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): July 25, 2019
THE CHEESECAKE FACTORY INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware |
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0-20574 |
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51-0340466 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
26901 Malibu Hills Road
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91301 |
(Address of principal executive offices) |
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(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:
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 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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Trading Symbol(s) |
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Name of each exchange on which registered: |
Common Stock, par value $.01 per share |
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CAKE |
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The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 July 31, 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 second quarter of fiscal 2019, which ended on July 2, 2019.
ITEM 7.01 REGULATION FD DISCLOSURE.
The following information is furnished under Item 7.01 of Form 8-K, Regulation FD Disclosure. 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 separate press release also dated July 31, 2019, a copy of which is furnished as Exhibit 99.2 to this report, the Company reported the acquisitions of the North Italia concept and Fox Restaurant Concepts, LLC.
On July 31, 2019, the Company posted an updated Investor Presentation on the Companys Investor Relations website at investors.thecheesecakefactory.com. A copy of the presentation is furnished as Exhibit 99.3 to this report.
Also on July 31, 2019, the Company posted a presentation related to the North Italia and Fox Restaurant Concepts acquisitions on the Companys Investor Relations website at investors.thecheesecakefactory.com. A copy of the presentation is furnished as Exhibit 99.4 to this report.
ITEM 8.01 OTHER EVENTS.
On July 25, 2019 the Board of Directors of the Company declared a quarterly cash dividend of $0.36 per share which will be paid on August 27, 2019 to the stockholders of record of each share of the Companys common stock at the close of business on August 14, 2019. Future dividends, if any, will be subject to Board approval.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 |
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99.2 |
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99.3 |
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99.4 |
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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: July 31, 2019 |
THE CHEESECAKE FACTORY INCORPORATED |
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By: |
/s/ Matthew E. Clark |
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Matthew E. Clark |
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Executive Vice President and Chief Financial Officer |
PRESS RELEASE
FOR IMMEDIATE RELEASE |
Contact: Stacy Feit |
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(818) 871-3000 |
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investorrelations@thecheesecakefactory.com |
THE CHEESECAKE FACTORY REPORTS RESULTS FOR
SECOND QUARTER OF FISCAL 2019
Announces definitive agreements to acquire Fox Restaurant Concepts and remaining interest in North Italia; Reinforces leadership position in experiential dining
CALABASAS HILLS, Calif., July 31, 2019 The Cheesecake Factory Incorporated (NASDAQ: CAKE) today reported financial results for the second quarter of fiscal 2019, which ended on July 2, 2019.
Total revenues were $602.6 million in the second quarter of fiscal 2019 compared to $587.3 million in the second quarter of fiscal 2018. Net income and diluted net income per share were $35.5 million and $0.79, respectively, in the second quarter of fiscal 2019.
Excluding the after-tax impact of the $1.2 million loss on the Companys minority investments, net income and diluted net income per share for the second quarter of fiscal 2019 would have been $36.7 million and $0.82, 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 1.0% in the second quarter of fiscal 2019.
In a separate press release issued this afternoon, the Company also announced that it has entered into definitive agreements to acquire Fox Restaurant Concepts (FRC) and the remaining interest in North Italia, reinforcing its leadership position in experiential dining. Each of the North Italia and FRC transactions is subject to the expiration of the applicable Hart-Scott-Rodino Act waiting period and other customary closing conditions, and is expected to close around the end of the third quarter of fiscal 2019.
Adjusted earnings per share was within our expectations, supported by solid operational execution during the quarter, said David Overton, Chairman and Chief Executive Officer. This performance was in spite of a soft restaurant industry sales environment in which we continued to outperform.
Overton continued, Our strong cash flow profile enables us to continue to execute a balanced capital allocation strategy that we believe will generate the best returns for our shareholders. We increased our dividend for the seventh consecutive year, continued to execute on our share repurchase program and are positioned to drive long-term profitable growth with todays announcement of our plans to bring together North Italia and Fox Restaurant Concepts with The Cheesecake Factory, to reinforce our leadership position in experiential dining. We
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
believe we will be even better positioned to provide our guests with exceptional dining experiences, offer growth opportunities for our respective teams and maximize long-term value for our shareholders.
Development
The Company now expects to open as many as five Cheesecake Factory restaurants in fiscal 2019, including the Oxnard, California location that opened during the second quarter.
During fiscal 2019, the Company continues to expect as many as five restaurants to open internationally under licensing agreements. This includes the third location in Saudi Arabia, which opened during the second quarter.
Capital Allocation
The Companys Board of Directors declared a quarterly cash dividend of $0.36 per share of the Companys common stock, representing a 9% increase. The dividend is payable on August 27, 2019 to shareholders of record at the close of business on August 14, 2019.
During the second quarter of fiscal 2019, the Company repurchased approximately 606,000 shares of its common stock at a cost of $28.1 million.
Subsequent to quarter-end, the Company closed on an upsized $400 million revolving credit facility to support the funding of the referenced transactions.
Conference Call and Webcast
The Company will hold a conference call to review its results for the second quarter of fiscal 2019 and discuss the North Italia and FRC transactions 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 August 30, 2019. An accompanying presentation related to the North Italia and FRC acquisitions can be downloaded from the Companys website at investors.thecheesecakefactory.com.
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 219 restaurants throughout the United States, including Puerto Rico and Canada, comprised of 202 restaurants under The Cheesecake Factory ® mark; 14 restaurants under the Grand Lux Cafe ® mark; two restaurants under the RockSugar Southeast Asian Kitchen ® mark and one restaurant under the Social Monk Asian Kitchen ® mark. Internationally, 22 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.
From FORTUNE. ©2019 Fortune Media IP Limited. FORTUNE 100 Best Companies to Work For is a trademark of Fortune Media IP Limited and is used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Licensee.
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, statements regarding the planned acquisitions of North Italia and FRC, reinforcing the Companys leadership position in experiential dining, the Companys strong cash flow profile enabling it to continue to execute a balanced capital allocation strategy, the Companys beliefs regarding generation of the best returns for shareholders, the Companys position to drive long-term profitable growth, provide guests with exceptional dining experiences, offer growth opportunities to the Companys and FRCs teams and maximize long-term value for shareholders, and expectations regarding restaurant openings. 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. These forward-looking statements may be affected by factors outside of the Companys control including: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements to acquire North Italia and FRC; the possibility that various closing conditions for the acquisitions of North Italia and FRC may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; the failure of the acquisitions to close for any other reason; the amount of fees and expenses related to the acquisitions; economic and political conditions that impact consumer confidence and spending; acceptance and success of The Cheesecake Factory in international markets; acceptance and success of the North Italia, Flower Child, Social Monk Asian Kitchen and other 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; changes in laws impacting the Companys business, including increases in minimum wages and benefit costs; 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; 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). 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.
The Cheesecake Factory Incorporated
Condensed 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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26 Weeks Ended |
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26 Weeks Ended |
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July 2, 2019 |
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July 3, 2018 |
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July 2, 2019 |
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July 3, 2018 |
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Amount |
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Percent of
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Amount |
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Percent of
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Amount |
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Percent of
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Amount |
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Percent of
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Consolidated Statements of Income |
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Revenues |
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$ |
602,645 |
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100.0 |
% |
$ |
587,319 |
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100.0 |
% |
$ |
1,202,126 |
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100.0 |
% |
$ |
1,172,016 |
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100.0 |
% |
Costs and expenses: |
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Cost of sales |
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134,438 |
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22.3 |
% |
131,671 |
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22.5 |
% |
270,625 |
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22.5 |
% |
265,891 |
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22.7 |
% |
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Labor expenses |
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217,921 |
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36.2 |
% |
211,408 |
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36.0 |
% |
435,231 |
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36.2 |
% |
420,983 |
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35.9 |
% |
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Other operating costs and expenses |
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149,106 |
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24.7 |
% |
140,515 |
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23.9 |
% |
302,327 |
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25.1 |
% |
285,491 |
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24.4 |
% |
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General and administrative expenses |
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37,247 |
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6.2 |
% |
41,423 |
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7.1 |
% |
76,370 |
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6.4 |
% |
80,697 |
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6.9 |
% |
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Depreciation and amortization expenses |
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21,659 |
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3.5 |
% |
23,727 |
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4.0 |
% |
43,021 |
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3.6 |
% |
47,729 |
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4.1 |
% |
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Impairment of assets and lease terminations |
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0.0 |
% |
2,583 |
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0.4 |
% |
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0.0 |
% |
2,583 |
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0.2 |
% |
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Preopening costs |
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2,175 |
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0.4 |
% |
1,449 |
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0.2 |
% |
4,305 |
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0.4 |
% |
2,548 |
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0.2 |
% |
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Total costs and expenses |
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562,546 |
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93.3 |
% |
552,776 |
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94.1 |
% |
1,131,879 |
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94.2 |
% |
1,105,922 |
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94.4 |
% |
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Income from operations |
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40,099 |
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6.7 |
% |
34,543 |
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5.9 |
% |
70,247 |
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5.8 |
% |
66,094 |
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5.6 |
% |
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Loss on investment in unconsolidated affiliates |
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(1,644 |
) |
(0.3 |
)% |
(1,039 |
) |
(0.2 |
)% |
(3,094 |
) |
(0.2 |
)% |
(1,128 |
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(0.1 |
)% |
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Interest and other expense, net |
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(25 |
) |
(0.0 |
)% |
(1,869 |
) |
(0.3 |
)% |
(23 |
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(0.0 |
)% |
(3,286 |
) |
(0.3 |
)% |
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Income before income taxes |
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38,430 |
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6.4 |
% |
31,635 |
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5.4 |
% |
67,130 |
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5.6 |
% |
61,680 |
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5.2 |
% |
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Income tax provision |
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2,920 |
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0.5 |
% |
3,282 |
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0.6 |
% |
4,636 |
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0.4 |
% |
7,298 |
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0.6 |
% |
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Net income |
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$ |
35,510 |
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5.9 |
% |
$ |
28,353 |
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4.8 |
% |
$ |
62,494 |
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5.2 |
% |
$ |
54,382 |
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4.6 |
% |
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Basic net income per share |
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$ |
0.80 |
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$ |
0.62 |
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$ |
1.41 |
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$ |
1.20 |
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Basic weighted average shares outstanding |
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44,165 |
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45,383 |
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44,210 |
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45,467 |
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Diluted net income per share |
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$ |
0.79 |
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$ |
0.61 |
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$ |
1.39 |
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$ |
1.17 |
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Diluted weighted average shares outstanding |
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44,786 |
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46,426 |
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44,871 |
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46,469 |
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Selected Segment Information |
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Revenues: |
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The Cheesecake Factory restaurants |
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$ |
551,519 |
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$ |
536,593 |
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$ |
1,100,152 |
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$ |
1,071,715 |
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Other |
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51,126 |
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50,726 |
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101,974 |
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100,301 |
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Total |
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$ |
602,645 |
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$ |
587,319 |
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$ |
1,202,126 |
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$ |
1,172,016 |
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Income/(loss) from operations: |
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The Cheesecake Factory restaurants |
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$ |
68,988 |
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$ |
69,376 |
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$ |
130,232 |
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$ |
130,942 |
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Other |
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5,703 |
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4,496 |
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11,028 |
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10,858 |
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Corporate |
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(34,592 |
) |
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(39,329 |
) |
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(71,013 |
) |
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(75,706 |
) |
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Total |
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$ |
40,099 |
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$ |
34,543 |
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$ |
70,247 |
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$ |
66,094 |
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Selected Consolidated Balance Sheet Information |
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July 2, 2019 (1) |
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January 1, 2019 |
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Cash and cash equivalents |
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$ |
22,604 |
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$ |
26,578 |
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Total assets |
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2,073,790 |
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1,314,133 |
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Total liabilities |
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1,533,511 |
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743,074 |
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Stockholders equity |
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540,279 |
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571,059 |
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(1) Adoption of the new lease accounting standard (ASC 842) at January 2, 2019, resulted in the increase of lease-related assets and liabilities of $975.1 million and $1,045.4 million, respectively, and a reduction to retained earnings of $41.5 million, net of tax.
The Cheesecake Factory Restaurants |
|
13 Weeks Ended |
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13 Weeks Ended |
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26 Weeks Ended |
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26 Weeks Ended |
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Supplemental Information |
|
July 2, 2019 |
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July 3, 2018 |
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July 2, 2019 |
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July 3, 2018 |
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Comparable restaurant sales |
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1.0 |
% |
1.4 |
% |
1.2 |
% |
1.7 |
% |
Restaurants opened during period |
|
1 |
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1 |
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Restaurants open at period-end |
|
202 |
|
198 |
|
202 |
|
198 |
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Restaurant operating weeks |
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2,624 |
|
2,582 |
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5,237 |
|
5,169 |
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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 uses these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Reconciliations of the Companys anticipated adjusted diluted net income per share ranges to their corresponding GAAP measures have not been provided as the Company cannot determine the probable significance or timing of certain reconciling items which are outside of the Companys control and therefore cannot be reasonably predicted.
The Cheesecake Factory Incorporated
Reconciliation of Non-GAAP Financial Measures
(unaudited; in thousands, except per share data)
|
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13 Weeks Ended |
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13 Weeks Ended |
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26 Weeks Ended |
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26 Weeks Ended |
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July 2, 2019 |
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July 3, 2018 |
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July 2, 2019 |
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July 3, 2018 |
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Net income (GAAP) |
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$ |
35,510 |
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$ |
28,353 |
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$ |
62,494 |
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$ |
54,382 |
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After-tax impact from: |
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- Impairment of assets and lease terminations (1) |
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1,911 |
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1,911 |
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- Loss on investment (2) |
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1,217 |
|
769 |
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2,290 |
|
835 |
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Adjusted net income (non-GAAP) |
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$ |
36,727 |
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$ |
31,033 |
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$ |
64,784 |
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$ |
57,128 |
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|
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Diluted net income per share (GAAP) |
|
$ |
0.79 |
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$ |
0.61 |
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$ |
1.39 |
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$ |
1.17 |
|
After-tax impact from: |
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|
|
|
|
|
|
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||||
- Impairment of assets and lease terminations |
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|
|
0.04 |
|
|
|
0.04 |
|
||||
- Loss on investment |
|
0.03 |
|
0.02 |
|
0.05 |
|
0.02 |
|
||||
Adjusted diluted net income per share (non-GAAP) |
|
$ |
0.82 |
|
$ |
0.67 |
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$ |
1.44 |
|
$ |
1.23 |
|
(1) The pre-tax amount associated with this item in the thirteen and twenty-six weeks ended July 3, 2018 was $2.6 million, and was recorded in impairment of assets and lease terminations. The tax effect assumes a 26% tax rate based on the federal statutory rate and an estimated blended state tax rate.
(2) The pre-tax amounts associated with these items in the thirteen and twenty-six weeks ended July 2, 2019 were $1.6 million and $3.1 million, respectively. The pre-tax amounts associated with these items in the thirteen and twenty-six weeks ended July 3, 2018 were $1.0 million and $1.1 million, respectively. These amounts were recorded in loss on investment in unconsolidated affiliates. The tax effect assumes a 26% tax rate based on the federal statutory rate and an estimated blended state tax rate.
PRESS RELEASE
FOR IMMEDIATE RELEASE
THE CHEESECAKE FACTORY TO ACQUIRE FOX RESTAURANT CONCEPTS AND REMAINING INTEREST IN NORTH ITALIA
Reinforces leadership position in experiential dining
Calabasas Hills, Calif., July 31 , 2019 The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced that it has entered into definitive agreements to acquire Fox Restaurant Concepts (FRC) and the remaining interest in North Italia, reinforcing its leadership position in experiential dining.
Since making our initial minority investments in North Italia and Flower Child in 2016, we have not only helped fuel the growth of both brands, but also developed a deep relationship with Sam Fox at Fox Restaurant Concepts, said David Overton, Chairman and Chief Executive Officer of The Cheesecake Factory Incorporated. We realized the true potential of this relationship as we worked through the integration process for our planned acquisition of North Italia. It became evident that the combination of two of the most experiential and entrepreneurial restaurant companies could drive greater value as one organization.
Overton continued, In turn, we have decided to bring together North Italia and Fox Restaurant Concepts, including Flower Child, with The Cheesecake Factory to reinforce our leadership position in experiential dining. With the power of The Cheesecake Factory brand, infrastructure and growth potential, complemented by an additional growth vehicle in the North Italia concept and an incubation engine to develop concepts of the future, we believe we will be even better positioned to provide our guests with exceptional dining experiences, offer growth opportunities for our respective teams and maximize long-term value for our shareholders. We look forward to continuing to work with Sam to expand the businesses.
Sam Fox, Founder and Chief Executive Officer of Fox Restaurant Concepts, said, This partnership will be the first of its kind for the restaurant industry. David Overton and I quickly realized the magic occurring between our organizations while we worked through North Italias integration. With our aligned cultures and philosophies, The Cheesecake Factory is the right partner to embrace our creative spirit, enabling us to innovate concepts, while providing the infrastructure and capital to scale.
The transactions will be completed for $308 million in cash at closing. An additional $45 million will be due ratably over the next four years. The Company previously invested $88 million in the North Italia and Flower Child concepts over the last three years in anticipation of their purchase. The cash due at closing will be funded by drawing on the Companys upsized revolving credit facility and cash on hand. The FRC transaction also includes an earn-out provision based on the financial performance of the FRC brands outside of North Italia and
The Cheesecake Factory Incorporated
26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100
Flower Child. The Cheesecake Factory Incorporateds Board of Directors has unanimously approved the transactions, which are expected to close around the end of the third quarter of fiscal 2019, subject to the expiration of the applicable Hart-Scott-Rodino Act waiting period and other customary closing conditions. The transactions do not require approval by the Companys shareholders.
Following the completion of the transactions, North Italias operations will be located at The Cheesecake Factory Incorporateds corporate headquarters in Calabasas Hills, California to help scale the concept nationally. Since the initial investment in 2016, the Company has been working closely with North Italias operations and leadership team to construct a comprehensive integration plan. In turn, the Company anticipates a smooth integration process. FRC will operate as a wholly-owned subsidiary, and continue to be led by Sam Fox, Founder and Chief Executive Officer of FRC, from FRCs headquarters in Phoenix, Arizona.
North Italia Transaction
North Italia turns a modern lens on Italian cooking in the upscale, casual-dining segment. All dishes are handmade from scratch daily. The concept currently has 20 locations in nine states and Washington D.C. At the close of the transaction, 21 locations are expected to be in operation. With average unit volumes of approximately $7 million, annualized run-rate revenues are expected to be approximately $150 million upon close of the transaction.
The Company will acquire the remaining interest in the North Italia concept for approximately $130 million in cash, bringing total consideration to $174 million, including $44 million previously invested, equating to approximately 1.2x run-rate revenues.
With Italian cuisine the number one ethnic food category in the United States, coupled with strong national reception of the North Italia concept to-date, the Company believes there is a significant long-term expansion opportunity, which is expected to support the Companys plan for 20%-plus annual unit growth for the concept.
Fox Restaurant Concepts Transaction
Fox Restaurant Concepts (FRC) was founded by Sam Fox, a 10-time James Beard Award semifinalist for Restaurateur of the Year, New York Times best-selling cookbook author and recently named one of the 50 most influential people in the restaurant industry by Nations Restaurant News for the fifth consecutive year. FRC currently operates 45 restaurants across 7 states and Washington D.C. Each restaurant is individually designed to provide guests with a one-of-a-kind dining experience that will leave a lasting impression.
Annualized run-rate revenues are expected to be approximately $250 million at the close of the transaction. The Company will acquire FRC for approximately $178 million in cash at closing and $45 million due ratably over the next four years, resulting in total consideration, before the performance-driven earn-out provision, of $267 million including $44 million previously invested in Flower Child, equating to approximately 1.1x run-rate revenues.
Combination to Create Long-Term Value
The combined company is expected to be an experiential dining category leader with nearly $3 billion in pro forma 2020 revenues and anticipated 8%-plus revenue growth, comprised of targeted comparable sales growth of 1-2% and 6-7% targeted unit growth. With diversified concepts, meaningful unit growth drivers, significant scale, robust cash flow generation and a strong balance sheet, the combined company is anticipated to be uniquely positioned to drive long-term profitable growth in todays restaurant industry.
The transactions have been structured to diversify operations, capitalize on The Cheesecake Factory Incorporateds scale and infrastructure, maximize cash flow generation and maintain the respective teams focus on their core businesses. The Company also intends to capture supply chain, real estate and additional synergies over time. Excluding integration expenses, the transactions are expected to be approximately neutral to earnings per share in fiscal 2020 and accretive thereafter.
The acquisitions are expected to accelerate cash flow generation over time. The Company plans to maintain a balanced capital allocation strategy, investing in new restaurants that are expected to meet the Companys targeted returns, repaying borrowings under the Companys credit facility and continuing the dividend and share repurchase program.
Conference Call and Webcast
The Company will hold a conference call to discuss the transactions and review its results for the second quarter of fiscal 2019 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 August 30, 2019. An accompanying presentation related to the North Italia and FRC acquisitions can be downloaded from the Companys website at investors.thecheesecakefactory.com. Financial results for the second quarter of fiscal 2019 were issued in a separate press release this afternoon.
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 219 restaurants throughout the United States, including Puerto Rico, and Canada, comprised of 202 restaurants under The Cheesecake Factory ® mark; 14 restaurants under the Grand Lux Cafe ® mark; two restaurants under the RockSugar Southeast Asian Kitchen ® mark and one restaurant under the Social Monk Asian Kitchen ® mark. Internationally, 22 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.
From FORTUNE. ©2019 Fortune Media IP Limited. FORTUNE 100 Best Companies to Work For is a trademark of Fortune Media IP Limited and is used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Licensee.
About Fox Restaurant Concepts
Our story begins with Sam Fox, a third-generation restaurateur who is passionate about hospitality and endlessly inspired by food and design. He opened Wildflower in Tucson in 1998, and today has introduced dozens of ever-evolving Fox Restaurant Concepts brands, including Flower Child, Culinary Dropout, Blanco and The Henry. Now, 20 years later, weve grown to a team of over 5,000 employees in over 60 locations, including North Italia, that span across the U.S. The Fox Restaurants team is a community of creative thinkers who help bring Sams concepts to life. Starting in our Home Office in Phoenix (also known as the Big Kitchen), we immerse ourselves in every detail and develop each idea into fully-fledged, brick and mortar restaurant experiences all over the country. We love bringing passionate people and big ideas together, creating amazing experiences, and sharing stories over incredible food. We see every brand as a way for us to connect with and serve those who matter most - our people and our guests. For more information, visit www.foxrc.com.
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, statements regarding the planned acquisitions of North Italia and FRC, reinforcing the Companys leadership position in experiential dining, the potential of the parties relationship and greater value, the power of The Cheesecake Factory brand, infrastructure and growth potential, complemented by an additional growth vehicle in the North Italia concept and an incubation engine to develop concepts of the future, the ability to provide guests with exceptional dining experiences, offer growth opportunities for the Companys and FRCs teams and maximize long-term value for shareholders, business expansion and growth, infrastructure and capital to scale, the timing of closing of the transactions, locations and leadership of operations, expectations regarding the integration process, expectations regarding additional restaurant locations and run-rate revenues, significant long-term expansion opportunity, unit growth, revenue growth, sales growth, potential for meaningful unit growth drivers, significant scale and robust cash flow generation and a strong balance sheet, the combined companys anticipated unique position to drive long-term profitable growth in todays restaurant industry, cash flow generation, supply chain, real estate and additional synergies over time, expectations regarding revenue and earnings per share in fiscal 2020 and thereafter, acceleration of cash flow generation over time, plans to maintain a balanced capital allocation strategy, investing in new restaurants that are expected to meet the Companys targeted returns, repaying borrowings under the Companys credit facility and maintaining the dividend and share repurchase program. 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. These forward-looking statements may be affected by factors outside of the Companys control including: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements to acquire North Italia and FRC; the possibility that various closing conditions for the acquisitions of North Italia and FRC may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; the failure of the acquisitions to close for any other reason; the amount of fees and expenses related to the acquisitions; the ability to achieve projected financial results, economic and political conditions that impact consumer confidence and spending; acceptance and success of The Cheesecake Factory in international markets; acceptance and success of the North Italia, Flower Child, Social Monk Asian Kitchen and other 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; changes in laws impacting the Companys business, including increases in minimum wages and benefit costs; 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; 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). 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.
Contacts:
Investors
The Cheesecake Factory Incorporated
Stacy Feit
(818) 871-3000
investorrelations@thecheesecakefactory.com
Media
Berk Communications
Marisa Carstens
(917) 328-4725
cheesecake@berkcommunications.com
This presentation 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. This includes, without limitation, financial guidance and projections and statements with respect to expectations of our future financial condition, results of operations, cash flows, plans, targets, goals, objectives, performance, growth potential, competitive position and business; investment opportunity in the Company; the opportunity for additional domestic and foreign locations and licensees and territories; target returns for new restaurant openings; performance of international licensed locations; the planned acquisitions of North Italia and FRC, including anticipated run-rate revenues and other metrics at the time of closing of the transactions, FRC as an incubation engine, steady-state restaurant level margins and anticipated unit growth roadmap; and the Companys long-term financial objectives and returns to shareholders. 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. These forward-looking statements also may be affected by factors outside of our control including: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements to acquire North Italia and FRC; the possibility that various closing conditions for the acquisitions of North Italia and FRC may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; the failure of the acquisitions to close for any other reason; the amount of fees and expenses related to the acquisitions; the failure to realize the anticipated benefits of the acquisitions; 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, Social Monk Asian Kitchen and other 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; changes in laws impacting our business; including 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; the economic health of suppliers, licensees, vendors and other third parties providing goods or services to us; adverse weather conditions in regions in which our 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 Company's filings with the Securities and Exchange Commission (SEC). 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. Safe Harbor Statement 2
Highly differentiated concepts delivering a unique guest experience Accelerated and diversified growth drivers Sustained track record of consistent financial performance Robust cash flow to support growth and maximize shareholder value A Compelling Investment Opportunity 3
Current Environment Consumer Trends Current Environment Consumer & Industry Trends 4
What Always Remains the Same Consumers don't just want to eat, they want to experience something memorable. NPD Group Food quality is the most important factor in selecting a restaurant to visit. Alix Partners 2018 Survey 5 Superior service and ambiance grow guest counts for top performing restaurant brands. TDn2K
Whats Evolving More Discerning Guests Desire for Value Deal Economy Need for Convenience Labor Force Trends & Availability Retail Trends Power of Social Media 6
We Are Well-Positioned 7
The Cheesecake Factory - Global Footprint 8 High quality, high profile locations worldwide Company-Owned: 202 Toronto International - Licensed Middle East: 15 China, Including Hong Kong: 3 Mexico: 4 Mexico City (2) Guadalajara Saudi Arabia (3) UAE (5) Kuwait (3) Qatar (3) Bahrain (1) Shanghai Hong Kong Beijing Monterrey
Breadth of Menu & Innovation Ambiance, Service and Hospitality The Cheesecake Factory - A Highly Differentiated Concept Best-in-Class Operational Execution Integrated Bakery 9
Breadth of Menu & Innovation are Key Competitive Advantages 250 Menu Items - Made Fresh, From Scratch 10
Dining With Us Is an Experience Ambiance, Service and Hospitality Drive Sales 11
Integrated Bakery The Cheesecake Magic Produces over 70 cheesecakes and other baked desserts Enables creativity, quality control and supply chain efficiencies Industry-Leading Dessert Sales 16% 12
Cult Status & Strong Consumer Engagement 750K followers 5M+ fans 370K followers Millions of Viewers A division of Vice Media LLC 13
Broad Consumer Demographic and Appeal With a Moderate Average Check Highest Unit Volumes ($ in millions) Source: Latest SEC filings and company presentations #2 Top Large Chain #1 Food Quality 14 $10.7 $8.3 $8.3 $5.5 $5.2 $4.8 $3.6 $3.4 $3.0 $2.9 Maggianos Yard House BJ's Texas Roadhouse Olive Garden Outback LongHorn Bonefish Carrabbas $33 $28 $27 $23 $23 $23 $22 $19 $17 $16 Yard House Maggianos Bonefish Carrabbas Outback LongHorn Olive Garden Texas Roadhouse BJ's
To Go Sales (% of Total Revenue) Leveraging This Differentiation in the Off-Premise Channel ~$1.5 million per restaurant New Takeout Packaging 15 9% 12% 14% 5% 7% 9% 11% 13% 15% 2013 2017 2018
Increasing Unaided Awareness to Drive Comparable Sales Growth 16 Attain Top of Mind Status
Capitalizing on the Power of the Brand The Cheesecake Factory At Home® 17
Best-in-Class Operational Execution Has Driven Our Success Guest Experience Efficiencies Labor Productivity Retention Cost Management Forecasting 18
Supported by Our Tenured Teams Who Execute Our Complex Concept Everyday Average Tenure by Position 30 years 21 years 19 years 17 years 12 years 13 years Senior VP of Operations Regional Vice Presidents Area Directors of Operations Area Kitchen Operations Managers General Managers Executive Kitchen Managers 19 What we found is that food and beverage innovation is table stakes; you need to do it, but its not sustainable, The ironclad correlation with success? It was GM retention. Wally Doolin, TDn2K
Being A Great Place to Work 20 From FORTUNE. ©2019 Fortune Media IP Limited. FORTUNE 100 Best Companies to Work For is a trademark of Fortune Media IP Limited and is used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Licensee.
We Raise the Bar 21 Best-in-class training Culture of fun Industry-leading benefits Drives Industry-Leading Retention Recognition Commitment to our communities, charitable giving and a sustainable future 21
Looking Ahead - Diversified Growth Drivers 22 22
An Experiential Dining Category Leader 23 Culinary forward. First class hospitality. Concepts like no other.
The Cheesecake Factory Returns-Focused Growth Opportunity for 300 Domestic & 8 - 10 Canadian Locations Over Time Average Unit Economics* ($ millions) Sales $10.7 Restaurant-Level Margin % ~18% Cash Capex Investment $8+ Cash-on-Cash Return 20% - 25% * Illustrative example of target returns for new restaurant openings. Philadelphia 24
The Cheesecake Factory Expanding International Licensed Presence Continued expansion within current geographies Potential for additional geographies with current licensees Opportunity to add licensees and territories +1¢ Per Restaurant in EPS, on Average $0 Capital Expenditure Shanghai 25
Turning a Modern Lens on Italian Cooking in the Upscale Casual Segment 26 All dishes handmade from scratch daily Team of passionate and dedicated people who deliver the perfect handcrafted experience Serving lunch, dinner, weekend brunch & weekday happy hour 30%+ alcohol mix Strong private dining business 20 locations in 9 states & Washington D.C.
Significant Accretive Growth Opportunity Potential for 200 Domestic Locations Over Time 27 Run-Rate Revenues ~$150 million FY18 Comparable Sales +5% # of Restaurants 20 Average Check $25 - $30 Preopening $/unit ~$0.8 - $0.9 million Maintenance capex (% of Total North Sales) ~1% Note: Run-rate revenues anticipated at the close of the transaction.
Fox Restaurant Concepts Will Serve as an Incubation Engine Innovating Concepts of the Future 28
Run-Rate Revenues ~$250 million # of Restaurants 45 Square Footage 3,500 15,000 Geographies 7 states & Washington D.C. Segments Fast Casual, Upscale Casual & Eatertainment Preopening % of AUV 12% Maintenance Capex (% of Total FRC Sales) 1% 29 Fox Restaurant Concepts At a Glance Note: Run-rate revenues anticipated at the close of the transaction.
30 New Unit Targets Sales ~$7 million ~$1,000/sq. ft. Restaurant-Level Margin % ~18% - 20% ~16% - 18% Cash Capex Investment $3 - $3.5 million $500/sq. ft. Cash-on-Cash Return 35%+ 25% - 30% Sales/Investment Ratio 2:1 2:1 Attractive Unit Economics Note: Steady-state restaurant-level margin typically reached by year three of operations.
The Future CAKE Multi-concept with segment, price point, occasion, real estate and labor model diversification Leveraging brand power, operational excellence, scale, supply chain and real estate development expertise Target Size (sq. ft.) 7,500 10,000 5,000 - 6,500 3,500 15,000 Average Unit Volume $10.7 million ~$7 million Avg. $5+ million Annual Unit Growth ~3% ~20%+ ~20% Top-Line Unit Growth Contribution ~3% ~2% ~2% 31 Anticipated Unit Growth Roadmap
13% - 14% Total Return to Shareholders, on Average (EPS + Dividend) 32 All Supports Our Long-Term Financial Objective Targeted Total Return to Shareholders Revenue Growth ~8% Capital Return ~5.5% Dividend ~2.5% Share Repurchases ~1.5% Debt Repayment ~1.5%
Track Record of Consistent Financial Performance 33
Continuing to Outperform the Industry 2011 2012 2013 2014 2015 2016 2017 2018 2019 YTD Knapp-Track Index Comparable Sales - Historical 2-year Stack 34 4.0% 4.2% 3.3% 2.6% 4.1% 3.8% 0.4% 0.9% 2.9% 1.0% 2.0% (0.9)% (1.6)% 0.8% (0.4)% (2.2)% 0.5% 1.2%
Leveraged Sales and Managed Costs to Support Profitability Adjusted Earnings Per Share* *Please see Appendix for GAAP to non-GAAP reconciliations. 35 $1.42 $1.64 $1.88 $2.10 $1.97 $2.37 $2.83 $2.60 $2.43 2010 2011 2012 2013 2014 2015 2016 2017 2018
Our Restaurants Generate Significant Cash Flow Free Cash Flow and Strong Balance Sheet Provide Significant Financial Flexibility Free cash flow defined as cash flow from operations less capital expenditures/investments. Please see Appendix for GAAP to non-GAAP reconciliations and for an explanation regarding an accounting reclassification for prior years. ($ millions) 36 $128 $120 $112 $107 $135 $94 $158 $100 $163 2010 2011 2012 2013 2014 2015 2016 2017 2018
Effective Capital Allocation Supports Our Financial Objectives $1+ Billion in Share Repurchases Reducing WASO 3% Per Year Committed to Supporting the Dividend ($ millions) 37 $42 $77 $86 $106 $114 $154 $158 $139 $128 $52 $172 $101 $184 $141 $109 $146 $123 $109 $13 $27 $30 $36 $42 $50 $56 60,446 46,215 2010 2011 2012 2013 2014 2015 2016 2017 2018 Capex / Investment Share Repurchases Dividend WASO
Disciplined, Returns-Focused Growth Has Paid Off Return on Invested Capital (ROIC) ROIC = NOPAT / Average invested capital NOPAT = Income from operations excluding non-recurring expenses (-) income tax provision Invested Capital = Total assets (-) current liabilities (-) cash and cash equivalents 38 *Please see Appendix for GAAP to non-GAAP reconciliations. 12% 13% 14% 15% 13% 15% 17% 15% 14% 2010 2011 2012 2013 2014 2015 2016 2017 2018
Highly differentiated concepts delivering a unique guest experience Accelerated and diversified growth drivers Sustained track record of consistent financial performance Robust cash flow to support growth and maximize shareholder value A Compelling Investment Opportunity 39
Appendix
Non-GAAP Reconciliations In addition to the results provided in accordance with the Generally Accepted Accounting Principles (GAAP) in this presentation, the Company is providing non-GAAP measurements which present diluted net income per share excluding the impact of certain items and free cash flow. 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. 41
Non-GAAP Reconciliation (1) The pre-tax amounts associated with these items in fiscal 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018 were $1,547, $9,536, $(561), $696, $6,011, $114, $10,343 and $17,861, respectively, and were recorded in impairment of assets and lease terminations. (2) The pre-tax amounts associated with this item were $719 and $1,075 and were recorded in interest and other (expense)/income, net and income tax provision, respectively. (3) The pre-tax amount associated with this item was $7,376 and was recorded in interest expense. (4) This item is non-taxable and is recorded in interest and other (expense)/income, net. (5) Fiscal 2017 includes a $38.5 million benefit to the income tax provision related to tax reform enacted in December 2017. (6) Adjusted diluted net income per share may not add due to rounding. 42 2010 2011 2012 2013 2014 2015 2016 2017 2018 Net Income (GAAP) 81,713 $ 95,720 $ 98,423 $ 114,356 $ 101,276 $ 116,523 $ 139,494 $ 157,392 $ 99,035 $ After-tax impact from: - Impairment of assets and lease terminations (1) - 928 5,722 (337) 418 3,607 68 6,206 13,217 - Partial IRS settlement (2) - (1,506) - - - - - - - - Unwinding of interest rate collars (3) 4,425 - - - - - - - - - Proceeds from variable life insurance contract (4) - - (419) - - - - - - - Deferred tax revaluation (5) - - - - - - - (38,525) - Adjusted net income (non-GAAP) 86,138 $ 95,142 $ 103,726 $ 114,019 $ 101,694 $ 120,130 $ 139,562 $ 125,073 $ 112,252 $ Diluted net income per share (GAAP) 1.35 $ 1.64 $ 1.78 $ 2.10 $ 1.96 $ 2.30 $ 2.83 $ 3.27 $ 2.14 $ After-tax impact from: - Impairment of assets and lease terminations - 0.02 0.11 (0.01) 0.01 0.07 0.00 0.13 0.29 - Partial IRS settlement - (0.03) - - - - - - - - Unwinding of interest rate collars 0.07 - - - - - - - - - Proceeds from variable life insurance contract - - (0.01) - - - - - - - Deferred tax revaluation - - - - - - - (0.80) - Adjusted diluted net income per share (non-GAAP) (6) 1.42 $ 1.64 $ 1.88 $ 2.10 $ 1.97 $ 2.37 $ 2.83 $ 2.60 $ 2.43 $ The Cheesecake Factory Incorporated Reconciliation of Non-GAAP Financial Measures ($ in thousands, except per share data) Fiscal Year
Non-GAAP Reconciliation (1) The excess tax benefit related to stock options exercised is no longer reclassified from cash flows from operating activities to cash flows from financing activities in the consolidated statements of cash flows. The consolidated statements of cash flows for fiscal 2016, 2015, 2014, 2013, 2012, 2011 and 2010 have been adjusted to conform to the current year presentation. 43 2010 2011 2012 2013 2014 2015 2016 2017 2018 Cash flow from operations (1) 170 $ 197 $ 198 $ 213 $ 249 $ 248 $ 316 $ 239 $ 291 $ Capital expenditures / investments 42 77 86 106 114 154 158 139 128 Free cash flow 128 $ 120 $ 112 $ 107 $ 135 $ 94 $ 158 $ 100 $ 163 $ Fiscal Year The Cheesecake Factory Incorporated Reconciliation of Non-GAAP Financial Measures ($ in millions)
Non-GAAP Reconciliation Effective tax rates for 2009 through 2018 were 16.5%, 26.4%, 25.9%, 26.5%, 26.9%, 26.9%, 26.9%, 27.3%, 18.8% and 7.8% respectively. The 2017 effective tax rate excludes the one-time favorable benefit of the Tax Cuts and Jobs Act on our deferred taxes. May not add due to rounding Average invested capital = average of capital invested at the end of the period and capital invested twelve months prior ROIC = NOPAT / Average invested capital 44 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Operating income 73.7 $ 128.2 $ 133.5 $ 138.7 $ 161.0 $ 144.7 $ 165.2 $ 201.0 $ 152.8 $ 118.9 $ Impairment 26.5 - 1.5 9.5 (0.6) 0.7 6.0 0.1 10.4 17.9 Less: Estimated income tax expense (1) 16.5 33.8 35.0 39.3 43.1 39.1 46.1 54.9 30.7 10.7 Net operating profit after taxes (NOPAT) (2) 83.7 $ 94.4 $ 100.0 $ 109.0 $ 117.2 $ 106.3 $ 125.2 $ 146.2 $ 132.5 $ 126.1 $ Total assets 1,046.8 $ 1,037.3 $ 1,022.6 $ 1,092.2 $ 1,124.1 $ 1,161.4 $ 1,233.3 $ 1,293.3 $ 1,333.1 $ 1,314.1 $ Less: Current liabilities 200.5 202.7 223.2 253.0 264.2 322.0 350.2 376.5 398.0 416.5 Less: Cash and cash equivalents 73.7 81.6 48.2 83.6 61.8 58.0 43.9 53.8 6.0 26.6 Capital Invested (2) 772.6 $ 753.0 $ 751.1 $ 755.5 $ 798.1 $ 781.3 $ 839.3 $ 863.0 $ 929.1 $ 871.1 $ Average invested capital (3) 762.8 $ 752.0 $ 753.3 $ 776.8 $ 789.7 $ 810.3 $ 851.1 $ 896.0 $ 900.1 $ Return on invested capital (ROIC) (4) 12% 13% 14% 15% 13% 15% 17% 15% 14% The Cheesecake Factory Incorporated Reconciliation of Non-GAAP Financial Measures ($ in millions) Fiscal Year
This presentation 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, statements regarding the planned acquisitions of North Italia and FRC, reinforcing the Companys leadership position in experiential dining, long-term profitable growth, the timing of closing of the transactions, impact on earnings per share, accelerated growth, accretive unit growth potential and economics, potential for domestic locations over time, anticipated run-rate revenues and other metrics at the time of closing of the transactions, FRC as an incubation engine, steady-state restaurant level margins, anticipated unit growth roadmap, pro forma revenues, the Companys balance sheet and financial flexibility following the acquisitions, and plans to maintain a balanced capital allocation strategy, investing in new restaurants that are expected to meet the Companys targeted returns, repaying borrowings under the Companys credit facility and continuing the dividend and share repurchase program. 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. These forward-looking statements may be affected by factors outside of the Companys control including: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements to acquire North Italia and FRC; the possibility that various closing conditions for the acquisitions of North Italia and FRC may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; the failure of the acquisitions to close for any other reason; the amount of fees and expenses related to the acquisitions; the failure to realize the anticipated benefits of the acquisitions; 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, Social Monk Asian Kitchen and other 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; changes in laws impacting the Companys business, including increases in minimum wages and benefit costs; 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; 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). 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. Safe Harbor Statement 2
An Experiential Dining Category Leader 3 Culinary forward. First class hospitality. Concepts like no other.
The Cheesecake Factory Incorporated has entered into definitive agreements to acquire Fox Restaurant Concepts (FRC), including Flower Child, and the remaining interest in North Italia, reinforcing its leadership position in experiential dining Positions the Company to drive long-term profitable growth in todays restaurant industry All cash transaction funded with an upsized $400 million revolving credit facility and cash on hand Transactions expected to close around the end of the third quarter of fiscal 2019 Expected to be approximately neutral to earnings per share, excluding integration expenses, in fiscal 2020 and accretive thereafter Transactions Summary 4 North Italia & Fox Restaurant Concepts (FRC) Acquisitions Previously invested in North Italia and Flower Child(1) $88 million Cash due at closing $308 million Cash due ratably over next four years $45 million Total Consideration(2) ~$440 million Price/Sales(3) 1.1x (1) In FY16, the Company made minority equity investments in North Italia and Flower Child and provided additional growth capital in FY17, FY18 and FY19. (2)The FRC transaction also includes an earn-out provision based on the financial performance of the FRC brands outside of North Italia and Flower Child. (3) Price/Sales multiple based on anticipated run-rate sales at the close of the transactions.
Strong Strategic Rationale 5 North Italia & Fox Restaurant Concepts Aligned cultures & philosophies Differentiated & authentic concepts deliver unique guest experiences Meaningful accretive unit growth potential Diversification Acquisitions expected to accelerate growth and are aligned with our long-term strategy
Attractive valuation for concepts with meaningful growth potential and accretive unit economics FRC will operate as a wholly-owned subsidiary, and continue to be led by Sam Fox, Founder and Chief Executive Officer of FRC Additional value derived from the depth and breadth of the FRC team, which has a track record of successful concept innovation and solid operational execution - aligns well with CAKEs culture and operational philosophy Unique Transaction Structure Expected to Accelerate Growth Potential While Maintaining Focus on Core Business 6 North Italia Fox Restaurant Concepts (FRC) Previously invested in North Italia(1) $44 million - Previously invested in Flower Child(1) - $44 million Cash due at closing $130 million $178 million Cash due ratably over next four years - $45 million Consideration $174 million $267 million** Price/Sales(2) 1.2x 1.1x Total Consideration(3) ~$440 million (1) In FY16, the Company made minority equity investments in North Italia and Flower Child and provided additional growth capital in FY17, FY18 and FY19. (2) Price/Sales multiples based on anticipated run-rate sales at the close of the transactions. (3) The FRC transaction also includes an earn-out provision based on the financial performance of the FRC brands outside of North Italia and Flower Child.
Turning a Modern Lens on Italian Cooking in the Upscale Casual Segment 7 All dishes handmade from scratch daily Team of passionate and dedicated people who deliver the perfect handcrafted experience Serving lunch, dinner, weekend brunch & weekday happy hour 30%+ alcohol mix Strong private dining business 20 locations in 9 states & Washington D.C.
Significant Accretive Growth Opportunity Potential for 200 Domestic Locations Over Time 8 Run-Rate Revenues ~$150 million FY18 Comparable Sales +5% # of Restaurants 20 Average Check $25 - $30 Preopening $/unit ~$0.8 - $0.9 million Maintenance capex (% of Total North Sales) ~1% Note: Run-rate revenues anticipated at the close of the transaction.
Fox Restaurant Concepts Will Serve as an Incubation Engine Innovating Concepts of the Future 9
Run-Rate Revenues ~$250 million # of Restaurants 45 Square Footage 3,500 15,000 Geographies 7 states & Washington D.C. Segments Fast Casual, Upscale Casual & Eatertainment Preopening % of AUV 12% Maintenance Capex (% of Total FRC Sales) 1% 10 Fox Restaurant Concepts at a Glance Note: Run-rate revenues anticipated at the close of the transaction.
11 New Unit Targets Sales ~$7 million ~$1,000/sq. ft. Restaurant-Level Margin % ~18% - 20% ~16% - 18% Cash Capex Investment $3 - $3.5 million $500/sq. ft. Cash-on-Cash Return 35%+ 25% - 30% Sales/Investment Ratio 2:1 2:1 Attractive Unit Economics Note: Steady-state restaurant-level margin typically reached by year three of operations.
The Future CAKE Multi-concept with segment, price point, occasion, real estate and labor model diversification Leveraging brand power, operational excellence, scale, supply chain and real estate development expertise Target Size (sq. ft.) 7,500 10,000 5,000 - 6,500 3,500 15,000 Average Unit Volume $10.7 million ~$7 million Avg. $5+ million Annual Unit Growth ~3% ~20%+ ~20% Top-Line Unit Growth Contribution ~3% ~2% ~2% 12 Anticipated Unit Growth Roadmap
Combined company is expected to be an experiential dining category leader with nearly $3 billion in pro forma 2020 revenues and anticipated 8%-plus revenue growth Acquisitions expected to be approximately neutral to earnings per share, excluding integration expenses, in fiscal 2020 and accretive thereafter Will continue to maintain a strong balance sheet and ample financial flexibility following the acquisitions Plan to maintain a balanced capital allocation strategy, investing in new restaurants that are expected to meet the Companys targeted returns, repaying borrowings under the Companys credit facility and continuing the dividend and share repurchase program Meaningful Value Creation Opportunities to Complement the Power and Potential of the Core Cheesecake Factory Business 13
North Italia & Fox Restaurant Concepts Acquisitions July 31, 2019