid expenses on the consolidated balance sheets.
9. Other Accrued Expenses
Other accrued expenses consisted of (in thousands):
Fiscal year ended
December 31, 2024
January 2, 2024
Self-insurance .....................................................................................................
$
73,562
$
71,546
Salaries and wages ..............................................................................................
54,435
51,040
Staff member benefits.........................................................................................
29,699
28,951
Payroll and sales taxes ........................................................................................
22,418
20,365
Rent.....................................................................................................................
23,176
18,973
Other (1) ...............................................................................................................
62,090
48,824
Total .................................................................................................................
$
265,380
$
239,699
(1) The increase in other was primarily due to the increase in the current portion of the acquisition-related contingent
consideration and compensation liability. See Note 2 for further discussion of the fair value measurement.
75
10. Long-Term Debt
Revolving Credit Facility
On October 6, 2022, we entered into a Fourth Amended and Restated Loan Agreement (the “Loan Agreement”
and the revolving credit facility provided thereunder, the “Revolver Facility”). The Loan Agreement amends and restates
in its entirety our prior credit agreement. The Revolver Facility, which terminates on October 6, 2027, provides us with
revolving loan commitments that total $400 million, of which $50 million may be used for issuances of letters of credit.
The Revolver Facility contains a commitment increase feature that, subject to certain conditions precedent, could provide
for an additional $200 million in revolving loan commitments. Our obligations under the Revolver Facility are unsecured.
Certain of our material subsidiaries have guaranteed our obligations under the Revolver Facility.
On October 6, 2022, we repaid the outstanding balance under the then-existing credit agreement and borrowed
the same amount on the Revolver Facility. In November 2023, we borrowed $15.0 million on the Revolver Facility and
repaid it in December 2023. As of January 2, 2024, we had net availability for borrowings of $236.5 million, based on a
$130.0 million outstanding debt balance and $33.5 million in standby letters of credit under the Revolver Facility. In the
fourth quarter of fiscal 2024 we repaid $20.0 million on the Revolver Facility. As of December 31, 2024, we had net
availability for borrowings of $256.5 million, based on a $110.0 million outstanding debt balance and $33.5 million in
standby letters of credit under the Revolver Facility.
Under the Revolver Facility, we are subject to the following financial covenants as of the last day of each fiscal
quarter: (i) a maximum ratio of net adjusted debt to EBITDAR (the “Amended Net Adjusted Leverage Ratio”) of 4.25 and
(ii) a minimum ratio of EBITDAR to interest and rent expense (“EBITDAR Ratio”) of 1.90. The Amended Net Adjusted
Leverage Ratio includes a rental expense multiplier of six as compared to eight in the prior credit agreement. At
December 31, 2024, we were in compliance with all covenants in effect at that date.
Borrowings under the Loan Agreement bear interest, at our election, at a rate equal to either: (i) the sum of (A)
adjusted term SOFR (as defined in the Loan Agreement, the “Term SOFR Rate”) plus (B) a rate variable based on the
Amended Net Adjusted Leverage Ratio, ranging from 1.00% to 1.75%, or (ii) the sum of (A) the highest of (x) the rate of
interest last quoted by The Wall Street Journal as the prime rate in effect in the United States, (y) the greater of the rate
calculated by the Federal Reserve Bank of New York as the federal funds effective rate or the rate that is published by the
Federal Reserve Bank of New York as the overnight bank funding rate, in either case, plus 0.50%, and (z) the one-month
Term SOFR Rate plus 1.00%, plus (B) a rate variable based on the Net Adjusted Leverage Ratio, ranging from 0.00% to
0.75%. We will also pay a fee variable based on the Net Adjusted Leverage Ratio, ranging from 0.125% to 0.25%, on the
daily amount of unused commitments under the Loan Agreement. Letters of credit bear fees that are equivalent to the
interest rate margin that is applicable to revolving loans that bear interest at the adjusted SOFR plus other customary fees
charged by the issuing bank. We paid certain customary loan origination fees in conjunction with the Loan Agreement.
We are also subject to customary events of default that, if triggered, could result in acceleration of the maturity
of the Revolver Facility. Subject to certain exceptions, the Revolver Facility also limits distributions with respect to our
equity interests, such as cash dividends and share repurchases, based on a defined ratio, and also sets forth negative
covenants that restrict indebtedness, liens, investments, sales of assets, fundamental changes and other matters.
Convertible Senior Notes
On June 15, 2021, we issued $345.0 million aggregate principal amount of 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.
76
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. At
December 31, 2024, the conversion rate for the Notes was 13.8741 shares of common stock per $1,000 principal amount
of the Notes, which represents a conversion price of approximately $72.08 per share of common stock. In connection with
the cash dividend that was declared by our Board on February 13, 2025, on March 5, 2025 we will adjust the conversion
rate (which is expected to increase) and the conversion price (which is expected to decrease) of the Notes in accordance
with the terms.
The Notes are redeemable, in whole or in part (subject to certain limitations described below), at our option at
any time, and from time to time, on or after June 20, 2024 and on or before the 30th scheduled trading day immediately
before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share
of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not
consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date
we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. However,
we may not redeem less than all of the outstanding Notes unless at least $150.0 million aggregate principal amount of
Notes are outstanding and not called for redemption as of the time we send the related redemption notice. In addition,
calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which
case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is
converted after it is called for redemption.
If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then,
subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their Notes at a cash
repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to,
but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business
combination transactions involving us and certain de-listing events with respect to our common stock.
The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the
Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the
payment of interest on the Notes, will be subject to a 30-day cure period); (ii) our failure to send certain notices under the
Indenture within specified periods of time; (iii) our failure to comply with certain covenants in the Indenture relating to
our ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of
transactions, all or substantially all of our assets and our subsidiaries, taken as a whole, to another person; (iv) a default by
us in our other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60
days after notice is given in accordance with the Indenture; (v) certain defaults by us or any of our significant subsidiaries
with respect to indebtedness for borrowed money of at least $20,000,000; (vi) the rendering of certain judgments against
us or any of our significant subsidiaries for the payment of at least $25,000,000, where such judgments are not discharged
or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been
extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving us or any of our significant
subsidiaries.
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us (and not
solely with respect to a significant subsidiary of ours) occurs, then the principal amount of, and all accrued and unpaid
interest on, all of the Notes then outstanding will immediately become due and payable without any further action or
notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to us, or
noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to us and the Trustee,
77
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 December 31, 2024, the Notes had a gross principal balance of $345.0 million and a balance of $342.1
million, net of unamortized issuance costs of $2.9 million. The unamortized balance of issuance costs was recorded as a
contra-liability and netted with long-term debt on our consolidated balance sheets. Total amortization expense was $2.0
million, $2.0 million and $2.0 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively and was included in interest
expense, net in the consolidated statements of income. The effective interest rate for the Notes was 0.96% as of December
31, 2024.
11. Leases
Components of lease expense were as follows (in thousands):
Fiscal Year
2024
2023
2022
Operating..................................................................................................
$
154,233
$
145,774
$
140,351
Variable....................................................................................................
90,686
87,047
81,585
Short-term ................................................................................................
158
142
116
Total.......................................................................................................
$
245,077
$
232,963
$
222,052
Supplemental information related to leases (in thousands, except percentages):
Fiscal Year
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases ........................................................
$
142,259
$
145,836
Right-of-use assets obtained in exchange for new operating lease liabilities .....
169,831
114,373
Weighted-average remaining lease term — operating leases (in years)..............
14.7
14.9
Weighted-average discount rate — operating leases ..........................................
5.6 %
5.3 %
As of December 31, 2024, the maturities of our operating lease liabilities were as follows (in thousands):
Fiscal year 2025.....................................................................................................................................
$
161,116
Fiscal year 2026.....................................................................................................................................
158,269
Fiscal year 2027.....................................................................................................................................
153,588
Fiscal year 2028.....................................................................................................................................
162,434
Fiscal year 2029.....................................................................................................................................
146,854
Thereafter...............................................................................................................................................
1,423,386
Total future lease payments ...................................................................................................................
2,205,647
Less: Interest ..........................................................................................................................................
(749,489)
Present value of lease liabilities .............................................................................................................
$
1,456,158
Operating lease liabilities include $719.1 million related to options to extend lease terms that are reasonably
certain of being exercised and exclude $243.5 million of legally binding minimum lease payments for leases signed but
not yet commenced.
78
12. Other Noncurrent Liabilities
Other noncurrent liabilities consisted of (in thousands):
Fiscal year ended
December 31, 2024
January 2, 2024
Non-qualified deferred compensation liabilities (1) ................................................
$
108,166
$
93,979
Contingent consideration and compensation liability (2) ........................................
11,986
25,495
Other .....................................................................................................................
15,651
17,174
Total ....................................................................................................................
$
135,803
$
136,648
(1) See Note 16 for further discussion of our non-qualified deferred compensation assets and liabilities.
(2) See Note 2 for further discussion of the fair value measurement of this liability.
13. Commitments and Contingencies
Purchase obligations, which include inventory purchases, equipment purchases, information technology and
other miscellaneous commitments, were $147.8 million and $101.4 million at December 31, 2024 and January 2, 2024,
respectively. These purchase obligations are primarily due within three years and recorded as liabilities when goods are
received or services rendered. Real estate obligations, which include construction commitments, net of up-front landlord
construction contributions, and legally binding minimum lease payments for leases signed but not yet commenced, were
$315.4 million and $414.8 million at December 31, 2024 and January 2, 2024, respectively.
The FRC acquisition agreement included a contingent consideration provision of which the remainder is payable
annually from 2024 through 2027 and is based on achievement of revenue and profitability targets for the FRC brands
other than North Italia and Flower Child. The liability for this contingent consideration provision was $20.2 million at
December 31, 2024. See Note 2 for discussion of the fair value measurement of this liability.
As credit guarantees to insurers, we had $33.5 million at both December 31, 2024 and January 2, 2024, in
standby letters of credit related to our self-insurance liabilities. All standby letters of credit are renewable annually.
We retain the financial responsibility for a significant portion of our risks and associated liabilities with respect
to workers’ compensation, general liability, staff member health benefits, employment practices and other insurable risks.
The accrued liabilities associated with these programs are based on our estimate of the ultimate costs to settle known
claims, as well as claims incurred but not yet reported to us (“IBNR”) as of the balance sheet date. The total accrued
liability for our self-insured plans was $73.6 million and $71.5 million at December 31, 2024 and January 2, 2024,
respectively.
On June 7, 2024, the Internal Revenue Service (“IRS”) issued its examination report for tax years 2015 through
2020 in which it proposed to disallow a portion of our depreciation deductions and Domestic Production Activity
Deductions and to assess penalties. On August 12, 2024, we submitted Protest Memoranda indicating our disagreement
with a majority of the findings in the examination report, and our case is now under the jurisdiction of the Appeals
Division. We expect to hold an opening conference with Appeals in the second quarter of fiscal 2025. Based on the
current status of this matter, we have reserved an immaterial amount.
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
79
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.
We have employment agreements with certain of our executive officers that provide for payments to those
officers in the event of an actual or constructive termination of their employment, including in the event of a termination
without cause, an acquirer failure to assume or continue equity awards following a change in control of the Company or,
otherwise, in the event of death or disability as defined in those agreements. Aggregate payments totaling approximately
$3.5 million, excluding accrued potential bonuses of $3.3 million, which are subject to approval by the Compensation
Committee, would have been required by those agreements had all such officers terminated their employment for reasons
requiring such payments as of December 31, 2024. In addition, the employment agreement with our Chief Executive
Officer specifies an annual founder’s retirement benefit of $650,000 for ten years, commencing six months after
termination of his full-time employment.
14. Stockholders’ Equity
Common Stock - Dividends and Share Repurchases
Our Board reinstated and declared a quarterly dividend in the second quarter of fiscal 2022 and has continued to
pay quarterly dividends through fiscal 2024. Our Board declared dividends of $1.08 per common share in the aggregate
during each fiscal 2024 and fiscal 2023. Future decisions to pay or to increase or decrease dividends are at the discretion
of the Board and will be dependent on our operating performance, financial condition, capital expenditure requirements,
limitations on cash distributions pursuant to the terms and conditions of the Loan Agreement and applicable law, and such
other factors that the Board considers relevant. (See Note 10 for further discussion of our long-term debt.)
On October 26, 2022, our Board increased the authorization to repurchase our common stock by 5.0 million
shares to 61.0 million shares. Under this authorization, we have cumulatively repurchased 57.1 million shares at a total
cost of $1,829.7 million, excluding excise tax, through December 31, 2024. During fiscal 2024, 2023 and 2022, we
repurchased 0.5 million, 1.4 million and 2.0 million shares of our common stock at a cost of $18.0 million, $46.1 million
and $63.1 million, excluding excise tax, respectively. Our objectives with regard to share repurchases have been to offset
the dilution to our shares outstanding that results from equity compensation grants and to supplement our earnings per
share growth. Repurchased common stock is reflected as a reduction of stockholders’ equity in treasury stock.
Our share repurchase program does not have an expiration date, does not require us to purchase a specific
number of shares and may be modified, suspended or terminated at any time. Share repurchases may be made from time
to time in open market purchases, privately-negotiated transactions, accelerated share repurchase programs, issuer self-
tender offers or otherwise. Future decisions to repurchase shares are at the discretion of the Board and are based on
several factors, including current and forecasted operating cash flows, capital needs associated with new restaurant
development and maintenance of existing locations, dividend payments, debt levels and cost of borrowing, obligations
associated with the FRC acquisition, our share price and current market conditions. The timing and number of shares
repurchased are also subject to legal constraints and covenants under our Loan Agreement that limit share repurchases
based on a defined ratio. (See Note 10 for further discussion of our long-term debt.)
15. Stock-Based Compensation
We maintain stock-based incentive plans under which incentive stock options, non-qualified stock options, stock
appreciation rights, restricted shares and restricted share units may be granted to staff members, consultants and non-
employee directors. Our current practice is to issue new shares, rather than treasury shares, upon stock option exercises,
for restricted share grants and upon vesting of restricted share units. To date, we have only granted non-qualified stock
options, restricted shares and restricted share units of common stock under these plans.
On March 24, 2022, our Board approved an amendment to our The Cheesecake Factory Incorporated Stock
Incentive Plan to increase the number of shares of common stock reserved for grant under the plan to 19.8 million shares
from 17.5 million shares. This amendment was approved by our stockholders at our annual meeting held on May 23,
2022. Approximately 1.4 million of these shares were available for grant as of December 31, 2024.
Stock options generally vest at 20% per year and expire eight to ten years from the date of grant. Restricted
shares and restricted share units generally vest between three to five years from the date of grant and require that the staff
80
member remains employed in good standing with the Company as of the vesting date. Certain restricted share units
granted to executive officers contain performance-based vesting conditions. Performance goals are determined by the
Board of Directors. The quantity of units that will vest ranges from 0% to 150% based on the level of achievement of the
performance conditions. Equity awards for certain executive officers may vest earlier in the event of a change of control
in which the acquirer fails to assume or continue such awards, as defined in the plan, or under certain circumstances
described in such executive officers’ respective employment agreements. Compensation expense is recognized only for
those options, restricted shares and restricted share units expected to vest, with forfeitures estimated based on our
historical experience and future expectations.
The following table presents information related to stock-based compensation, net of forfeitures (in thousands):
Fiscal Year
2024
2023
2022
Labor expenses..................................................................................................
$
11,208
$
9,914
$
9,590
Other operating costs and expenses ..................................................................
398
318
321
General and administrative expenses................................................................
18,356
15,549
14,515
Total stock-based compensation.....................................................................
29,962
25,781
24,426
Income tax benefit.............................................................................................
7,487
6,437
6,026
Total stock-based compensation, net of taxes.................................................
$
22,475
$
19,344
$
18,399
Capitalized stock-based compensation (1)..........................................................
$
240
$
185
$
226
(1) It is our policy to capitalize the portion of stock-based compensation costs for our internal development
department that relates to capitalizable activities such as the design and construction of new restaurants,
remodeling existing locations and equipment installation. Capitalized stock-based compensation is included in
property and equipment, net on the consolidated balance sheets.
Stock Options
The weighted-average fair value at the grant date for options issued during fiscal 2024 and fiscal 2023 were
$12.45 and $15.76 per share, respectively. In fiscal 2024, the fair value of options issued was estimated utilizing the
Black-Scholes valuation model with the following weighted-average assumptions: (a) an expected option term of 6.9
years, (b) expected stock price volatility of 41.9%, (c) a risk-free interest rate of 4.3% and (d) a dividend yield on our
stock of 3.1%. In fiscal 2023, the fair value of options issued was estimated utilizing the Black-Scholes valuation model
with the following weighted-average assumptions: (a) an expected option term of 6.7 years, (b) expected stock price
volatility of 45.2%, (c) a risk-free interest rate of 4.0% and (d) a dividend yield on our stock of 2.7%. We did not issue
any stock options during fiscal 2022.
The expected option term represents the estimated period of time until exercise and is based on historical
experience of similar options, giving consideration to the contractual terms, vesting schedules and expectations of future
staff member behavior. Expected stock price volatility is based on a combination of the historical volatility of our stock
and the implied volatility of actively traded options on our common stock. The risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the time of grant with an equivalent remaining term. The dividend yield is based on
anticipated cash dividend payouts.
81
Stock option activity during fiscal 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 beginning of year .....................
1,550
$
45.75
3.8
$
0
Granted .............................................................
81
$
34.91
Exercised ..........................................................
(308)
$
40.53
Forfeited or cancelled .......................................
(156)
$
50.26
Outstanding at end of year ...............................
1,167
$
45.77
3.1
$
4,163.6
Exercisable at end of year ................................
927
$
47.68
2.2
$
1,995.5
(1) Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal year end and the
exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would
have been received by the option holders, had they all exercised their options on the fiscal year-end date.
The total intrinsic value of options exercised during fiscal 2024 and 2022 was $2.0 million and $4.9 million,
respectively. There were no options exercised during fiscal 2023. As of December 31, 2024, total unrecognized stock-
based compensation expense related to unvested stock options was $1.3 million, which we expect to recognize over a
weighted-average period of approximately 1.9 years.
Restricted Shares and Restricted Share Units
Restricted share and restricted share unit activity during fiscal 2024 was as follows:
Weighted-
Average
Shares
Fair Value
(In thousands)
(Per share)
Outstanding at beginning of year ....................................................................................
2,886
$
40.28
Granted............................................................................................................................
1,017
$
35.95
Vested .............................................................................................................................
(532)
$
46.60
Forfeited..........................................................................................................................
(132)
$
36.75
Outstanding at end of year ..............................................................................................
3,239
$
38.02
Fair value of our restricted shares and restricted share units is based on our closing stock price on the date of
grant. The weighted-average fair value for restricted shares and restricted share units issued during fiscal 2024, 2023 and
2022 was $35.95, $37.73 and $36.84, respectively. The fair value of shares that vested during fiscal 2024, 2023 and 2022
was $24.8 million, $21.8 million and $18.5 million, respectively. As of December 31, 2024, total unrecognized stock-
based compensation expense related to unvested restricted shares and restricted share units was $58.6 million, which we
expect to recognize over a weighted-average period of approximately 2.8 years.
16. Employee Benefit Plans
We have defined contribution benefit plans in accordance with section 401(k) of the Internal Revenue Code
(“401(k) Plans”) that are open to our staff members who meet certain compensation and eligibility requirements.
Participation in the 401(k) Plans is currently open to staff members from our restaurant concepts, bakery facilities,
corporate office and FRC headquarters. The 401(k) Plans allow participating staff members to defer the receipt of a
portion of their compensation and contribute such amount to one or more investment options. Our executive officers and a
select group of management and/or highly compensated staff members are not eligible to participate in the 401(k) Plans.
We currently match in cash a certain percentage of the staff member contributions to the 401(k) Plans and also pay a
portion of the administrative costs. Expense recognized in fiscal 2024, 2023 and 2022 was $2.2 million, $2.3 million and
$2.1 million, respectively.
82
We have also established non-qualified deferred compensation plans (“Non-Qualified Plans”) for our executive
officers and a select group of management and/or highly compensated staff members. The Non-Qualified Plans allow
participating staff members to defer the receipt of a portion of their base compensation and bonuses. Non-employee
directors may also participate in the Non-Qualified Plans and defer the receipt of their earned director fees. We currently
match in cash a certain percentage of the staff member contributions to the Non-Qualified Plans and also pay for the
administrative costs. We do not match any contributions made by non-employee directors. Expense recognized in fiscal
2024, 2023 and 2022 was $1.4 million, $1.3 million and $1.4 million, respectively.
While we are under no obligation to fund Non-Qualified Plan liabilities (in whole or in part), our current practice
is to maintain company-owned life insurance contracts and other investments that are specifically designed to informally
fund savings plans of this nature. These contracts are recorded at their cash surrender value as determined by the
insurance carrier. Our consolidated balance sheets reflect investments in other assets and our obligation to participants in
the Non-Qualified Plans in other noncurrent liabilities. Gains and losses related to our non-qualified deferred
compensation assets and liabilities are reflected in other income, net in our consolidated statements of income.
We maintain self-insured medical and dental benefit plans for our staff members. The accrued liabilities
associated with these programs are based on our estimate of the ultimate costs to settle known claims as well as claims
incurred but not yet reported to us as of the balance sheet date. The accrued liability for our self-insured benefit plans,
which is included in other accrued expenses, was $11.0 million and $11.3 million as of December 31, 2024 and January 2,
2024, respectively. (See Note 1 for further discussion of accounting for our self-insurance liabilities.)
17. Income Taxes
The provision for income taxes consisted of the following (in thousands):
Fiscal Year
2024
2023
2022
Income before income taxes..............................................................................
$ 171,047
$ 100,014
$ 32,892
Income tax provision/(benefit):
Current:
Federal ............................................................................................................
$
10,638
$
7,183
$
3,520
State................................................................................................................
9,688
7,195
4,895
Total current.................................................................................................
20,326
14,378
8,415
Deferred:
Federal ............................................................................................................
(7,542)
(15,329)
(17,733)
State................................................................................................................
1,480
(386)
(913)
Total deferred...............................................................................................
(6,062)
(15,715)
(18,646)
Total provision/(benefit)............................................................................
$
14,264
$
(1,337)
$ (10,231)
The following reconciles the U.S. federal statutory rate to the effective tax rate:
Fiscal Year
2024
2023
2022
U.S. federal statutory rate .................................................................................
21.0 %
21.0 %
21.0 %
State and district income taxes, net of federal benefit.......................................
5.0
5.4
8.9
Credit for FICA taxes paid on tips ....................................................................
(16.3)
(24.9)
(66.4)
Other credits and incentives..............................................................................
(1.0)
(2.2)
(10.7)
Deferred compensation .....................................................................................
(1.6)
(2.4)
9.7
Equity compensation.........................................................................................
1.2
1.5
5.5
Uncertain tax positions......................................................................................
(0.9)
(0.7)
(2.3)
Non-deductible executive compensation ..........................................................
1.0
0.8
2.8
Other .................................................................................................................
(0.1)
0.2
0.4
Effective tax rate...............................................................................................
8.3 %
(1.3)%
(31.1)%
83
Following are the temporary differences that created our deferred tax assets and liabilities (in thousands):
December 31, 2024
January 2, 2024
Deferred tax assets:
Staff member benefits..........................................................................................
$
40,500
$
35,932
Insurance reserves................................................................................................
15,244
14,931
Operating lease liability.......................................................................................
335,034
324,587
Deferred income ..................................................................................................
39,248
38,074
Tax credit carryforwards......................................................................................
79,933
74,004
Goodwill ..............................................................................................................
21,393
22,743
Stock-based compensation...................................................................................
10,788
10,789
State and foreign net operating loss carryforwards..............................................
1,331
1,640
Other....................................................................................................................
867
674
Subtotal .............................................................................................................
544,338
523,374
Less: Valuation allowance.................................................................................
(601)
(1,444)
Total.....................................................................................................................
$
543,737
$
521,930
Deferred tax liabilities:
Property and equipment.......................................................................................
$
(129,504)
$
(121,219)
Prepaid expenses..................................................................................................
(8,435)
(8,933)
Inventory..............................................................................................................
(9,194)
(8,882)
Accrued rent ........................................................................................................
(5,867)
(5,889)
Operating lease asset............................................................................................
(291,991)
(284,244)
Other....................................................................................................................
(896)
(819)
Total.......................................................................................................................
$
(445,887)
$
(429,986)
Net deferred tax asset.............................................................................................
$
97,850
$
91,944
At December 31, 2024 and January 2, 2024, we had $79.8 million and $72.8 million, respectively of U.S. federal
credit carryforwards which begin to expire in 2042 and $0.2 million and $1.6 million, respectively, of state hiring and
investment credits which begin to expire in 2025. At December 31, 2024 and January 2, 2024, we had $1.9 million and
$2.3 million, respectively of foreign net operating loss carryforwards which begin to expire in 2037 and $23.7 million and
$27.4 million, respectively, of state net operating loss carryforwards with statutory carryforward periods ranging from 5
years to no expiration period. The earliest year that a material state net operating loss will expire is 2032.
We assess the available evidence to estimate if these carryforwards and our other deferred tax assets will be
realized. We concluded that a substantial portion of our deferred tax assets are more likely than not to be realized by
reversals of existing taxable temporary differences and that forecasted future taxable income, exclusive of reversing
temporary differences, will result in realization of a substantial portion of the remainder. We did not need to consider tax
planning strategies in this analysis. Based on this evaluation, at December 31, 2024 and January 2, 2024 we carried a
valuation allowance of $0.6 million and $1.4 million, respectively, to reflect the amount that we will likely not realize.
This assessment could change if estimates of future taxable income during the carryforward period are revised. The
earliest tax year still subject to examination by a significant taxing jurisdiction is 2015.
At December 31, 2024, we had a reserve of $3.4 million for uncertain tax positions, all of which would favorably
impact our effective income tax rate if resolved in our favor. A reconciliation of the beginning and ending amount of our
uncertain tax positions is as follows (in thousands):
Fiscal Year
2024
2023
2022
Balance at beginning of year..........................................................................
$
3,847
$
3,787
$
4,799
(Reductions)/additions related to prior year tax positions ...........................
(419)
181
227
Reductions related to current period tax positions.......................................
(32)
(121)
(54)
Reductions related to settlements with taxing authorities............................
—
—
(1,185)
Balance at end of year....................................................................................
$
3,396
$
3,847
$
3,787
84
At December 31, 2024 and January 2, 2024, we had $0.1 million and $1.4 million, respectively, of accrued
interest and penalties related to uncertain tax positions.
18. Segment Information
Our chief operating decision maker (“CODM”) is the Chief Executive Officer, President and Chief Financial
Officer. Our CODM allocates resources and evaluates the performance of each operating segment based on the segment’s
revenue and income/(loss) from operations, comparing actual results to historical and previously forecasted financial
information. Significant expenses are expenses that are regularly provided to the CODM and are include in segment
income/(loss). Our operating segments, are aligned with our strategic priorities and are the businesses for which our
CODM reviews discrete financial information for decision-making purposes, are comprised of The Cheesecake Factory,
North Italia, Flower Child, the other FRC brands and our bakery division. Based on quantitative thresholds set forth in
ASC 280, “Segment Reporting,” The Cheesecake Factory, North Italia and the other FRC brands are the only businesses
that meet the criteria of a reportable operating segment. The remaining operating segments (Flower Child and our bakery
division) along with our businesses that do not qualify as operating segments are combined in Other. Unallocated
corporate expenses, capital expenditures and assets are also combined in Other.
Segment information is presented below (in thousands):
For the fifty-two weeks ended December 31, 2024
The Cheesecake
Factory
North
Restaurants
Italia
Other FRC
Other
Total
Revenues.............................................................
$ 2,661,627
$299,575
$ 299,969
$ 320,528
$ 3,581,699
Costs and expenses:
Food and beverage costs...................................
599,899
69,505
66,665
69,952
806,021
Labor expenses .................................................
913,560
111,082
108,377
131,363
1,264,382
Other operating costs and expenses..................
696,739
82,290
88,672
91,520
959,221
General and administrative expenses................
—
—
—
228,737
228,737
Depreciation and amortization expenses ..........
66,010
9,244
11,389
14,807
101,450
Impairment of assets and lease termination
(income)/expenses ............................................
(1,402)
—
14,893
156
13,647
Acquisition-related contingent consideration,
compensation and amortization expenses.........
—
—
1,262
1,167
2,429
Preopening costs...............................................
7,499
7,409
9,206
3,381
27,495
Total costs and expenses ................................
2,282,305
279,530
300,464
541,083
3,403,382
Income/(loss) from operations ............................
$
379,322
$ 20,045
$
(495) $ (220,555) $
178,317
Capital expenditures............................................
$
65,465
$ 37,811
$ 30,405
$
26,683
$
160,364
Total assets..........................................................
$ 1,545,227
$419,812
$ 420,957
$ 655,764
$ 3,041,760
85
For the fifty-two weeks ended January 2, 2024
The Cheesecake
Factory
North
Restaurants
Italia
Other FRC
Other
Total
Revenues.............................................................
$ 2,595,066
$ 258,878
$ 263,923
$ 321,636
$ 3,439,503
Costs and expenses:
Food and beverage costs...................................
607,439
64,425
59,865
71,771
803,500
Labor expenses .................................................
907,579
93,540
93,840
132,936
1,227,895
Other operating costs and expenses..................
685,521
69,918
72,554
94,435
922,428
General and administrative expenses................
—
—
—
217,449
217,449
Depreciation and amortization expenses ..........
64,206
6,407
7,916
14,607
93,136
Impairment of assets and lease termination
expenses.........................................................
20,401
1,015
2,582
5,466
29,464
Acquisition-related contingent consideration,
compensation and amortization expenses......
—
—
1,262
10,424
11,686
Preopening costs...............................................
12,857
5,058
6,482
982
25,379
Total costs and expenses ................................
2,298,003
240,363
244,501
548,070
3,330,937
Income/(loss) from operations ............................
$
297,063
$ 18,515
$ 19,422
$ (226,434) $
108,566
Capital expenditures............................................
$
80,752
$ 26,882
$ 27,562
$
16,369
$
151,565
Total assets..........................................................
$ 1,571,943
$ 346,810
$ 399,038
$ 522,592
$ 2,840,383
For the fifty-three weeks ended January 3, 2023
The Cheesecake
Factory
Restaurants
North Italia Other FRC
Other
Total
Revenues.............................................................
$ 2,528,043
$ 228,622
$ 237,552
$ 308,939
$ 3,303,156
Costs and expenses:
Food and beverage costs...................................
627,224
59,290
56,132
68,280
810,926
Labor expenses .................................................
915,559
84,692
83,366
128,334
1,211,951
Other operating costs and expenses..................
668,730
60,687
61,703
90,507
881,627
General and administrative expenses................
—
—
—
205,753
205,753
Depreciation and amortization expenses ..........
66,539
5,714
6,231
13,896
92,380
Impairment of assets and lease termination
expenses.........................................................
19,701
—
3,909
7,777
31,387
Acquisition-related contingent consideration,
compensation and amortization expenses......
—
—
1,273
12,095
13,368
Preopening costs...............................................
9,525
4,305
1,361
1,638
16,829
Total costs and expenses ................................
2,307,278
214,688
213,975
528,280
3,264,221
Income/(loss) from operations ............................
$
220,765
$ 13,934
$
23,577
$ (219,341) $
38,935
Capital expenditures............................................
$
65,996
$ 14,818
$
18,895
$
12,755
$
112,464
Total assets..........................................................
$ 1,625,073
$ 306,642
$ 301,618
$ 541,887
$ 2,775,220
19. Subsequent Events
On February 13, 2025, our Board declared a quarterly cash dividend of $0.27 per share to be paid on March 18,
2025 to the stockholders of record of each share of our common stock at the close of business on March 5, 2025.
86
EXHIBIT INDEX
Exhibit
No.
Item
Form
File Number
Incorporated by
Reference from
Exhibit Number
Filed/Furnished
with SEC
2.1
Form of Reorganization Agreement(P)
Amend.
No. 1
to
Form S-1
33-479336
2.1
8/17/92
2.2
Membership Interest Purchase Agreement,
dated as of July 30, 2019, by and among The
Cheesecake Factory Restaurants, Inc., Fox
Restaurant Concepts LLC, the Sellers party
thereto, SWF Posse LLC, as Seller’s
representative, and, solely for limited
purposes set forth therein, The Cheesecake
Factory Incorporated#†
10-Q
000-20574
2.3
11/8/19
2.3
First Amendment to Membership Interest
Purchase Agreement, dated as of October 2,
2019, by and among The Cheesecake Factory
Restaurants, Inc., Fox Restaurant Concepts
LLC, and SWF Posse LLC, as Seller’s
representative#
10-Q
000-20574
2.4
11/8/19
2.4
Second Amendment to Membership Interest
Purchase Agreement, dated as of June 1,
2021, by and among The Cheesecake Factory
Restaurants, Inc., Fox Restaurant Concepts
LLC, and SWF Posse LLC, as Seller’s
representative#†
10-Q
000-20574
2.1
8/4/21
2.5
Third Amendment to Membership Interest
Purchase Agreement, dated as of January 7,
2022, by and among The Cheesecake Factory
Restaurants, Inc., Fox Restaurant Concepts
LLC, and SWF Posse LLC, as Seller’s
representative#†
10-K
000-20574
2.7
2/22/22
3.1
Restated Certificate of Incorporation of The
Cheesecake Factory Incorporated
8-K
000-20574
3.1
6/4/24
3.2
Bylaws of The Cheesecake Factory
Incorporated (Amended and Restated on
October 26, 2022)
8-K
000-20574
3.1
11/01/22
3.3
Certificate of Elimination of Series A Junior
Participating Cumulative Preferred Stock of
The Cheesecake Factory Incorporated
10-Q
000-20574
3.1
8/6/18
3.4
Certificate of Designations of The
Cheesecake Factory Incorporated, dated
April 20, 2020
8-K
000-20574
3.1
4/20/20
4.1
Description of The Cheesecake Factory
Incorporated’s Securities Registered Pursuant
to Section 12 of the Securities Exchange Act
10-K
000-20574
4.1
3/11/20
87
Exhibit
No.
Item
Form
File Number
Incorporated by
Reference from
Exhibit Number
Filed/Furnished
with SEC
4.2
Indenture, dated as of June 15, 2021, between
The Cheesecake Factory Incorporated and
U.S. Bank National Association, as trustee
8-K
000-20574
4.1
6/15/21
4.3
First Supplemental Indenture, dated as of
June 15, 2021, between The Cheesecake
Factory Incorporated and U.S. Bank National
Association, as trustee
8-K
000-20574
4.2
6/15/21
4.4
Form of certificate representing the 0.375%
Convertible Senior Notes due 2026 (included
as Exhibit A to Exhibit 4.3)
8-K
000-20574
4.2
6/15/21
10.1
Amended and Restated Employment
Agreement, effective as of April 5, 2023,
between The Cheesecake Factory
Incorporated and David M. Overton*
8-K
000-20574
10.1
8/7/23
10.2
Employment Agreement, effective as of
March 3, 2016, between The Cheesecake
Factory Incorporated and David M. Gordon*
10-K
000-20574
10.6
3/2/17
10.3
Employment Agreement, effective as of
July 7, 2017, between The Cheesecake
Factory Incorporated and Matthew E. Clark*
8-K
000-25074
99.1
6/13/17
10.4
Employment Agreement, effective as of
May 14, 2018, between The Cheesecake
Factory Incorporated and Scarlett May*
10-Q
000-25074
10.10
5/11/18
10.5
Employment Agreement, effective as of
February 13, 2019, between The Cheesecake
Factory Incorporated and Keith T. Carango*
10-K
000-20574
10.8
3/4/19
10.6.1 Amended and Restated The Cheesecake
Factory Incorporated Executive Savings
Plan*
10-K
000-25074
10.20
3/2/17
10.6.2 First Amendment to The Cheesecake Factory
Incorporated Executive Savings Plan as
amended and restated November 7, 2016*
10-K
000-25074
10.11.1
2/28/18
10.7.1
Form of Indemnification Agreement*
8-K
000-25074
99.1
12/14/07
10.8.1 Inducement Agreement dated as of July 27,
2005
8-K
000-25074
99.3
8/2/05
10.8.2 First Amendment to Inducement Agreement
dated as of March 1, 2010
10-K
000-25074
10.36
2/23/11
10.8.3 Second Amendment to Inducement
Agreement dated as of May 7, 2015
10-K
000-25704
10.24
3/2/17
10.9.1 The Cheesecake Factory Incorporated 2010
Stock Incentive Plan as amended April 7,
2011*
DEF 14A
000-20574
Appendix A
4/21/11
88
Exhibit
No.
Item
Form
File Number
Incorporated by
Reference from
Exhibit Number
Filed/Furnished
with SEC
10.9.2 The Cheesecake Factory Incorporated 2010
Stock Incentive Plan as amended effective as
of February 27, 2013*
DEF 14A
000-20574
Appendix A
04/19/13
10.9.3 The Cheesecake Factory Incorporated 2010
Stock Incentive Plan as amended April 3,
2014*
DEF 14A
000-20574
Appendix A
4/17/14
10.9.4 The Cheesecake Factory Incorporated 2010
Stock Incentive Plan as amended May 28,
2015*
DEF 14A
000-20574
Appendix A
4/17/15
10.9.5 The Cheesecake Factory Incorporated 2010
Stock Incentive Plan as amended April 5,
2017*
DEF 14A
000-20574
Appendix A
4/25/17
10.10 Form of Grant Agreement for Executive
Officers under 2010 Stock Incentive Plan*
10-Q
000-20574
10.1
11/4/10
10.11 Form of Grant Agreement for Executive
Officers under the 2010 Stock Incentive Plan,
for equity grants made after August 2, 2012*
10-Q
000-20574
10.1
8/10/12
10.12 Form of Notice of Stock Option Grant and
Agreement and/or Restricted Stock Grant
Agreement for Executive Officers under the
2010 Stock Incentive Plan, for equity grants
made after March 6, 2014*
8-K
000-20574
99.1
3/7/14
10.13 Form of Notice of Grant and Stock Option
Agreement and/or Stock Unit Agreement
under the 2010 Stock Incentive Plan, for
equity grants made after March 3, 2016*
8-K
000-20574
99.2
3/4/16
10.14.1 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement for MEP I under the 2010 Stock
Incentive Plan, for equity grants made after
February 15, 2018*
10-K
000-25074
10.24.1
2/28/18
10.14.2 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement for MEP II under the 2010 Stock
Incentive Plan, for equity grants made after
February 15, 2018*
10-K
000-25074
10.24.2
2/28/18
10.14.3 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement for MEP III under the 2010 Stock
Incentive Plan, for equity grants made after
February 15, 2018*
10-K
000-25074
10.24.3
2/28/18
10.14.4 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement for MEP IV under the 2010 Stock
Incentive Plan, for equity grants made after
February 15, 2018*
10-K
000-25074
10.24.4
2/28/18
89
Exhibit
No.
Item
Form
File Number
Incorporated by
Reference from
Exhibit Number
Filed/Furnished
with SEC
10.14.5 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement for MEP V under the 2010 Stock
Incentive Plan, for equity grants made after
February 15, 2018*
10-K
000-25074
10.24.5
2/28/18
10.14.6 Form of Standard Notice of Grant and
Restricted Share Agreement I under the 2010
Stock Incentive Plan, for equity grants made
after February 15, 2018*
10-K
000-25074
10.24.6
2/28/18
10.14.7 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement for Senior Executive under the
2010 Stock Incentive Plan, for equity grants
made after February 15, 2018*
8-K
000-20574
99.3
2/21/18
10.14.8 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement under the 2010 Stock Incentive
Plan, for equity grants made on or after
February 13, 2019*
10-Q
000-20574
10.2
5/6/19
10.15.1 The Cheesecake Factory Incorporated Stock
Incentive Plan*
8-K
000-20574
10.1
6/5/19
10.15.2 The Cheesecake Factory Incorporated Stock
Incentive Plan, as amended March 24, 2022*
8-K
000-20574
10.1
5/23/22
10.15.3 Form of Notice of Grant and Stock Unit
Grant Agreement for Directors under The
Cheesecake Factory Incorporated Stock
Incentive Plan*
10-Q
000-20574
10.1
6/22/20
10.15.4 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement for Executive Officers under The
Cheesecake Factory Incorporated Stock
Incentive Plan*
—
—
—
Filed
herewith
10.15.5 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement under The Cheesecake Factory
Incorporated Stock Incentive Plan*
—
—
—
Filed
herewith
10.15.6 Form of Notice of Grant and Restricted Share
Agreement for MEP I under The Cheesecake
Factory Incorporated Stock Incentive Plan*
10-K
000-20574
10.15.5
2/22/22
10.16 2015 Amended and Restated Performance
Incentive Plan (Amended and Restated on
September 2, 2020)*
8-K
000-20574
10.1
9/8/20
90
Exhibit
No.
Item
Form
File Number
Incorporated by
Reference from
Exhibit Number
Filed/Furnished
with SEC
10.17 Registration Rights Agreement, dated April
20, 2020, by and between The Cheesecake
Factory Incorporated and RC Cake Holdings
LLC
8-K
000-20574
10.2
4/20/20
10.18 Form of Notice of Grant and Stock Option
Agreement and/or Restricted Share
Agreement for Executive Officers under The
Cheesecake Factory Incorporated Stock
Incentive Plan
10-Q
000-20574
10.02
5/3/21
10.19 Fourth Amended and Restated Loan
Agreement, with JPMorgan Chase Bank,
National Association dated as of October 6,
2022
10-Q
000-20574
10.1
11/02/22
19.1
The Registrant’s Special Trading Policy and
Procedures
—
—
—
Filed
herewith
21.1
List of Subsidiaries
—
—
—
Filed
herewith
23.1
Consent of Independent Registered Public
Accounting Firm — KPMG LLP
—
—
—
Filed
herewith
31.1
Rule 13a-14(a)/15d-14(a) Certification of the
Principal Executive Officer
—
—
—
Filed
herewith
31.2
Rule 13a-14(a)/15d-14(a) Certification of the
Principal Financial Officer
—
—
—
Filed
herewith
32.1
Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002 for Principal Executive Officer
—
—
—
Furnished
herewith
32.2
Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002 for Principal Financial Officer
—
—
—
Furnished
herewith
97.1
The Registrant’s Policy for Recover of
Erroneously Awarded Compensation
10-K
000-20574
97.1
2/26/24
91
Exhibit
No.
Item
Form
File Number
Incorporated by
Reference from
Exhibit Number
Filed/Furnished
with SEC
101.1 The following materials from The
Cheesecake Factory Incorporated’s Annual
Report on Form 10-K for the year ended
December 31, 2024, formatted in Inline
eXtensible Business Reporting Language
(iXBRL): (i) consolidated balance sheets, (ii)
consolidated statements of income, (iii)
consolidated statements of comprehensive
income, (iv) consolidated statement of
stockholders’ equity, (v) consolidated
statements of cash flows, and (vi) the notes to
the consolidated financial statements
—
—
—
Filed
herewith
104.1 The cover page of The Cheesecake Factory
Incorporated’s Annual Report on Form 10-K
for the year ended December 31, 2024,
formatted in iXBRL (included with Exhibit
101.1)
—
—
—
Filed
herewith
* Management contract or compensatory plan or arrangement required to be filed as an exhibit.
# The schedules (or similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of
Regulation S-K. The Company will furnish copies of any such schedules or similar attachments to the SEC upon
request.
† Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii)
would be competitively harmful if publicly disclosed.
(P) This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of Regulation S-K.
92
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 24th day of
February, 2025.
THE CHEESECAKE FACTORY INCORPORATED
/s/ DAVID OVERTON
By:
David Overton
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
93
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints David Overton and Matthew E. Clark, and each of them, as his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ DAVID OVERTON
Chairman of the Board and
February 24, 2025
David Overton
Chief Executive Officer
(Principal Executive Officer)
/s/ MATTHEW E. CLARK
Executive Vice President and
February 24, 2025
Matthew E. Clark
Chief Financial Officer
(Principal Financial Officer)
/s/ ASHLEY W. HANSCOM
Vice President, Controller
February 24, 2025
Ashley W. Hanscom
(Principal Accounting Officer)
/s/ EDIE A. AMES
Director
February 24, 2025
Edie A. Ames
/s/ ALEXANDER L. CAPPELLO
Director
February 24, 2025
Alexander L. Cappello
/s/ KHANH COLLINS
Director
February 24, 2025
Khanh Collins
/s/ ADAM S. GORDON
Director
February 24, 2025
Adam S. Gordon
/s/ JEROME I. KRANSDORF
Director
February 24, 2025
Jerome I. Kransdorf
/s/ JANICE MEYER
Director
February 24, 2025
Janice Meyer
/s/ DAVID B. PITTAWAY
Director
February 24, 2025
David B. Pittaway
DIRECTORS AND OFFICERS
BOARD OF DIRECTORS
David Overton
Chairman of the Board and Chief
Executive Officer
The Cheesecake Factory Incorporated
Edie A. Ames
Chief Executive Officer
Bluestone Lane
Alexander L. Cappello
Chairman and Chief Executive Officer
Cappello Global, LLC
Khanh Collins
Chief Executive Officer
Sustainable Restaurant Group
Adam S. Gordon
Managing Director
Gordon Property Group
Jerome I. Kransdorf
President Emeritus
JaK Direct
Janice L. Meyer
Co-Founder and Managing Partner
Rellevant Partners
David B. Pittaway
Vice Chairman, Senior Managing Director,
Senior Vice President, Secretary and Chief
Compliance Officer
Castle Harlan, Inc.
EXECUTIVE OFFICERS
David Overton
Chairman of the Board and Chief
Executive Officer
David M. Gordon
President
Matthew E. Clark
Executive Vice President and Chief
Financial Officer
Scarlett May
Executive Vice President, General Counsel,
and Secretary
Keith T. Carango
President – Bakery Division
SHAREHOLDER INFORMATION
INDEPENDENT ACCOUNTANTS
KPMG LLP
Los Angeles, California
TRANSFER AGENT, REGISTRAR AND
DIVIDEND PAYMENTS
Computershare Shareholder Services
P.O. Box 505005
Louisville, KY 40233-5005
(800) 962-4284
INQUIRIES
Communications regarding lost certificates
and name and address changes should be
directed to our Transfer Agent. Other
investor inquiries should be directed to:
Etienne Marcus
Vice President, Finance and Investor
Relations
The Cheesecake Factory Incorporated
26901 Malibu Hills Road
Calabasas Hills, CA 91301
(818) 871-3000
Website
To learn more about our Company, please
visit
www.thecheesecakefactory.com
www.northitalia.com
www.iamaflowerchild.com
www.foxrc.com
The content of our websites is not
incorporated by reference into this
Annual Report.
26901 MALIBU HILLS ROAD
CALABASAS HILLS, CA 91301
WWW.THECHEESECAKEFACTORY.COM