UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 13, 2019
THE CHEESECAKE FACTORY INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
0-20574 |
|
51-0340466 |
(State or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
26901 Malibu Hills Road
Calabasas Hills, California 91301
(Address of Principal Executive Offices)
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The following information is 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 (the Securities Act), 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 20, 2019, a copy of which is furnished as Exhibit 99.1 to this report, The Cheesecake Factory Incorporated (the Company) reported financial results for the fourth quarter of fiscal 2018, which ended on January 1, 2019.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On February 13, 2019, the Compensation Committee of the Board of Directors of the Company approved certain compensation for the executive officers for 2019, consistent with the Companys previously disclosed programs. The Compensation Committee also approved grants of restricted shares of the Companys common stock subject to performance conditions that are different from historical grants, as described more fully below.
Name |
|
Number of
|
|
|
||
David Overton, Chairman and Chief Executive Officer |
|
47,400 |
|
|||
David M. Gordon, President |
|
10,800 |
|
|||
Matthew Clark, Executive Vice President and Chief Financial Officer |
|
9,800 |
|
|||
Scarlett May, Executive Vice President, General Counsel and Secretary |
|
5,300 |
|
|||
Keith Carango, President, The Cheesecake Factory Bakery Incorporated |
|
4,300 |
|
|||
These restricted shares were granted subject to achievement of three performance goals that are equally weighted (Average growth in Earnings Per Share, Average Sales per Square Foot at The Cheesecake Factory Restaurants, and Average Controllable Profit at The Cheesecake Factory Restaurants) over fiscal years 2018, 2019 and 2020. Actual restricted shares vesting may be at a lower or higher amount, or none at all, dependent upon the level of achievement of the performance goals, within a range between a threshold at 60% of target payout and a maximum at 150% of target payout. The restricted shares that remain outstanding after the degree of achievement of the performance goals has been determined shall be subject to time-based vesting, with 60% of the award vesting on the third annual anniversary of the date of grant (on February 13, 2022) and 20% of the award vesting on each of fourth and fifth annual anniversaries from the date of grant (on February 13, 2023 and February 13, 2024, respectively) subject to continued service through each vesting date.
ITEM 7.01 REGULATION FD.
The following information is furnished under Item 7.01 of Form 8-K, Regulation FD. This information shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act 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 19, 2019, a copy of which is furnished as Exhibit 99.2 to this report, the Company announced that it will present at the Raymond James 40 th Annual Institutional Investors Conference in Orlando, Florida on March 5, 2019 at 7:30 a.m. Eastern Time.
ITEM 8.01 OTHER EVENTS.
On February 13, 2019, the Board of Directors of the Company declared a quarterly cash dividend of $0.33 per share which will be paid on March 19, 2019 to the stockholders of record of each share of the Companys common stock at the close of business on March 4, 2019. Future dividends, if any, will be subject to Board approval.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 |
|
Press release dated February 20, 2019 entitled, The Cheesecake Factory Reports Results for Fourth Quarter of Fiscal 2018 |
|
|
|
99.2 |
|
Press release dated February 19, 2019, entitled The Cheesecake Factory to Present at the Raymond James 40 th Annual Institutional Investors Conference |
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 20, 2019 |
THE CHEESECAKE FACTORY INCORPORATED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Matthew E. Clark |
|
|
Matthew E. Clark |
|
|
Executive Vice President and Chief Financial Officer |
PRESS RELEASE
FOR IMMEDIATE RELEASE |
|
Contact: Stacy Feit |
|
|
(818) 871-3000 |
|
|
investorrelations@thecheesecakefactory.com |
THE CHEESECAKE FACTORY REPORTS RESULTS FOR
FOURTH QUARTER OF FISCAL 2018
CALABASAS HILLS, Calif., February 20, 2019 The Cheesecake Factory Incorporated (NASDAQ: CAKE) today reported financial results for the fourth quarter of fiscal 2018, which ended on January 1, 2019.
Total revenues were $585.2 million in the fourth quarter of fiscal 2018 compared to $571.8 million in the fourth quarter of fiscal 2017. Net income and diluted net income per share were $16.2 million and $0.35, respectively, in the fourth quarter of fiscal 2018.
The Company recorded a pre-tax charge of $15.0 million during the fourth quarter of fiscal 2018, including $13.9 million in non-cash impairment primarily related to one restaurant in each of the Cheesecake Factory, Grand Lux Cafe and RockSugar Southeast Asian Kitchen brands. Excluding the after-tax impact from this item, net income and diluted net income per share for the fourth quarter of fiscal 2018 would have been $27.3 million and $0.60, respectively. Please see the Companys reconciliation of non-GAAP financial measures at the end of this release.
Comparable restaurant sales at The Cheesecake Factory restaurants increased 1.9% in the fourth quarter of fiscal 2018.
Our key financial metrics, including Cheesecake Factory comparable restaurant sales, adjusted operating margin and adjusted earnings per share, met or exceeded our expectations during the fourth quarter, said David Overton, Chairman and Chief Executive Officer. Solid operational execution, illustrated by year-over-year increases in labor productivity and food efficiencies, contributed to these results.
Overton continued, We are also honored to be recognized as one of the 100 Best Companies to Work For ® by FORTUNE magazine for the sixth consecutive year. Our people are our greatest resource and enable us to deliver delicious, memorable experiences for our guests every day. This accolade is a testament to our strong culture, industry-leading training and tangible career advancement we provide for our staff members and managers. We believe these attributes will continue to differentiate us as an employer of choice, a position that is even more critical today to support continued success in the restaurant industry.
Overton concluded, During fiscal 2018, we generated over $290 million in operating cash flow, which coupled with our strong balance sheet, enables us to make investments to support the Companys growth
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
trajectory, while continuing to return meaningful capital to our shareholders via our dividend and share repurchase program.
Development
The Company opened three Cheesecake Factory restaurants in the fourth quarter, meeting its objective to open five restaurants in fiscal 2018. Two restaurants opened internationally under licensing agreements during fiscal 2018.
Capital Allocation
The Companys Board of Directors declared a quarterly cash dividend of $0.33 per share of the Companys common stock. The dividend is payable on March 19, 2019 to shareholders of record at the close of business on March 4, 2019.
During the fourth quarter of fiscal 2018, the Company repurchased approximately 1.0 million shares of its common stock at a cost of $48.4 million. In fiscal 2018, the Company repurchased approximately 2.3 million shares of its common stock at a cost of $109.3 million.
Conference Call and Webcast
The Company will hold a conference call to review its results for the fourth quarter of fiscal 2018 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 22, 2019.
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 217 full-service, casual-dining restaurants throughout the United States, including Puerto Rico, and Canada, comprised of 201 restaurants under The Cheesecake Factory ® mark; 14 restaurants under the Grand Lux Cafe ® mark; and two restaurants under the RockSugar Southeast Asian Kitchen ® mark. Internationally, 21 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 2019, the Company was named to the FORTUNE Magazine 100 Best Companies to Work For ® list for the sixth consecutive year. To learn more about the Company, visit www.thecheesecakefactory.com.
FORTUNE and FORTUNE 100 Best Companies to Work For® are registered trademarks of Time Inc. and are used under license. From FORTUNE Magazine, March 1, 2019 ©2019 Time Inc. Used under license. 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, as codified in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without limitation, the benefits of the Companys attributes as an employer and the Companys ability to make investments to support the Companys growth trajectory, while continuing to return meaningful capital to its shareholders via its dividend and share repurchase program. These forward-looking statements may be affected by factors outside of the Companys control including: economic and political conditions that impact consumer confidence and spending; impact of recently enacted tax reform; acceptance and success of The Cheesecake Factory in international markets; acceptance and success of the North Italia, Flower Child and Social Monk Asian Kitchen 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; the economic health of the Companys
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
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; the risk, costs and uncertainties associated with opening new restaurants; and other risks and uncertainties detailed from time to time in the Companys filings with the Securities and Exchange Commission (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 current expectations and involve risks and uncertainties which may cause results to differ materially from those set forth in such statements. 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 law. 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
Condensed Consolidated Financial Statements
(unaudited; in thousands, except per share and statistical data)
(1) Includes the following recorded in impairment of assets and lease terminations in the consolidated statements of income: $3.7 million in the thirteen weeks ended January 1, 2019; $6.6 million in the fifty-two weeks ended January 1, 2019; $1.3 million in the thirteen weeks ended January 2, 2018; and $2.5 million in the fifty-two weeks ended January 2, 2018.
(2) Includes the following recorded in impairment of assets and lease terminations in the consolidated statements of income: $11.3 million in the thirteen and fifty-two weeks ended January 1, 2019 and $7.8 million in the thirteen and fifty-two weeks ended January 2, 2018.
Selected Consolidated Balance Sheet Information |
|
January 1, 2019 |
|
January 2, 2018 |
|
|
|
|
Cash and cash equivalents |
|
$ 26,578 |
|
$ 6,008 |
|
|
|
|
Total assets |
|
1,314,133 |
|
1,333,060 |
|
|
|
|
Total liabilities |
|
743,074 |
|
719,530 |
|
|
|
|
Stockholders equity |
|
571,059 |
|
613,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Cheesecake Factory Restaurants |
|
13 Weeks Ended |
|
13 Weeks Ended |
|
52 Weeks Ended |
|
52 Weeks Ended |
Supplemental Information |
|
January 1, 2019 |
|
January 2, 2018 |
|
January 1, 2019 |
|
January 2, 2018 |
Comparable restaurant sales (3) |
|
1.9% |
|
(0.9)% |
|
1.7% |
|
(0.8)% |
Restaurants opened during period |
|
3 |
|
5 |
|
4 |
|
7 |
Restaurants open at period-end |
|
201 |
|
199 |
|
201 |
|
199 |
Restaurant operating weeks |
|
2,595 |
|
2,552 |
|
10,344 |
|
10,102 |
(3) Underlying comparable restaurant sales for the thirteen weeks and fifty-two weeks ended January 2, 2018 reflect the reclassification in the note above in the calculation of comparable restaurant sales growth for the thirteen weeks and fifty-two weeks ended January 1, 2019 to maintain comparability.
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 accounting principles generally accepted in the United States of America (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.
The Cheesecake Factory Incorporated
Reconciliation of Non-GAAP Financial Measures
(unaudited; in thousands, except per share data)
|
|
13 Weeks Ended |
|
13 Weeks Ended |
|
52 Weeks Ended |
|
52 Weeks Ended |
||||
|
|
|
|
|
|
|
|
|
||||
|
|
January 1, 2019 |
|
January 2, 2018 |
|
January 1, 2019 |
|
January 2, 2018 |
||||
|
|
|
|
|
|
|
|
|
||||
Net income (GAAP) |
|
$ |
16,178 |
|
$ |
57,738 |
|
$ |
99,035 |
|
$ |
157,392 |
After-tax impact from: |
|
|
|
|
|
|
|
|
||||
- Impairment of assets and lease terminations (1) |
|
11,111 |
|
5,467 |
|
13,217 |
|
6,206 |
||||
- Deferred tax revaluation (2) |
|
- |
|
(38,525) |
|
- |
|
(38,525) |
||||
Adjusted net income (non-GAAP) |
|
$ |
27,289 |
|
$ |
24,680 |
|
$ |
112,252 |
|
$ |
125,073 |
|
|
|
|
|
|
|
|
|
||||
Diluted net income per share (GAAP) |
|
$ |
0.35 |
|
$ |
1.24 |
|
$ |
2.14 |
|
$ |
3.27 |
After-tax impact from: |
|
|
|
|
|
|
|
|
||||
- Impairment of assets and lease terminations |
|
0.24 |
|
0.12 |
|
0.29 |
|
0.13 |
||||
- Deferred tax revaluation |
|
- |
|
(0.82) |
|
- |
|
(0.80) |
||||
Adjusted diluted net income per share (non-GAAP) (3) |
|
$ |
0.60 |
|
$ |
0.53 |
|
$ |
2.43 |
|
$ |
2.60 |
(1) The pre-tax amounts associated with the items in the thirteen and fifty-two weeks ended January 1, 2019 were $15.0 million and $17.9 million, respectively. The pre-tax amounts associated with the items in the thirteen and fifty-two weeks ended January 2, 2018 were $9.1 million and $10.3 million, respectively. These amounts were recorded in impairment of assets and lease terminations.
(2) Fiscal 2017 includes a $38.5 million benefit to the income tax provision related to recently enacted tax reform.
(3) Adjusted diluted net income per share may not add due to rounding.
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
PRESS RELEASE
FOR IMMEDIATE RELEASE |
|
Contact: Stacy Feit |
|
|
(818) 871-3000 |
|
|
investorrelations@thecheesecakefactory.com |
THE CHEESECAKE FACTORY TO PRESENT AT THE
RAYMOND JAMES 40 th ANNUAL INSTITUTIONAL INVESTORS CONFERENCE
Calabasas Hills, Calif., February 19, 2019 The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced that it will present at the Raymond James 40 th Annual Institutional Investors Conference in Orlando, Florida on March 5, 2019 at 7:30 a.m. Eastern Time.
David Gordon, President, and Matthew Clark, Executive Vice President and Chief Financial Officer, will present on behalf of the Company.
The presentation will be webcast on the Companys website at investors.thecheesecakefactory.com . A replay of the webcast will be available for seven days following the live presentation.
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 217 full-service, casual-dining restaurants throughout the United States, including Puerto Rico, and Canada, comprised of 201 restaurants under The Cheesecake Factory ® mark; 14 restaurants under the Grand Lux Cafe ® mark; and two restaurants under the RockSugar Southeast Asian Kitchen ® mark. Internationally, 21 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 2019, the Company was named to the FORTUNE Magazine 100 Best Companies to Work For ® list for the sixth consecutive year. To learn more about the Company, visit www.thecheesecakefactory.com.
FORTUNE and FORTUNE 100 Best Companies to Work For® are registered trademarks of Time Inc. and are used under license. From FORTUNE Magazine, March 1, 2019 ©2019 Time Inc. Used under license. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, The Cheesecake Factory Incorporated.
###
The Cheesecake Factory Incorporated
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100