a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 11, 2016
THE CHEESECAKE FACTORY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware |
0-20574 |
51-0340466 |
(State or other jurisdiction
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(Commission File Number) |
(IRS Employer Identification
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26901 Malibu Hills Road
Calabasas Hills, California 91301
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(818) 871-3000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The following information is intended to be furnished under Item 2.02 of Form 8-K, Results of Operations and Financial Condition. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
In a press release dated February 16, 2016, The Cheesecake Factory Incorporated (the Company) announced financial results for the Companys fourth quarter of fiscal 2015, which ended on December 29, 2015. The full text of the press release is furnished as Exhibit 99.1 to this Report and is incorporated by reference into this Item 2.02.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Fourth Amendment to Employment Agreement with David Overton .
On February 11, 2016, the Company and David Overton (Employee), the Companys Chairman of the Board and Chief Executive Officer, entered into a Fourth Amendment to Employment Agreement (the Fourth Amendment), which amendment extends the term of the Employment Agreement, dated June 30, 2009 as amended on February 29, 2012, November 11, 2013 and April 2, 2015, between the Company and Employee (the Employment Agreement) to April 1, 2017. Any further extension of the term of the Employment Agreement, as amended by the Fourth Amendment, shall be by the mutual agreement of the Company and the Employee.
Except as modified by the Fourth Amendment, all other terms and conditions of the Employment Agreement remain unmodified and in full force and effect. The full text of the Fourth Amendment is attached as Exhibit 99.2 to this Report and is hereby incorporated by reference herein.
Performance Incentive Plan Payments for Fiscal 2015.
On February 11, 2016, the Compensation Committee of the Board of Directors of the Company (the Board) approved the payment of the following performance achievement awards (Awards) for fiscal 2015 to certain executive officers of the Company under the Companys 2010 Amended and Restated Annual Performance Incentive Plan, the material terms of which plan were approved by the Companys stockholders on June 2, 2010, as follows:
Name |
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Amount of Award |
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Award as a
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David Overton |
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$1,203,950 |
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121.00% |
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Chairman and Chief Executive Officer |
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David M. Gordon |
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$446,769 |
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82.5% |
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President |
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W. Douglas Benn |
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$355,348 |
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71.5% |
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Executive Vice President and Chief Financial Officer |
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Debby R. Zurzolo |
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$331,815 |
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71.5% |
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Executive Vice President, General Counsel and Secretary |
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Max S. Byfuglin |
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$309,746 |
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75.6% |
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President, The Cheesecake Factory Bakery Incorporated |
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(1) Effective salary is the actual salary earned by the executive officer during fiscal year 2015 and reflects salary adjustments made prior to 90 days from the commencement of the 2015 fiscal year.
Performance Incentive Plan for Fiscal 2016 . On February 11, 2016, the Compensation Committee of the Board also approved performance incentive targets and objectives for fiscal 2016 under the 2015 Amended and Restated Performance Incentive Plan, which plan was approved by the Board on April 2, 2015 (the 2015 Performance Incentive Plan). For fiscal 2016, except for Mr. Byfuglin, President of the bakery division of the Company, 75% of each Award will be based upon achievement of a Company consolidated operating income objective and 25% of each Award will be based on achievement of both a Company threshold consolidated operating income objective and additional strategic objectives. For Mr. Byfuglin, 50% of his Award will be based on achievement of a bakery division operating income objective, 25% of his Award will be based on achievement of a Company consolidated operating income objective, and 25% of his Award will be based on achievement of both a bakery division threshold operating income objective and additional strategic objectives related to the bakery operations. Each of the performance incentive objectives was selected from a list of performance incentive objectives under the 2015 Performance Incentive Plan, the material terms of which Plan were approved by the Companys stockholders at the May 28, 2015 annual meeting of stockholders.
Executives participating in the 2015 Performance Incentive Plan for fiscal 2016 will have an opportunity to earn an Award ranging from 0% to 175% of a performance incentive target range, calculated as a percentage of salary. Payment of Awards is subject to the Companys ability to accrue for such Awards and to the Compensation Committees determination that the specified strategic and operational objectives were satisfied. The performance incentive target as a percentage of base salary payable to each executive officer (if achieved at 100% of the established goals), and the maximum Award as a percentage of base salary payable to each executive officer (if achieved at the maximum level exceeding 100% of the established goals), under the 2015 Performance Incentive Plan for fiscal 2016, are as follows:
Name |
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Performance
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Maximum Potential Award as
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David M. Overton |
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110 |
% |
192.50 |
% |
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David M. Gordon |
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75 |
% |
131.25 |
% |
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W. Douglas Benn |
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65 |
% |
113.75 |
% |
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Debby R. Zurzolo |
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65 |
% |
113.75 |
% |
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Max S. Byfuglin |
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65 |
% |
113.75 |
% |
Awards which may be made for fiscal 2016 will be calculated under the foregoing formulae based upon the executive officers base salary actually earned for fiscal 2016, and therefore will take into account any adjustments to base salary for fiscal 2016 made prior to 90 days from the commencement of our fiscal year. The maximum Award payable in any fiscal year to an executive officer under the 2015 Performance Incentive Plan is $2.5 million, and therefore the maximum potential award that can be paid under the foregoing performance incentive arrangements to any executive officer for fiscal 2016 will be the lesser of (i) $2.5 million or (ii) the product of the maximum potential award percentage shown in the above table multiplied by the executive officers earned base salary for fiscal 2016.
There is no assurance that the Company will achieve the performance incentive targets and objectives established by the Compensation Committee of the Board in any fiscal year.
ITEM 8.01 OTHER EVENTS.
On February 11, 2016, the Board of Directors (the Board) of the Company declared a quarterly cash dividend to its stockholders. A dividend of $0.20 per share on the Companys common Stock will be paid on March 14, 2016 to shareholders of record at the close of business on March 1, 2016. Future dividends, if any, will be subject to Board approval. On February 16, 2016, the Company included in its press release, described in Item 2.02 above, and furnished as Exhibit 99.1 hereto an announcement of the declaration of the dividend.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) |
Exhibits |
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99.1 Furnished |
Press release dated February 16, 2016 entitled, The Cheesecake Factory Reports Results for Fourth Quarter of Fiscal 2015 |
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99.2 |
Fourth Amendment to Employment Agreement dated February 11, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 16, 2016 |
THE CHEESECAKE FACTORY INCORPORATED |
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By: |
/s/ W. Douglas Benn |
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W. Douglas Benn |
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Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE |
Contact: W. Douglas Benn |
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(818) 871-3000 |
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investorrelations@thecheesecakefactory.com |
THE CHEESECAKE FACTORY REPORTS RESULTS FOR
FOURTH QUARTER OF FISCAL 2015
Calabasas Hills, CA February 16, 2016 The Cheesecake Factory Incorporated (NASDAQ: CAKE) today reported financial results for the fourth quarter of fiscal 2015, which ended on December 29, 2015.
Total revenues were $526.8 million in the fourth quarter of fiscal 2015 as compared to $499.7 million in the prior year fourth quarter. Net income and diluted net income per share were $27.2 million and $0.54, respectively, in the fourth quarter of fiscal 2015.
Operating Results
Comparable restaurant sales at The Cheesecake Factory restaurants increased 1.1% in the fourth quarter of fiscal 2015.
The fourth quarter of 2015 marks the completion of our sixth consecutive year of delivering positive comparable sales every quarter, and a continuation of our outperformance relative to the casual dining industry, said David Overton, Chief Executive Officer.
We achieved a number of important milestones in 2015. We expanded our business and now operate 200 restaurants across three concepts. In addition, our international presence grew to 11 locations in operation under licensing agreements. We recorded over $2 billion in revenues for the first time, moved another step forward towards improving our operating margin, and grew adjusted earnings per share by 20%. Overall, we successfully accomplished our commitment to increasing shareholder returns in 2015 while also remaining focused on quality growth for the future, concluded Overton.
Development
The Company opened six The Cheesecake Factory restaurants during the fourth quarter of fiscal 2015, meeting its objective to open as many as 11 Company-owned restaurants domestically in fiscal 2015.
Internationally, two The Cheesecake Factory restaurants opened in the Middle East in the fourth quarter of fiscal 2015, for a total of three locations opened under licensing agreements in the Middle East and Mexico during the year, as expected.
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
In fiscal 2016, the Company continues to expect to open as many as eight Company-owned restaurants domestically. Internationally, the Company expects as many as four to five restaurants to open under licensing agreements.
Capital Allocation
In fiscal 2015, the Company repurchased 2.1 million shares of its common stock at a cost of $104.8 million, including approximately 350,000 shares repurchased in the fourth quarter at a cost of $17.3 million. In total, the Company returned $140.7 million in cash to shareholders in fiscal 2015 through share repurchases and dividends.
The Companys Board of Directors declared a quarterly cash dividend of $0.20 per share on the Companys common stock, payable on March 14, 2016 to shareholders of record at the close of business on March 1, 2016.
For fiscal 2016, the Company continues to expect that it will return substantially all its free cash flow to shareholders in the form of share repurchases and dividends.
Financial Reporting Dates for Fiscal 2016
The Company plans to announce quarterly financial results and hold conference calls to discuss its results for the first three quarters of fiscal 2016 as outlined below. The earnings press releases will be issued at approximately 1:15 p.m. Pacific Time and the conference calls will follow at 2:00 p.m. Pacific Time on the same day. Dates and times could be subject to change.
Quarter Ending |
Earnings Release and Conference Call Dates |
March 29, 2016 |
April 26, 2016 |
June 28, 2016 |
July 26, 2016 |
September 27, 2016 |
October 25, 2016 |
Conference Call and Webcast
The Company will hold a conference call to review its results for the fourth quarter of fiscal 2015 today at 2:00 p.m. Pacific Time. The conference call will be webcast live on the Companys website at investors.thecheesecakefactory.com and a replay of the webcast will be available through March 16, 2016.
About The Cheesecake Factory Incorporated
The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept. The Company, through its subsidiaries, owns and operates 200 full-service, casual dining restaurants throughout the U.S.A. and Puerto Rico, including 187 restaurants under The Cheesecake Factory® mark; 12 restaurants under the Grand Lux Cafe® mark; and one restaurant under the RockSugar Pan Asian Kitchen® mark. Internationally, 11 The Cheesecake Factory® restaurants operate under licensing agreements. The Companys bakery division operates two bakery production facilities, in Calabasas Hills, CA and Rocky Mount, NC, that produce quality cheesecakes and other baked products for its restaurants, international licensees and third-party bakery customers. In 2015, the Company was named to the FORTUNE Magazine 100 Best Companies to Work For® list for the second consecutive year. To learn more about the Company, visit www.thecheesecakefactory.com .
FORTUNE and 100 Best Companies to Work For® are registered trademarks of Time Inc. and are used under license. From FORTUNE Magazine, March 15, 2015 ©2015 Time Inc. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, The Cheesecake Factory Incorporated.
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, including uncertainties related to the Companys ability to: consistently deliver dependable comparable sales results over a sustained period of time; outperform the casual dining industry; leverage sales increases and manage flow through; expand its operating margin and deliver earnings per share growth; open new restaurants that perform well; utilize capital effectively and continue to repurchase its common stock; realize opportunities for growth both domestically and internationally; continue to generate high levels of cash; and increase shareholder value. In addition, forward-looking statements made in the press release include uncertainties related to: factors outside of the Companys control that impact consumer confidence and spending; current and future macroeconomic conditions; acceptance and success of The Cheesecake Factory in international markets; changes in unemployment and wage rates; the economic health of the Companys landlords and other tenants in retail centers in which its restaurants are located; the economic health of suppliers, licensees, vendors and other third parties providing goods or services to the Company; adverse weather conditions in regions in which the Companys restaurants are located; factors that are under the control of government agencies, landlords and other third parties; and other risks and uncertainties detailed from time to time in the Companys filings with the Securities and Exchange Commission (SEC), as set forth below. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. Forward-looking statements speak only as of the dates on which they are made and the Company undertakes 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 securities laws. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Companys latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC, which are available at www.sec.gov.
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
The Cheesecake Factory Incorporated and Subsidiaries
Consolidated Financial Statements
(unaudited; in thousands, except per share and statistical data)
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13 Weeks Ended |
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13 Weeks Ended |
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52 Weeks Ended |
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52 Weeks Ended |
||||||||||||
Consolidated Statements of Operations |
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December 29, 2015 |
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December 30, 2014 |
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December 29, 2015 |
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December 30, 2014 |
||||||||||||
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Amounts |
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Percent of
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Amounts |
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Percent of
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Amounts |
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Percent of
|
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Amounts |
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Percent of
|
||||
Revenues |
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$ |
526,841 |
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100.0% |
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$ |
499,673 |
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100.0% |
|
$ |
2,100,609 |
|
100.0% |
|
$ |
1,976,624 |
|
100.0% |
Costs and expenses: |
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|
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||||
Cost of sales |
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125,191 |
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23.8% |
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126,249 |
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25.3% |
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504,031 |
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24.0% |
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490,306 |
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24.9% |
||||
Labor expenses |
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173,053 |
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32.8% |
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162,596 |
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32.5% |
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684,818 |
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32.6% |
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646,102 |
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32.7% |
||||
Other operating costs and expenses |
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125,103 |
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23.7% |
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120,199 |
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24.1% |
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500,640 |
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23.8% |
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478,504 |
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24.2% |
||||
General and administrative expenses |
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35,705 |
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6.8% |
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29,169 |
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5.8% |
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137,402 |
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6.5% |
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119,094 |
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6.0% |
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Depreciation and amortization expenses |
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21,911 |
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4.2% |
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21,120 |
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4.2% |
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85,563 |
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4.1% |
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82,835 |
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4.2% |
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Impairment of assets and lease terminations |
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0.0% |
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0.0% |
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6,011 |
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0.3% |
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696 |
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0.0% |
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Preopening costs |
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7,083 |
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1.3% |
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5,548 |
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1.1% |
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16,898 |
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0.8% |
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14,356 |
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0.7% |
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Total costs and expenses |
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488,046 |
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92.6% |
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464,881 |
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93.0% |
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1,935,363 |
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92.1% |
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1,831,893 |
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92.7% |
||||
Income from operations |
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38,795 |
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7.4% |
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34,792 |
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7.0% |
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165,246 |
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7.9% |
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144,731 |
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7.3% |
||||
Interest and other expense, net |
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(1,845) |
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(0.4)% |
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(1,871) |
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(0.4)% |
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(5,894) |
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(0.3)% |
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(6,187) |
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(0.3)% |
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Income before income taxes |
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36,950 |
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7.0% |
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32,921 |
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6.6% |
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159,352 |
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7.6% |
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138,544 |
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7.0% |
||||
Income tax provision |
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9,750 |
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1.8% |
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8,435 |
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1.7% |
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42,829 |
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2.1% |
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37,268 |
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1.9% |
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Net income |
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$ |
27,200 |
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5.2% |
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$ |
24,486 |
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4.9% |
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$ |
116,523 |
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5.5% |
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$ |
101,276 |
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5.1% |
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Basic net income per share |
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$ |
0.56 |
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$ |
0.50 |
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$ |
2.39 |
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$ |
2.04 |
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Basic weighted average shares outstanding |
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48,808 |
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49,198 |
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48,833 |
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49,567 |
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Diluted net income per share |
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$ |
0.54 |
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$ |
0.48 |
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$ |
2.30 |
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$ |
1.96 |
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Diluted weighted average shares outstanding |
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50,470 |
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51,207 |
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50,605 |
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51,584 |
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Selected Segment Information |
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Revenues: |
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|
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||||
The Cheesecake Factory restaurants |
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$ |
476,580 |
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$ |
450,465 |
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$ |
1,913,758 |
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$ |
1,792,796 |
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Other |
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50,261 |
|
|
|
49,208 |
|
|
|
186,851 |
|
|
|
183,828 |
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||||
|
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$ |
526,841 |
|
|
|
$ |
499,673 |
|
|
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$ |
2,100,609 |
|
|
|
$ |
1,976,624 |
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Income/(loss) from operations: |
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|
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||||
The Cheesecake Factory restaurants |
|
$ |
64,220 |
|
|
|
$ |
58,524 |
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|
|
$ |
275,686 |
|
|
|
$ |
240,774 |
|
|
Other |
|
7,446 |
|
|
|
3,550 |
|
|
|
18,047 |
|
|
|
14,983 |
|
|
||||
Corporate |
|
(32,871) |
|
|
|
(27,282) |
|
|
|
(128,487) |
|
|
|
(111,026) |
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|
||||
|
|
$ |
38,795 |
|
|
|
$ |
34,792 |
|
|
|
$ |
165,246 |
|
|
|
$ |
144,731 |
|
|
Selected Consolidated Balance Sheet Information |
|
December 29, 2015 |
|
December 30, 2014 |
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|
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Cash and cash equivalents |
|
$ 43,854 |
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$ 58,018 |
|
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Total assets |
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1,233,346 |
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1,161,376 |
|
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Total liabilities |
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644,807 |
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604,866 |
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Stockholders equity |
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588,539 |
|
556,510 |
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|
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13 Weeks Ended |
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13 Weeks Ended |
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52 Weeks Ended |
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52 Weeks Ended |
Supplemental Information |
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December 29, 2015 |
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December 30, 2014 |
|
December 29, 2015 |
|
December 30, 2014 |
The Cheesecake Factory comparable restaurant sales |
|
1.1% |
|
1.4% |
|
2.6% |
|
1.5% |
Restaurants opened during period |
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6 |
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5 |
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11 |
|
10 |
Restaurants open at period-end |
|
200 |
|
189 |
|
200 |
|
189 |
Restaurant operating weeks |
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2,563 |
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2,425 |
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9,991 |
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9,510 |
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
Reconciliation of Non-GAAP Results to GAAP Results
In addition to the results provided in accordance with Generally Accepted Accounting Principles (GAAP) in this press release, the Company is providing non-GAAP measurements which present net income and diluted net income per share excluding the impact of certain items.
The non-GAAP measurements are intended to supplement the presentation of the Companys financial results in accordance with GAAP. The Company believes that the presentation of these items provides additional information to facilitate the comparison of past and present financial results.
|
13 Weeks Ended |
|
13 Weeks Ended |
|
52 Weeks Ended |
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52 Weeks Ended |
||||
|
December 29, 2015 |
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December 30, 2014 |
|
December 29, 2015 |
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December 30, 2014 |
||||
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(unaudited; in thousands, except per share data) |
||||||||||
Net income (GAAP) |
$ |
27,200 |
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$ |
24,486 |
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$ |
116,523 |
|
$ |
101,276 |
After-tax impact from: |
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|
|
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||||
- Impairment of assets and lease terminations (1) |
- |
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- |
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3,607 |
|
418 |
||||
Adjusted net income (non-GAAP) |
$ |
27,200 |
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$ |
24,486 |
|
$ |
120,130 |
|
$ |
101,694 |
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|
|
|
|
|
|
|
||||
Diluted net income per share (GAAP) |
$ |
0.54 |
|
$ |
0.48 |
|
$ |
2.30 |
|
$ |
1.96 |
After-tax impact from: |
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|
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|
||||
- Impairment of assets and lease terminations |
- |
|
- |
|
0.07 |
|
0.01 |
||||
Adjusted diluted net income per share (non-GAAP) |
$ |
0.54 |
|
$ |
0.48 |
|
$ |
2.37 |
|
$ |
1.97 |
(1) The pre-tax amounts associated with these items in fiscal 2015 and 2014 were $6,011 and $696, and were recorded in impairment of assets and lease terminations.
###
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
EXHIBIT 99.2
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (the Amendment ) is entered into as of February 11, 2016, between THE CHEESECAKE FACTORY INCORPORATED (the Company ) and DAVID M. OVERTON ( Executive ).
WHEREAS, the Company and Executive previously entered into an Employment Agreement dated June 30, 2009, as amended February 29, 2012, November 11, 2013 and April 2, 2015 (collectively, the Employment Agreement ); and
WHEREAS, the Compensation Committee of the Board of Directors of the Company has recommended to the Board of Directors of the Company (Board) that the Company enter into this Amendment with Employee; and
WHEREAS, the Board, after review, has determined that it is in the best interests of the Company and its shareholders to enter into this Amendment;
WHEREAS, the parties now desire to enter into this Amendment to extend the term of the Employment Agreement until April 1, 2017; and
WHEREAS, except as set forth herein, all of the terms and conditions for the employment relationship of the Employee with the Company shall remain as set forth in the Employment Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Company and the Employee hereby agree as follows:
1. Section 2 is hereby amended to read as follows:
2. Term . The Term of this Agreement or Term shall continue until April 1, 2017. Any further extension of the Term of this Agreement or Term shall be by the mutual agreement of the Company and the Employee.
2. The Employment Agreement except as herein amended, shall otherwise remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment on the date indicated next to their signatures below.
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COMPANY: |
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THE CHEESECAKE FACTORY |
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INCORPORATED, |
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a Delaware corporation |
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February 11, 2016 |
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By: |
/s/ Debby Zurzolo |
Dated |
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DEBBY ZURZOLO, |
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Executive Vice President, Secretary and |
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General Counsel |
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EMPLOYEE: |
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February 11, 2016 |
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/s/ David Overton |
Dated |
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DAVID OVERTON |