UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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):

November 10, 2016

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

0-20574

 

51-0340466

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer 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

 

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 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

 

On November 10, 2016, The Cheesecake Factory Incorporated (the “Company”) entered into Amendment No. 1 to Second Amended and Restated Loan Agreement dated as of November 10, 2016 (the “Amendment”), which amends the Second Amended and Restated Loan Agreement dated as of December 22, 2015 (the “Credit Facility”), with JPMorgan Chase Bank, National Association, as administrative agent, to facilitate the transactions described in Item 7.01 below. A copy of the Amendment is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Also, on November 10, 2016, the Company elected to cause TCF California Holding Company (“TCF”), a wholly owned subsidiary of the Company, to become a guarantor under the Credit Facility, pursuant to a Joinder to Guaranty dated as of November 10, 2016. A copy of such Joinder to Guaranty is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

 

ITEM 2.03     CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

The disclosure set forth above in Item 1.01 is incorporated by reference into this Item 2.03.

 

ITEM 7.01     REGULATION FD DISCLOSURE.

 

In a press release dated November 14, 2016, the Company announced that it has entered into agreements with two subsidiaries of Fox Restaurant Concepts LLC (“FRC”), Flowerchild Holding Company LLC (“Flower Child”), the owner of the Flower Child restaurant concept, and North Restaurants LLC (“North Restaurants”), the owner of the North Italia restaurant concept. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

Under the terms of these agreements, TCF is making an initial minority equity investment in, and will provide ongoing growth capital and consulting services for, North Restaurants and Flower Child. Each of the agreements provides an option for TCF to acquire, and a put to obligate TCF to acquire, a one hundred percent (100%) ownership position in Flower Child and/or North Restaurants, subject to the terms and conditions of the agreements. Pursuant to these agreements, another wholly owned subsidiary of FRC, FRC Management LLC, will continue to manage the day-to-day operations of both the North Italia and Flower Child concepts. TCF’s obligations under these agreements are guaranteed by the Company.

 

In conjunction with entering into these agreements, the Company also entered into the Amendment, which amends its Credit Facility with JPMorgan Chase Bank, National Association, as administrative agent, to, among other things, permit the addition of TCF as a guarantor of such Credit Facility, and, pursuant to a Joinder to Guaranty, TCF became a guarantor of the Credit Facility. A copy of the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the Joinder to Guaranty is attached hereto as Exhibit 99.2 and is incorporated herein by reference. This description of the Amendment and of the Joinder to Guaranty is qualified in its entirety by the copies of the Amendment and of the Joinder to Guaranty attached hereto as exhibits.

 

These transactions are not expected to have a material impact on the financial condition of the Company, or its subsidiaries, for the foreseeable future.

 

The information in this Item 7.01 and Exhibit 99.3 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. The furnishing of the information in this Item 7.01 and Exhibit 99.3 is not intended to, and does not, constitute a representation that such information is material information that is not otherwise publicly available.

 

- 2 -


 

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

 

Exhibits

 

 

 

99.1

 

Amendment No. 1 to Second Amended and Restated Loan Agreement with JPMorgan Chase Bank, National Association, dated as of November 10, 2016.

 

 

 

99.2

 

Joinder to Guaranty between TCF California Holding Company and JPMorgan Chase Bank, National Association, dated as of November 10, 2016.

 

 

 

99.3

 

Press release dated November 14, 2016 entitled, “The Cheesecake Factory Enters Into Strategic Relationship with Two of Fox Restaurant Concepts High Growth Brands.”

 

 

 

 

 

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:  November 14, 2016

THE CHEESECAKE FACTORY INCORPORATED

 

 

 

 

 

 

 

 

 

 

By:

/s/ W. Douglas Benn

 

 

W. Douglas Benn

 

 

Executive Vice President and Chief Financial Officer

 

- 3 -


 

EXHIBIT INDEX

 

Exhibit

 

Description

99.1

 

Amendment No. 1 to Second Amended and Restated Loan Agreement with JPMorgan Chase Bank, National Association, dated as of November 10, 2016.

 

 

 

99.2

 

Joinder to Guaranty between TCF California Holding Company and JPMorgan Chase Bank, National Association, dated as of November 10, 2016.

 

 

 

99.3

 

Press release dated November 14, 2016 entitled, “The Cheesecake Factory Enters Into Strategic Relationship with Two of Fox Restaurant Concepts High Growth Brands.”

 

- 4 -

EXHIBIT 99.1

 

 

EXECUTION COPY

 

 

AMENDMENT NO. 1
TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

 

 

AMENDMENT NO. 1, dated as of November 10, 2016 (this “ Amendment ”) among THE CHEESECAKE FACTORY INCORPORATED, a Delaware corporation (the “ Borrower ”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “ Administrative Agent ”).

 

WHEREAS, the Borrower, various lenders (the “ Lenders ”), and the Administrative Agent are parties to a Second Amended and Restated Loan Agreement dated as of December 22, 2015 (as amended, restated, supplemented or modified from time to time, the “ Loan Agreement ”).

 

WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Loan Agreement, and each of the Lenders signatory hereto, which Lenders collectively constitute the Required Lenders referred to in the Loan Agreement, have agreed, subject to the terms and conditions set forth herein, to amend the Loan Agreement as herein provided.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

 

1.          Terms .  All terms used herein shall have the same meanings as in the Loan Agreement unless otherwise defined herein.

 

2.          Amendments .

 

(a)          Section 5.09 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

 

“Section 5.09. Additional Guarantors.   The Borrower will notify the Administrative Agent at the time that any domestic Subsidiary becomes a Significant Subsidiary or of the acquisition or formation of any new domestic Subsidiary that is a Significant Subsidiary and, promptly thereafter (and in any event within 30 days), cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (b) deliver to the Administrative Agent documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent.  In addition, the Borrower may at any time upon notice to the Administrative Agent cause any Subsidiary that is not a Significant Subsidiary to take the actions described in clauses (a) and (b) above.”

 


 

(b)          Section 6.04 of the Loan Agreement is hereby amended in the following manner:

 

(i)        By amending and restating clause (d) of Section 6.04 in its entirety to read as follows:

 

“(d)                       Guarantees constituting Indebtedness permitted by Section 6.01 or Guarantees by the Borrower or any of its Subsidiaries of obligations of the Borrower or any Guarantor (or, in the case of any such Guarantee by a Subsidiary that is not a Guarantor, any other Subsidiary);”

 

(ii)          By amending and restating clause (f) of Section 6.04 in its entirety to read as follows:

 

“(f)                          any other purchases, acquisitions, loans, advances, Guarantees or other investments, provided that (i) at the time of any such investment, the aggregate outstanding amount of investments made pursuant to this clause (f) after the Effective Date shall not exceed $175,000,000 and (ii) after giving pro forma affect to such investment, the Net Adjusted Leverage Ratio shall not exceed 3.75 to 1.0.”

 

(iii)         By adding the following sentence at the end of Section 6.04:

 

“For purposes of determining compliance with this Section 6.04, in the event that a transaction or investment meets the criteria of more than one of the categories described in clauses (a) through (f) above, the Borrower shall, in its discretion, be permitted to classify and reclassify such item of transaction or investment (or any portion thereof) and will only be required to include the amount and type of such transaction or investment in one or more of the above clauses.”

 

3.          Representations and Warranties .  The Borrower represents and warrants to the Administrative Agent and the Lenders that, on and as of the date hereof, and after giving effect to this Amendment:

 

3.1        Authorization .  The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary action, and this Amendment has been duly executed and delivered by the Borrower.

 

3.2        Binding Obligation . This Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity.

 

3.3        No Legal Obstacle to Amendment .  The execution, delivery and performance of this Amendment (a) do not require any consent or approval of, registration or filing with, or any

 

2


 

other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

 

3.4        Incorporation of Certain Representations .  After giving effect to the terms of this Amendment, the representations and warranties set forth in Article III of the Loan Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except as to such representations made as of an earlier specified date.

 

3.5        Default .  No Default or Event of Default under the Loan Agreement has occurred and is continuing.

 

4.          Conditions, Effectiveness .

 

4.1        Conditions .  This Amendment shall become effective upon satisfaction of each of the following conditions:

 

(a)          The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and the Administrative Agent and a Consent of Lender in the form of Exhibit B duly executed by the Required Lenders.

 

(b)          The Administrative Agent shall have received an affirmation letter substantially in the form of Exhibit A duly executed by each of the Guarantors.

 

(c)          The Administrative Agent shall have received payment of all of its fees and expenses (including the reasonable fees and expenses of its counsel, to the extent invoiced) in connection with this Amendment.

 

5.          Miscellaneous .

 

5.1        Effectiveness of the Loan Agreement .  Except as hereby expressly amended, the Loan Agreement shall each remain in full force and effect, and are hereby ratified and confirmed in all respects on and as of the date hereof.

 

5.2        Waivers .  This Amendment is limited solely to the matters expressly set forth herein and is specific in time and in intent and does not constitute, nor should it be construed as, a waiver or amendment of any other term or condition, right, power or privilege under the Loan Agreement or under any agreement, contract, indenture, document or instrument mentioned therein; nor does it preclude or prejudice any rights of the Administrative Agent or the Lenders thereunder, or any exercise thereof or the exercise of any other right, power or privilege, nor shall it require the Required Lenders to agree to an amendment, waiver or consent for a similar transaction or on a future occasion, nor shall any future waiver of any right, power, privilege or default hereunder, or under any agreement, contract, indenture, document or instrument

 

3


 

mentioned in the Loan Agreement, constitute a waiver of any other right, power, privilege or default of the same or of any other term or provision.

 

5.3        Counterparts .  This Amendment may be executed in any number of counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

 

5.4        Governing Law .  This Amendment shall be governed by and construed in accordance with the laws of New York.

 

4


 

IN WITNESS WHEREOF, the signatories hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

 

BORROWER:

THE CHEESECAKE FACTORY INCORPORATED

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

ADMINISTRATIVE AGENT:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

5


 

EXHIBIT A
to Amendment No. 1
to Second Amended and Restated Loan Agreement

 

 

November 10, 2016

 

 

Re:                           The Cheesecake Factory Incorporated

 

We refer to (1) the Second Amended and Restated Loan Agreement, dated as of December 22, 2015 (the “ Loan Agreement ”), by and among The Cheesecake Factory Incorporated, a Delaware corporation (the “ Borrower ”), the various financial institutions parties thereto (collectively, the “ Lenders ”), and JPMorgan Chase Bank, National Association, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders and (2) the Second Amended and Restated Guaranty dated December 22, 2015 from the addressees in favor of the Lenders and the Administrative Agent (the “ Guaranty ”).  Pursuant to an amendment dated of even date herewith, certain terms of the Loan Agreement were amended.  We hereby (i) acknowledge and reaffirm all of our obligations and undertakings under the Guaranty and (ii) acknowledge and agree that the Guaranty is and shall remain in full force and effect in accordance with the terms thereof.

 

Exhibit A- 1


 

THE CHEESECAKE FACTORY RESTAURANTS, INC.

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

THE CHEESECAKE FACTORY BAKERY INCORPORATED

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

TCF Co. LLC

 

 

 

By: The Cheesecake Factory Incorporated

 

Its:  Sole Member

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

GRAND LUX CAFE, LLC

 

 

 

 

 

By: The Cheesecake Factory Restaurants, Inc.

 

Its:  Managing Member

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

TCF CALIFORNIA HOLDING COMPANY

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

Exhibit A- 2


 

EXHIBIT B
to Amendment No. 1 
to Second Amended and Restated Loan Agreement

 

 

CONSENT OF LENDER

 

 

Reference is hereby made to the Second Amended and Restated Loan Agreement dated as of December 22, 2015 among The Cheesecake Factory Incorporated, a Delaware corporation (the “ Borrower ”), the Lenders party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent.

 

The undersigned Lender hereby consents to the execution and delivery of Amendment No. 1 to the Second Amended and Restated Loan Agreement by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

 

Dated:  __________________, 2016

 

 

 

 

[Name of Institution]

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

[Name of Institution]

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

[Name of Institution]

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

[Name of Institution]

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

Exhibit B- 1

EXHIBIT 99.2

 

 

 

EXECUTION COPY

 

 

JOINDER TO GUARANTY

 

 

This Joinder to the Guaranty (this “ Joinder ”), dated as of November 10, 2016, relates to the Second Amended and Restated Guaranty dated as of December 22, 2015 (as amended to date, the “ Guaranty ”), among the Significant Subsidiaries of The Cheesecake Factory Incorporated parties thereto as Guarantors (collectively the “ Guarantors ”) in favor of JPMorgan Chase Bank, National Association (“ JPMorgan ”), as Administrative Agent (the “ Administrative Agent ”) and each of the other Beneficiaries.

 

In compliance with Section 5.09 of the Second Amended and Restated Loan Agreement dated as of December 22, 2015, as amended (as amended, supplemented, modified or restated from time to time, the “ Loan Agreement ”), among The Cheesecake Factory Incorporated (the “ Borrower ”), the Administrative Agent and the Lenders, TCF California Holding Company, a California corporation (the “ Additional Guarantor ”), hereby agrees as follows (capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement):

 

1.                                     Joinder .  The Guaranty is hereby amended to add as a party, and more specifically, as a Guarantor, thereunder, the Additional Guarantor.

 

2.                                     Representations and Warranties . The Additional Guarantor represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties of a Guarantor contained in the Guaranty is hereby made by the Additional Guarantor as of the date hereof and is true and correct as to the Additional Guarantor as of the date hereof.

 

3.                                     Additional Guarantor as Guarantor .  The Additional Guarantor assumes all of the obligations and liabilities of a Guarantor under the Guaranty, agrees to be bound thereby as if the Additional Guarantor were an original party to the Guaranty and shall be a Guarantor for all purposes under the Loan Documents.

 

4.                                     Effectiveness .  This Joinder shall become effective on the date hereof upon the execution hereof by the Additional Guarantor and the Administrative Agent and delivery hereof to the Administrative Agent.

 

 

 

- 1 -

 

Joinder to Guaranty
TCF California Holding Company

 

 

20GN-161234

 


 

EXECUTION COPY

 

 

5.                                     Governing Law .  This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law.

 

 

TCF CALIFORNIA HOLDING COMPANY,

 

a California corporation

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

Notice Address: As set forth in Section 14 of the Guaranty for notices to any Guarantor.

 

 

 

 

 

 

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION., as Administrative Agent

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

- 2 -

 

Joinder to Guaranty
TCF California Holding Company

 

 

20GN-161234

 

EXHIBIT 99.3

 

 

PRESS RELEASE

FOR IMMEDIATE RELEASE

 

THE CHEESECAKE FACTORY ENTERS INTO STRATEGIC RELATIONSHIP

WITH TWO OF FOX RESTAURANT CONCEPTS HIGH GROWTH BRANDS

 

Calabasas Hills, CA – November 14, 2016 – The Cheesecake Factory Incorporated (NASDAQ: CAKE) (“the Company”) today announced that it has entered into a strategic relationship with Fox Restaurant Concepts LLC (“FRC”) with respect to two of its brands, North Italia and Flower Child. Under the terms of the agreements, the Company is making an initial minority equity investment and will provide ongoing growth capital for the concepts. FRC will continue to manage the day-to-day operations of North Italia and Flower Child. The agreements allow for the Company to potentially acquire a future majority or full ownership position in either or both concepts.

 

“As an entrepreneurial leader known in our industry for his vision and execution, we are pleased to partner with Sam Fox to support the growth of these two highly differentiated concepts,” said David Overton, Chairman and Chief Executive Officer of The Cheesecake Factory Incorporated. “We share a similar culture and philosophy, making this is a good strategic fit for both companies.”

 

“North Italia and Flower Child are such exciting brands within our family,” said Sam Fox, Fox Restaurants Concepts Founder. “After spending a good amount of time with David and his team, it became very clear to me that we share the same values in terms of our commitment to delivering amazing food and hospitality to our guests, while also recognizing that our team members are our greatest asset.”

 

Established in 2002 with nine locations in five states currently, North Italia turns a modern lens on Italian cooking in the upscale, full-service, casual dining segment. All dishes are handmade from scratch daily. Established in 2014 with five locations in three states currently, Flower Child offers a customizable menu featuring locally sourced, all natural and organic ingredients in salads, build-your-own plates, bowls and wraps, all made fresh from scratch daily in a fast casual setting.

 

The transactions are not expected to have a material impact on the financial condition of The Cheesecake Factory Incorporated for the foreseeable future.

 

About Fox Restaurant Concepts

 

Fox Restaurant Concepts is a growing restaurant group today encompassing 16 unique concepts and 53 restaurants spanning eight states with more than 4,000 employees. Each restaurant is designed to provide guests with a remarkable dining experience that will leave a lasting impression. Varying from trend-setting upscale to better casual and walk-up retail, Fox Restaurant Concepts is dedicated to creating fresh and innovative cuisine, and offers gracious service in stylish and comfortable settings. For more information, visit www.foxrc.com . For more information about North Italia, visit www.northitaliarestaurant.com . For more information about Flower Child, visit www.iamaflowerchild.com .

 

 

 

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100

 


 

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 206 full-service, casual dining restaurants throughout the U.S.A. and Puerto Rico, including 193 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, 13 The Cheesecake Factory® restaurants operate under licensing agreements. The Company’s 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 2016, the Company was named to the FORTUNE Magazine “100 Best Companies to Work For ® ” list for the third 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 3, 2016 ©2016 Time Inc. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, The Cheesecake Factory Incorporated.

 

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 ability to increase the number of North Italia and Flower Child restaurants; the future acquisition by the Company of a majority or full ownership of either concept; the Company’s ability to deliver consistent and dependable comparable sales results over a sustained period of time; the Company’s ability to deliver increases in guest traffic; the strength of the Company’s brand; the Company’s ability to provide a differentiated experience to guests; the Company’s ability to outperform the casual dining industry and increase its market share; the Company’s ability to leverage sales increases and manage flow through; the Company’s ability to increase margins; the Company’s ability to grow earnings; the Company’s ability to remain relevant to consumers; the Company’s ability to increase shareholder value; the Company’s ability to expand its concepts domestically and work with its licensees to expand its concept internationally; the Company’s ability to utilize its capital effectively and continue to repurchase its shares; factors outside of the Company’s 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 rates; the economic health of the Company’s 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 Company’s 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 Company’s filings with the Securities and Exchange Commission (“SEC”). 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 Company’s 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 Contacts:

 

Investors

The Cheesecake Factory Incorporated

Stacy Feit

(818) 871-3000

investorrelations@thecheesecakefactory.com

 

Media

Murphy O’Brien Public Relations

Stacy Lewis / Shelby Fox / Jenny Loeb / Angela Ibarra / Christena Bruchey

(310) 453-2539

Cheesecake@murphyobrien.com

 

Fox Restaurant Concepts Media Contact:

Karsha Chang Public Relations

Karsha Chang

karsha@karshachangpr.com

(714) 296-9978

 

 

 

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100