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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 30, 1997
COMMISSION FILE NUMBER 0-20574
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THE CHEESECAKE FACTORY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0340466
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
26950 AGOURA ROAD
CALABASAS HILLS, CALIFORNIA 91301
(Address of principal executive offices) (Zip Code)
(818) 871-3000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 17, 1998 was $355,854,446.
As of March 17, 1998, 13,348,208 shares of the Registrant's Common Stock,
$.01 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the definitive proxy
statement for the 1998 Annual Meeting of Stockholders to be held on May 19,
1998.
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PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS FORM 10-K WHICH ARE NOT HISTORICAL FACTS
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INVOLVE
KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE
ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE CHEESECAKE FACTORY
INCORPORATED AND ITS SUBSIDIARIES TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY FORWARD-LOOKING
STATEMENTS. SUCH RISKS, UNCERTAINTIES, AND OTHER FACTORS INCLUDE, BUT ARE NOT
LIMITED TO, THE FOLLOWING: CHANGES IN GENERAL ECONOMIC CONDITIONS WHICH AFFECT
CONSUMER SPENDING PATTERNS FOR RESTAURANT DINING OCCASIONS; INCREASING
COMPETITION IN THE UPSCALE CASUAL DINING SEGMENT OF THE RESTAURANT INDUSTRY;
ADVERSE WEATHER CONDITIONS WHICH IMPACT CUSTOMER TRAFFIC AT THE COMPANY'S
RESTAURANTS IN GENERAL AND WHICH CAUSE THE TEMPORARY UNDERUTILIZATION OF OUTDOOR
PATIO SEATING AVAILABLE AT SEVERAL OF THE COMPANY'S RESTAURANTS; EVENTS WHICH
INCREASE THE COST TO DEVELOP AND/OR DELAY THE DEVELOPMENT AND OPENING OF THE
COMPANY'S NEW, HIGHLY CUSTOMIZED RESTAURANTS; CHANGES IN THE AVAILABILITY AND/OR
COST OF RAW MATERIALS, MANAGEMENT AND HOURLY LABOR, AND OTHER RESOURCES
NECESSARY TO OPERATE THE COMPANY'S RESTAURANTS AND BAKERY PRODUCTION FACILITY;
THE SUCCESS OF OPERATING INITIATIVES, INCLUDING BRAND EXTENSIONS AND NEW
CONCEPTS; DEPTH OF MANAGEMENT; ADVERSE PUBLICITY; THE COMPANY'S DEPENDENCE ON A
SINGLE BAKERY PRODUCTION FACILITY; THE COMPANY'S ABILITY TO OBTAIN AND RETAIN
LARGE-ACCOUNT CUSTOMERS FOR ITS BAKERY OPERATIONS; CHANGES IN TIMING AND/OR
SCOPE OF THE PURCHASING PLANS OF LARGE-ACCOUNT BAKERY CUSTOMERS WHICH CAUSE
FLUCTUATIONS IN BAKERY SALES AND OPERATING RESULTS; THE RATE OF GROWTH OF
GENERAL AND ADMINISTRATIVE EXPENSES ASSOCIATED WITH BUILDING A STRENGTHENED
CORPORATE INFRASTRUCTURE TO SUPPORT THE COMPANY'S EXPANDED RESTAURANT AND BAKERY
OPERATIONS; THE AVAILABILITY, AMOUNT, TYPE, AND COST OF CAPITAL FOR THE COMPANY
AND THE DEPLOYMENT OF SUCH CAPITAL; CHANGES IN, OR ANY FAILURE TO COMPLY WITH,
GOVERNMENTAL REGULATIONS; THE REVALUATION OF ANY OF THE COMPANY'S ASSETS; THE
AMOUNT OF, AND ANY CHANGES TO, TAX RATES; AND OTHER FACTORS REFERENCED IN THIS
FORM 10-K AND THE COMPANY'S PROSPECTUS DATED NOVEMBER 17, 1997.
ITEM 1: BUSINESS
GENERAL
The Company operates 23 upscale, high volume, casual dining restaurants
under The Cheesecake Factory-Registered Trademark- name in California, Colorado,
Florida, Georgia, Illinois, Maryland, Massachusetts, Missouri, Nevada, New York,
Texas and Washington, D.C. The Company's restaurants offer over 200 menu items
including appetizers, pizza, seafood, steaks, chicken, burgers, pasta, specialty
items, salads, sandwiches, omelets and signature desserts including
approximately 40 varieties of cheesecake. In contrast to many chain restaurant
operations, substantially all menu items (except desserts manufactured by the
Company's bakery production facility) are prepared on the restaurant premises
using high quality, fresh ingredients based on innovative and proprietary
recipes. The Company believes its restaurants are recognized by consumers for
offering exceptional value with generous food portions at moderate price points.
The Company's restaurants possess a distinctive, contemporary design and decor
which creates a high-energy ambiance in a casual setting. Restaurants range in
size from 5,400 to 17,300 square feet, provide full liquor service and are
generally open seven days a week for lunch and dinner, as well as for Sunday
brunch. Restaurant sales represented 90.8%, 87.2% and 85.2% of the Company's
total revenues for fiscal 1997, 1996 and 1995, respectively.
The Company believes its ability to select suitable locations and operate
successful restaurants, coupled with the continuing popularity of its restaurant
concept with consumers, is reflected in its average sales per restaurant which
management believes are among the highest of any publicly-held restaurant
company. Average sales per restaurant open for the full year were approximately
$9.8 million, $9.3 million and $8.6 million for fiscal 1997, 1996 and 1995,
respectively. Since each of the Company's restaurants has a customized layout
and differs in size (measured in square feet), management believes the most
effective
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method to analyze the fundamental unit economics of the concept is by square
foot. Average sales per productive square foot was approximately $881 for
restaurants open during the entire period of fiscal 1997.
The Company intends to continue to develop full-service casual dining
restaurants in high profile locations within densely populated areas. During
fiscal 1997, the Company opened six restaurants. The Company's primary
restaurant expansion objective is to increase its total restaurant square
footage and operating weeks by 25% to 30% during each of fiscal 1998 and 1999.
The Company currently expects to open six to seven additional restaurants during
fiscal 1998. As of March 15, 1998, leases have been signed for four potential
openings during fiscal 1998.
In addition to growing its base of restaurants, the Company has also focused
on increasing its sales of high quality cheesecakes and baked desserts to other
foodservice operators and distributors. The Company's bakery production facility
creates, produces and markets approximately 50 varieties of cheesecake and other
quality baked desserts for its restaurants and for sale to other foodservice
operators and distributors. During fiscal 1994 and 1995, the Company developed
and constructed a highly customized 45,000 square foot bakery production
facility with approximately four times the estimated productive capacity of its
former leased production facility. The Company commenced initial production runs
in the new facility in December 1995 and completed the full transition of
production activities during fiscal 1996. Bakery sales represented 9.2%, 12.8%
and 14.8% of the Company's total revenues for fiscal 1997, 1996 and 1995,
respectively.
The Company's principal business strategy is to develop The Cheesecake
Factory-Registered Trademark- as a high quality, national foodservice brand. The
Company's competitive positioning is focused on offering consumers broad
selections of high quality food and bakery products at exceptional value in
distinctive settings with superior customer service. In addition to expanding
its full service restaurant concept and bakery operations, the Company plans to
selectively pursue other opportunities to leverage the competitive strengths of
its operations, which may include new restaurant concepts and new bakery product
lines and distribution channels. In order to facilitate its expansion strategy,
the Company plans to continue building its field supervision and corporate
support infrastructure to focus on the achievement of optimal leverage and
efficiencies in all of its operations.
The Company was incorporated as a Delaware corporation in February 1992 to
succeed to the restaurant and bakery business of its predecessors operating
under The Cheesecake Factory-Registered Trademark- name. The Company's principal
executive offices are located at 26950 Agoura Road, Calabasas Hills, California
91301, and its telephone number is (818) 871-3000.
COMPETITIVE POSITIONING
The key elements of the Company's competitive positioning are as follows:
EXTENSIVE, CREATIVE AND CONTEMPORARY MENU AND BAKERY PRODUCT OFFERINGS. The
Company's restaurants offer over 200 items, including appetizers, pizza,
seafood, steaks, chicken, burgers, pasta, specialty items, salads, sandwiches,
and omelets. The menu is updated twice each year to respond to changing consumer
dining preferences and trends. The Company's bakery production facility produces
over 50 varieties of quality cheesecake and other baked desserts, of which
approximately 40 varieties are offered at any one time in the Company's
restaurants.
HIGH QUALITY PRODUCTS. Substantially all menu items (except the desserts
manufactured at the Company's bakery production facility) are prepared on the
restaurant premises using high quality, fresh ingredients based on innovative
and proprietary recipes. The Company uses high quality dairy and other raw
ingredients in its bakery products.
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EXCEPTIONAL VALUE. The Company believes its restaurants are recognized by
consumers for offering exceptional value with generous food portions at moderate
price points. The average check per customer, including beverages and desserts,
was approximately $14.18 for fiscal 1997.
SUPERIOR CUSTOMER SERVICE. The Company's goal is to consistently meet or
exceed the expectations of every restaurant guest in all facets of the dining
experience. Management believes that its restaurant-level employee recruitment,
selection, training, and incentive programs allow the Company to attract and
retain qualified employees who are motivated to provide consistent excellence in
customer service.
FLEXIBLE MENU OFFERINGS AND OPERATIONAL EXECUTION. The Company's
restaurants have been strategically designed with sufficient capacity, equipment
and operating systems to allow for the successful preparation and delivery of an
extensive, contemporary and flexible menu which requires multiple food
preparation and cooking methods executed simultaneously.
DISTINCTIVE RESTAURANT DESIGN AND DECOR. The Company's restaurants possess
a distinctive contemporary design and decor which creates a high-energy ambiance
in a casual setting. Whenever possible, outdoor patio seating is also
incorporated in the design of the restaurants, thus allowing for additional
restaurant capacity (weather permitting) at a relatively low investment and
occupancy cost per seat.
HIGH PROFILE RESTAURANT LOCATIONS AND FLEXIBLE SITE LAYOUTS. The Company
locates its restaurants in high profile locations within densely populated areas
with a balanced mix of residences, businesses and entertainment outlets. In
contrast to many "theme" restaurant operations which rely heavily on tourist
traffic, the Company's restaurants principally rely on the visit frequency and
loyalty of consumers who work, reside or shop near each of its restaurants. The
design of the Company's restaurants is flexible to accommodate a wide variety of
site layouts, including multi-level locations.
COMMITMENT TO SELECTING, TRAINING, REWARDING, AND RETAINING QUALITY
EMPLOYEES. The Company believes its employee recruitment and selection criteria
are among the most rigorous in the restaurant industry. By providing extensive
training and innovative compensation opportunities, the Company believes its
employees develop a sense of personal commitment to the Company's culture which
emphasizes customer satisfaction. Management believes these programs have
resulted in employee turnover rates which are generally lower than average for
the restaurant industry.
RESTAURANT CONCEPT AND MENU
The Company strives to provide excellent value and an enjoyable and
distinctive dining experience by offering an extensive, original and evolving
menu in an upscale casual setting with efficient, attentive and friendly
service. As a result, the Company's restaurants appeal to a diverse customer
base. The concept's broad menu enables it to compete for substantially all
dining preferences and occasions, including the mid-afternoon and late-night
dayparts which are traditionally weaker dayparts for most chain restaurant
operations. The Company's restaurants are not open for breakfast, but do offer
Sunday brunch. All of the Company's restaurants are open seven days a week. All
items on the menu, including approximately 40 varieties of cheesecake and other
quality baked desserts, may be purchased for take-out. Management estimates that
items purchased for takeout represent approximately 10% of total restaurant
sales.
The Company's menu consists of approximately 17 pages and features over 200
items including appetizers, pizza, seafood, steaks, chicken, burgers, specialty
items, pastas, salads, sandwiches and omelets. Menu offerings include Tex-Mex
Eggrolls, Roadside Sliders, Crusted Chicken Romano, Dynamite Shrimp, Cajun
Jambalaya Pasta, Santa Fe Salad, Orange Chicken and Caribbean Steak. Menu items
are prepared daily with high quality, fresh ingredients using innovative and
proprietary recipes. The Company considers the extensive selection of items on
its menu to be an important factor in the differentiation of its restaurants
from its competitors. Menu entrees range in price from approximately $5.95 to
$17.95, appetizers range in price from $4.25 to $7.95, and desserts range from
$4.75 to $6.95. The average check
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per customer at the Company's restaurants, including beverages and desserts,
during fiscal 1997 was approximately $14.18.
One of the Company's competitive strengths is its ability to both anticipate
consumer dining and taste preferences and quickly adapt its menu to incorporate
the latest trends in food consumption. The Company develops new menu items to
keep pace with changing consumer tastes and preferences and regularly updates
its ingredients and cooking methods to improve the quality and consistency of
its food offerings. Every six months, the Company reviews the appeal and pricing
of all of its menu items and often updates or replaces 10 to 20 of the items.
All new menu items are tested and selected based on uniqueness, sales
popularity, ease of preparation and profitability.
The ability of the Company to create, promote and attractively display its
unique line of baked desserts is also important to the Company's image and
success. The Company believes that its brand identity and reputation for
offering high quality desserts results in a higher percentage of dessert sales
relative to that of most chain restaurant operators. Dessert sales represented
approximately 15% of total restaurant sales during fiscal 1997.
Alcoholic beverages are served at the table with meals, and each restaurant
maintains a full-service bar where appetizers or the full menu may also be
purchased. The sale of alcoholic beverages represented less than 14% of total
restaurant sales for fiscal 1997. Management estimates that sales of alcoholic
beverages purchased with meals represented approximately 60% of total sales of
alcoholic beverages, with the remainder purchased at the full-service bar in
each restaurant.
The Company places significant emphasis on the unique interior design and
decor of its restaurants which results in a higher investment cost per square
foot of restaurant space than is typical for the industry. However, each of the
Company's restaurants has historically generated annual sales per square foot
that is also typically higher than other competitors in the industry. The
Company believes its stylish design and decor contributes to the distinctive
dining experience enjoyed by its customers. Each restaurant features large, open
dining areas and a contemporary kitchen design featuring exhibition cooking. Two
restaurants offer oyster bars and three restaurants offer banquet facilities.
Approximately half of the Company's restaurants offer outdoor patio seating
(weather permitting), and three of the Company's restaurants overlook
waterfronts which complement the overall dining experience. The table and
seating layouts of the Company's restaurants are flexible, permitting tables and
seats to be easily rearranged to accommodate large groups or parties, thus
permitting more effective utilization of seating capacity. See "Restaurant Sales
and Investment Characteristics."
RESTAURANT LOCATIONS AND SITE SELECTION
The Company currently operates 23 upscale, high volume, casual dining
restaurants in 12 states. The following table sets forth information with
respect to the Company's existing restaurant locations:
EXISTING RESTAURANT LOCATIONS
<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
OPENING INTERIOR INTERIOR
RESTAURANT LOCATION YEAR SQUARE FEET(1) SEATS(2)
- ------------------------------------------- ----------- -------------- -------------
<S> <C> <C> <C>
Beverly Hills, CA.......................... 1978 5,400 160
Marina del Rey, CA......................... 1983 6,000 195
Redondo Beach, CA.......................... 1988 14,000(3) 500
Woodland Hills, CA......................... 1989 10,500 323
Washington, DC............................. 1991 12,500 410
Newport Beach, CA.......................... 1993 9,500 252
Brentwood, CA.............................. 1993 7,000 200
Atlanta, GA................................ 1993 14,000 446
</TABLE>
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<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
OPENING INTERIOR INTERIOR
RESTAURANT LOCATION YEAR SQUARE FEET(1) SEATS(2)
- ------------------------------------------- ----------- -------------- -------------
<S> <C> <C> <C>
North Bethesda, MD......................... 1994 9,900 265
Coconut Grove, FL.......................... 1994 6,100 193
Boca Raton, FL............................. 1995 15,800 426
Chicago, IL................................ 1995 15,600 430
Houston, TX................................ 1995 12,500 336
Boston, MA................................. 1995 10,600 292
Skokie, IL................................. 1996 17,300 439
Baltimore, MD.............................. 1996 7,200 258
Kansas City, MO............................ 1996 12,800 264
Pasadena, CA............................... 1997 8,000 212
Denver, CO................................. 1997 11,500 280
Westbury, NY............................... 1997 12,700 350
Las Vegas, NV.............................. 1997 11,500 375
Cambridge, MA.............................. 1997 9,600 275
Miami, FL.................................. 1997 10,000 312
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Total.................................. 250,000 7,193
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------- -----
</TABLE>
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(1) Excludes outside patio area, if applicable.
(2) Average seats, including bar and banquet facilities. Excludes outdoor patio
seating of approximately 22 at Beverly Hills, 256 at Marina del Rey, 125 at
Redondo Beach, 92 at Woodland Hills, 112 at Brentwood, 138 at Atlanta, 80 at
Chicago, 40 at Boston, 132 at Baltimore, 125 at Kansas City, 80 at Denver
and 40 at Cambridge. Outdoor patio seating is typically available, weather
permitting, in the Southern California locations during most of each year
and during the spring and summer seasons for the other locations.
(3) Excludes approximately 7,000 square feet of banquet space.
While the Company's restaurants typically share common interior decor
elements, the layouts of the restaurants differ to accommodate different types
of buildings and different square footage of available space. Restaurants have
been opened both as freestanding structures and as components of existing
shopping malls and office complexes and are located in both urban and suburban
areas.
The Company believes that the locations of its restaurants are critical to
its long-term success and devotes significant time and resources to analyzing
each prospective site. Since the Company's concept can be executed within a wide
range of restaurant sizes and site types, management can be highly selective in
choosing suitable locations. In general, the Company prefers to open its
restaurants at attractive high profile sites within larger metropolitan areas
with dense population and above-average household incomes. In addition to
carefully analyzing demographic information for each prospective site,
management considers other factors such as the site's visibility, traffic
patterns and general accessibility; the availability of suitable parking; the
proximity of shopping and entertainment activities, office parks and tourist
attractions; the degree of competition within the site's trade area; and the
availability of restaurant-level employees. In contrast to many "theme"
restaurant operations which rely heavily on tourist traffic, the Company's
restaurants principally rely on the visit frequency and loyalty of consumers who
work, reside or shop in each of its trade areas.
Management believes the historically favorable sales productivity and
popularity of its restaurants provide opportunities to obtain suitable leasing
terms, including contributions toward restaurant development and construction
costs, from landlords in most instances. Due to the uniquely flexible and
customized nature of its restaurant operations and the complex design,
construction and preopening processes for each
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new location, the Company's lease negotiation and restaurant development
timeframes vary from location to location and can be subject to unforeseen
delays. On average, the entire development process ranges from nine to twelve
months in length after lease signing.
As a result of the highly customized and operationally complex nature of the
Company's restaurants, the restaurant preopening process is extensive and costly
relative to that of most chain restaurant operations. Preopening costs, which
can exceed $1 million per restaurant, include recruiting, training, relocation
and related costs for developing management and hourly staff for new
restaurants, as well as other costs directly related to the opening of new
restaurants. Preopening costs will vary from location to location depending on a
number of factors which include, among others, the proximity of other
established Company restaurants, the size and layout of each location, and the
relative difficulty of the restaurant staffing and training process. A new
accounting standard has been approved by the American Institute of Certified
Public Accountants which will require a change in the Company's accounting for
preopening costs for fiscal years beginning after December 15, 1998 (see Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Proposed New Accounting Standard").
The timing and number of new restaurants actually opened by the Company will
depend on a number of factors including, among others, the availability of
suitable locations and lease arrangements for such locations; the availability
of suitable financing to develop the restaurants; the Company's ability to
obtain all necessary governmental licenses and permits to operate the
restaurants; the Company's ability to successfully manage the development and
preopening processes for each restaurant; the availability of suitable
restaurant management and hourly employees; and general economic conditions.
EXPANSION STRATEGY
The Company plans to continue expanding its restaurant operations
principally through the opening of additional upscale, casual dining restaurants
under The Cheesecake Factory-Registered Trademark- name. While the Company
intends to focus primarily on this expansion opportunity, the Company also plans
to take advantage of opportunities to leverage both its brand and its
operational strengths in other venues. The following table sets forth
information with respect to future locations under development for which leases
have been signed:
FUTURE RESTAURANTS WITH SIGNED LEASES
<TABLE>
<CAPTION>
APPROXIMATE
INTERIOR
LOCATION EXPECTED OPENING DATE SQUARE FEET
- ---------------------------------- ---------------------------------- -------------
<S> <C> <C>
Orlando, FL (DisneyQuest)......... Second Quarter 1998 8,900
Aventura, FL...................... Second Quarter 1998 10,400
Irvine, CA........................ Third Quarter 1998 7,000
Dallas, TX........................ Third Quarter 1998 10,000
</TABLE>
The Company is currently negotiating additional leases for potential future
locations. From time to time, management will evaluate opportunities to acquire
and convert other restaurant operations to The Cheesecake
Factory-Registered Trademark- concept. However, the Company currently has no
understandings, binding commitments (other than four signed leases) or
agreements to acquire or convert any other restaurant operations to its concept.
The Company developed a bakery cafe concept during fiscal 1997 to extend The
Cheesecake Factory-Registered Trademark-brand and provide an additional source
of sales and operating leverage for the bakery production facility. Four bakery
cafe outlets have been opened as of March 15, 1998 which range in size from 250
to 1,640 square feet and which feature many of the Company's unique desserts and
a limited selection of beverages, sandwiches and salads in a self-service
format. The first bakery cafe opened in July 1997 in the Ontario Mills outlet
mall complex near Los Angeles and is operated by Host Marriott Services
Corporation ("Host
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Marriott") under a licensing agreement with the Company. During August 1997, the
Company opened three additional bakery cafe kiosk-type outlets in the new
terminal of the Washington National Airport. These three outlets are operated by
the Company under a subcontract with Host Marriott, which manages the
foodservice and retail concessions for that airport. The Company is evaluating
additional sites for one additional bakery cafe for a planned opening in the Los
Angeles market during fiscal 1998. If successful, the bakery cafe concept could
be more rapidly expanded than the Company's full-service restaurants.
In October 1997, the Company entered into an agreement with a subsidiary of
The Walt Disney Company to be the exclusive foodservice operator for Disney's
new DisneyQuest concept. DisneyQuest will feature innovative, interactive
technologies together with Disney characters to create a unique entertainment
adventure for families and guests of all ages. The worldwide launch of
DisneyQuest is planned for the summer of 1998 in Orlando, Florida at the Walt
Disney World Resort. A second location is planned for Chicago, Illinois in the
summer of 1999. Approximately 8,900 square feet of the 100,000 square foot
DisneyQuest-Orlando facility will be devoted to foodservice, which will feature
a limited selection of The Cheesecake Factory's quality menu items and desserts
in a self-service, "express" format at moderate price points. The Company
currently expects to incur a gross capital expenditure per square foot similar
to that of its full-service restaurants in order to furnish and equip the
foodservice portion of each DisneyQuest. In addition to the DisneyQuest
opportunity, the Company signed a letter of intent in June 1997 to develop and
operate a 20,000 square foot casual dining concept in the Venetian casino and
resort complex scheduled to open in Las Vegas in 1999. The Company's restaurant
concept for this site, to be called The Grand Lux Cafe, is currently expected to
require a gross capital expenditure per square foot similar to that of The
Cheesecake Factory-Registered Trademark- restaurant concept.
RESTAURANT SALES AND INVESTMENT CHARACTERISTICS
Since each of the Company's restaurants has a customized layout and differs
in size (measured in square feet), management believes the most effective method
to analyze the fundamental unit economics of the concept is by square foot.
Average sales per productive square foot for restaurants open during the entire
period of fiscal 1997 was approximately $881. The Company currently leases the
land and building shell for each of its restaurants, but is usually required to
expend cash for leasehold improvements and furnishings, fixtures and equipment
which is targeted, on average, from $375 to $425 per square foot in total
(excluding preopening costs). The Company often seeks to obtain construction
contributions from its landlords which, if obtained, usually take the form of
up-front cash, full or partial credits against minimum or percentage rents
otherwise payable by the Company or a combination thereof. While the Company has
been generally successful in obtaining landlord construction contributions in
the past, there can be no assurance that such contributions will be available in
similar amounts, if at all, for every potential location the Company seeks to
develop into a new restaurant. On average, the Company targets a minimum 2.5 to
1 ratio of sales to its net cash investment when evaluating potential restaurant
locations. If a potential restaurant location is selected for acquisition and
development by the Company, the actual performance of the location, when opened,
may differ from its originally targeted performance.
RESTAURANT OPERATIONS AND MANAGEMENT
The Company's ability to successfully execute a broad, complex menu and
effectively manage high volume restaurants is critical to its overall success.
Detailed operating procedures, standards, controls, food line management
systems, and cooking methods and processes have been implemented at the
restaurants to accommodate the Company's extensive menu and high unit sales
volumes. However, the successful day-to-day operation of the Company's
restaurant operations remains critically dependent on the quality, ability,
dedication and enthusiasm of the general manager, executive kitchen manager and
all other management and hourly employees at each restaurant.
Excluding the Company's Las Vegas restaurant which is open 365 days a year,
the Company's restaurants are open every day of the year except Thanksgiving and
Christmas. Hours of operation are
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generally from 11:00 a.m. to 11:00 p.m., except for Sunday when the restaurants
open at 10:00 a.m. for brunch. Additionally, most restaurants remain open past
midnight on weekends. Outdoor patio seating is available (weather permitting) at
approximately half of the Company's restaurants.
Management believes the relatively high average sales volume and popularity
of its restaurants with consumers allow the Company to attract and retain higher
quality, experienced restaurant-level management and other operational
personnel. Management also believes the Company's restaurants have experienced a
lower level of employee turnover than the restaurant industry in general. Each
restaurant is typically staffed with one general manager, one executive kitchen
manager and from four to ten additional management personnel, depending on the
sales volume of each restaurant. On average, general managers possess at least
two years of experience with the Company and typically have several years of
experience with other foodservice operators. All restaurant management personnel
complete an extensive training program during which they receive both classroom
and on-the-job instruction in food quality and preparation, customer service,
alcoholic beverage service, liquor liability avoidance, financial management and
cost controls, and human relations. Restaurant managers are also provided with
detailed operations manuals covering food and beverage standards and the proper
operation of the Company's restaurants. Management is committed to operational
excellence in every component of its restaurant operations, including guest
service and satisfaction. In addition to receiving feedback directly from its
customers, the Company also uses a "mystery shopper" quality control program to
independently monitor guest satisfaction.
Efficient, attentive and friendly guest service is integral to the Company's
overall concept and brand identity. Each restaurant is staffed, on average, with
approximately 200 hourly employees. The Company requires each hourly employee to
participate in a formal training program for their respective position in the
restaurant. For example, new servers at each restaurant participate in
approximately three weeks of training during which the server works under the
supervision of restaurant management. Management strives to instill enthusiasm
and dedication in its employees and regularly solicits suggestions concerning
restaurant operations and all aspects of its business.
The future success of the Company will continue to be highly dependent upon
its ability to attract, develop and retain qualified employees who are capable
of successfully managing high volume restaurants and consistently executing the
concept's extensive and complex menu. The availability of qualified restaurant
management employees continues to be a significant industry-wide issue facing
chain restaurant operators. To enable it to more effectively compete for and
retain the highest quality restaurant management personnel available, the
Company adopted in fiscal 1997 an innovative and comprehensive compensation
program for its restaurant general managers and executive kitchen managers. Each
participant in the program receives a competitive base salary and has the
opportunity to earn an annual cash bonus based on the performance of his or her
restaurant. Participating restaurant general managers also are eligible to
utilize a company-leased vehicle, for which all nonbusiness use thereof is
valued and added to the participants' taxable income pursuant to income tax
regulations. A longer-term capital accumulation opportunity, based in part on
the Company's common stock, is also available to participating restaurant
general managers and executive kitchen managers which is dependent upon the
participants' extended service to the Company in their respective positions (at
least five years) and their achievement of certain agreed-upon performance
objectives during that period.
Each restaurant general manager reports to an area director of operations,
who typically supervises the operations of three to seven restaurants, depending
upon geographical and management experience considerations. In turn, each area
director of operations currently reports to a vice president of operations. The
restaurant field supervision organization also includes area kitchen operations
and performance development (training and new restaurant opening) personnel. As
the Company opens new restaurants, its field supervision organization will also
expand appropriately.
8
<PAGE>
The Company maintains financial and accounting controls in its restaurants
through the use of a point-of-sale (POS) cash register and personal computer
system in each location. The POS and personal computer system provides daily and
weekly information with respect to sales, cash receipts, inventory, food and
beverage costs, labor costs and other controllable operating expenses for
restaurant management. Each restaurant also has an onsite accountant who assists
in the accumulation and processing of accounting data and other administrative
information. During fiscal 1997, the Company strengthened its internal
information systems staff and commenced a comprehensive review of the
information systems in its restaurants with the objective of improving their
overall timeliness, effectiveness and ability to more automatically interface
into the Company's central accounting and administrative systems. Key
enhancements to the restaurant-level information system are planned for
implementation during fiscal 1998 and 1999.
BAKERY OPERATIONS
The Company originated in 1972 as a producer and retail and wholesale
distributor of high quality cheesecakes and other baked desserts. The creation,
production and marketing of quality cheesecakes and other baked desserts remain
a cornerstone of the Company's brand identity and growth plans. At its bakery
production facility, the Company produces approximately 50 varieties of
cheesecake and other baked desserts based on the Company's proprietary recipes.
Some of the Company's popular cheesecakes include the Original Cheesecake, White
Chocolate Raspberry Truffle-Registered Trademark-, Chocolate Peanut Butter
Cookie-Dough, Kahlua Almond Fudge, Dutch Apple Caramel Streusel, Fresh
Strawberry and Triple Chocolate Brownie Truffle. Other popular baked desserts
include chocolate fudge cake, carrot cake, blackout cake and apple dumplings.
The Company markets its cheesecakes and other baked desserts on a wholesale
basis to grocery and retail outlets, other restaurant operators, and foodservice
distributors. Approximately 70% to 75% of the bakery's production is currently
devoted to third-party foodservice wholesalers and retailers. The remaining 25%
to 30% of production is devoted to supplying the Company's restaurants.
Cheesecakes and other items produced for third party accounts are marketed under
The Cheesecake Factory-Registered Trademark- name as well as private labels.
Current large-account customers include warehouse club operators, institutional
foodservice marketers and distributors, supermarkets, and other restaurant and
foodservice operators. The Company's bakery products are delivered daily to
customers in the Southern California area by the bakery's delivery vehicles, and
are shipped frozen throughout the United States by common carrier. Mail order
sales are shipped by overnight air freight. The Company also ships frozen bakery
products internationally.
As a result of the Company's anticipated growth rate and the ultimate
capacity constraint of its former bakery production facility, the Company began
work in 1994 to design and develop a new, highly customized and automated bakery
production facility with sufficient capacity to accommodate the Company's
medium-term growth requirements. During 1995, the Company substantially
completed the construction of a new 60,000 square foot bakery production
facility and corporate center in Calabasas Hills, California, of which
approximately 45,000 square feet is devoted to bakery production. During the
first three quarters of fiscal 1996, the Company gradually transitioned its
production operations from the former production facility to the new production
facility. The new facility was fully commissioned from an engineering and
operational perspective in October 1996. The total capitalized cost to develop
and construct the new facility, including the portion of the facility devoted to
the Company's corporate center, was approximately $18.6 million. The Company
currently owns the land, building and all of the equipment at the new facility.
Management estimates that the new facility has approximately four times the
productive capacity of the former leased facility. As of March 15, 1998, the
Company believes the bakery facility is operating at approximately one-third of
its ultimate productive capacity.
9
<PAGE>
ADVERTISING AND PROMOTION
The Company competes in the upscale, casual dining segment of the restaurant
industry. This segment is generally positioned between easily-replicated casual
dining operations and highly customized, expensive "fine dining" operations.
Management believes the Company's commitment to providing consistent,
exceptional value to consumers in an upscale casual dining environment continues
to be the most effective approach to attracting and retaining customers.
Accordingly, the Company has historically focused its resources on consistently
meeting and exceeding customer expectations and has relied primarily on high
profile locations and "word of mouth" advertising to attract new customers.
Management believes that its commitment to delivering exceptional value to
its customers has enabled newer restaurants to benefit from the name recognition
and reputation for quality developed by existing restaurants. From time to time,
the Company participates in local promotional activities of a community service
nature in each of its restaurant trade areas. With respect to its bakery
operations, the Company currently maintains a full-time staff of four
salespeople and two product development professionals. Additionally, outside
foodservice brokers are utilized from time to time for certain product
distribution channels. During fiscal 1997, the Company's expenditures for
advertising were less than 1% of total revenues.
PURCHASING AND DISTRIBUTION
The Company strives to obtain quality menu ingredients, raw materials and
other supplies and services for its operations from reliable sources at
competitive prices. Management continually researches and evaluates various
ingredients and products in an effort to maintain high quality and to be
responsive to changing consumer tastes. Other than for cheesecakes and other
baked products, the Company's restaurants do not utilize a central food
commissary. Substantially all menu items are prepared from scratch using fresh
ingredients. In order to maximize purchasing efficiencies and to provide for the
freshest ingredients for its menu items while obtaining the lowest possible
prices for the required quality and consistency, each restaurant's management
determines the quantities of food and supplies required and orders the items
from local and regional suppliers on terms negotiated by each restaurant's
management or by the Company's centralized purchasing staff. Management believes
that all essential food and beverage products are available from several
qualified suppliers in all cities in which its restaurants and bakery operations
are located. Most food and supply items are delivered daily to the Company's
restaurants by independent foodservice distributors.
COMPETITION
The restaurant industry is highly competitive. There are a substantial
number of restaurant operations that compete directly and indirectly with the
Company, many of which have significantly greater financial resources, higher
revenues and greater economies of scale than those of the Company. The
restaurant business is often affected by changes in consumer tastes and
discretionary spending patterns, national and regional economic conditions,
demographic trends, consumer confidence in the economy, traffic patterns, the
cost and availability of raw materials and labor, purchasing power, governmental
regulations and local competitive factors. Any change in these factors could
adversely affect the Company's restaurant operations. Multi-unit foodservice
operations such as those of the Company can also be substantially affected by
adverse publicity resulting from food quality, illness, injury, health concerns
or operating issues stemming from a single restaurant or, with respect to the
Company's bakery operations, a single production run of bakery products. The
Company attempts to manage these factors, but the occurrence of any one of these
factors could cause the entire Company to be adversely affected. With regard to
the Company's bakery operations, competition within the premium dessert market
has historically been regionalized and fragmented. However, overall competition
within that market remains intense. The Company believes that its restaurants
and bakery operations compete favorably with consumers on the critical
attributes of quality, variety, taste, service, consistency and overall value.
10
<PAGE>
GOVERNMENT REGULATION
The Company is subject to various federal, state and local laws affecting
its business. Each of the Company's restaurants is subject to licensing and
regulation by a number of governmental authorities, which may include alcoholic
beverage control, health and safety and fire agencies in the state or
municipality in which the restaurant is located. Difficulties in obtaining or
failures to obtain the required licenses or approvals could delay or prevent the
development of new restaurants in particular areas. However, management believes
the Company is in compliance in all material respects with all relevant
governmental regulations, and the Company has not experienced abnormal
difficulties or delays in obtaining the required licenses or approvals required
to open any new restaurant to date.
Alcoholic beverage control regulations require each of the Company's
restaurants to apply to a state authority and, in certain locations, county and
municipal authorities for a license and permit to sell alcoholic beverages on
the premises. Typically, licenses must be renewed annually and may be revoked or
suspended for cause at any time. Alcoholic beverage control regulations relate
to numerous aspects of the daily operations of the Company's restaurants,
including minimum age of patrons and employees, hours of operation, advertising,
wholesale purchasing, inventory control and handling, and storage and dispensing
of alcoholic beverages. The Company has not encountered any material problems
relating to alcoholic beverage licenses to date. The failure to receive or
retain, or a delay in obtaining, a liquor license in a particular location could
adversely affect the Company's ability to obtain such a license elsewhere.
The Company is subject to "dram-shop" statutes in most of the states in
which it has operations, which generally provide a person injured by an
intoxicated person the right to recover damages from an establishment which
wrongfully served alcoholic beverages to such person. The Company carries liquor
liability coverage as part of its existing comprehensive general liability
insurance, which it believes is consistent with coverage carried by other
entities in the restaurant industry. Even though the Company is covered by
insurance, a judgment against the Company under a dram-shop statute in excess of
the Company's liability coverage could have a material adverse effect on the
Company. The Company has not been the subject of a "dram-shop" claim to date.
Various federal and state labor laws govern the Company's relationship with
its employees, including such matters as minimum wage and citizenship
requirements, overtime, safety and other working conditions. Significant
additional government-imposed increases in minimum wages, paid leaves of absence
and mandated health benefits, or increased tax reporting and tax payment
requirements for employees who receive gratuities could be detrimental to the
profitability of the Company's restaurants and bakery operations. Management is
not aware of any environmental regulations that have had a material effect on
the operations of the Company to date.
EMPLOYEES
As of March 15, 1998, the Company employed approximately 5,002 persons of
which approximately 4,721 employees worked in the Company's restaurants,
approximately 193 worked in the Company's bakery operations and approximately 88
employees worked in the Company's corporate center and restaurant field
supervision organization. None of the Company's employees are covered by
collective bargaining agreements, and the Company has never experienced an
organized work stoppage, strike or labor dispute. The Company believes its
working conditions and compensation packages are generally comparable with those
offered by its competitors and considers relations with its employees to be
good.
TRADEMARKS
The Company has registered The Cheesecake Factory-Registered Trademark-,
White Chocolate Raspberry Truffle-Registered Trademark-, White Chocolate Lemon
Truffle-Registered Trademark- and Chocolate Raspberry Truffle-Registered
Trademark- with the United States Patent and Trademark Office. Twelve additional
trademark applications have been filed which relate to the Company's restaurant
and bakery operations. The Company regards its trademarks as having substantial
value and as being an
11
<PAGE>
important factor in the marketing of its restaurants and bakery products. The
Company has also made application to register its trademarks in more than 70
foreign countries, although there can be no assurance that its name and marks
are registerable in every country for which registration is being sought.
EXECUTIVE OFFICERS
David Overton, age 51, co-founded the Company's predecessor in 1972 with his
parents. He has served as the Company's Chairman of the Board, President and
Chief Executive Officer since the Company was incorporated in February 1992.
Gerald W. Deitchle, age 46, joined the Company as Senior Vice President,
Finance and Administration and Chief Financial Officer in July 1995. He was
named Executive Vice President and Chief Financial Officer in March 1997. From
September 1984 to June 1995, he was employed by Long John Silver's Restaurants,
Inc. and its predecessor company.
Michael A. Nahkunst, age 47, joined the Company as Executive Vice President
and Chief Operating Officer in October 1997. From February 1997 to May 1997, he
was President and Chief Executive Officer of Total Entertainment Restaurant
Corporation. From February 1995 to March 1997, Mr. Nahkunst was a concept
consultant for Coulter Enterprises, Inc. From 1977 to May 1994, he was employed
by Brinker International, Inc. and its predecessor company, most recently as
Senior Vice President, New Concept Development from 1992 to May 1994 and, prior
thereto, as Senior Vice President, Operations from 1987 to 1992.
ITEM 2: PROPERTIES
All of the Company's 23 existing restaurants and bakery cafe outlets are
located on leased properties, and the Company has no current plans to own land
and buildings for future restaurants. The Company owns substantially all of the
fixtures and equipment in all of its restaurants. Existing restaurant leases
have primary terms ranging from August 5, 2003 to January 31, 2018 (excluding
existing renewal options). The Company does not anticipate any difficulties
renewing its existing leases as they expire; however, there can be no assurance
that the Company will be able to renew such leases. Leases typically provide for
rent based on a percentage of restaurant sales (with a minimum base rental) and
payment of certain lease-related expenses. See Note 6 of the Notes to the
Company's Consolidated Financial Statements for information regarding aggregate
minimum and percentage rentals paid by the Company for recent periods and
information regarding the Company's obligation to pay minimum rentals in future
years.
The Company's corporate center and bakery production facility are located in
Calabasas Hills, California in a 60,000 square foot facility on a 3.3-acre
parcel of land. The Company currently owns this entire facility (land, building,
and equipment) in fee simple.
ITEM 3: LEGAL PROCEEDINGS
From time to time, lawsuits are filed against the Company in the ordinary
course of its business. Such lawsuits typically involve claims from customers
related to alleged food quality deficiencies, food-borne illnesses, injuries or
other operational issues common to the foodservice industry. A number of such
claims may exist at any given time. In addition, the Company also encounters
complaints and allegations from current and former employees or others from time
to time which are believed to be common for businesses similar to that of the
Company's. The Company is currently not a party to any litigation that could
have a material adverse effect on the Company's results of operations and
financial position or its business and is not aware that any such litigation is
threatened.
12
<PAGE>
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of stockholders of the Company during the
fourth quarter of the fiscal year ended December 30, 1997.
PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is traded on the Nasdaq Stock Market-SM- under
the symbol "CAKE". The following table sets forth, for the periods indicated,
the high and low sales prices as reported on the Nasdaq Stock Market-SM-.
<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
FISCAL 1996
First Quarter.................................................... $ 28.25 $ 20.25
Second Quarter................................................... 28.75 23.25
Third Quarter.................................................... 27.75 20.25
Fourth Quarter................................................... 24.50 17.13
FISCAL 1997
First Quarter.................................................... $ 25.13 $ 17.75
Second Quarter................................................... 21.63 17.50
Third Quarter.................................................... 28.38 20.75
Fourth Quarter................................................... 34.00 24.25
</TABLE>
Since its initial public offering in September 1992, the Company has not
declared or paid any cash dividends on its common stock. The Company currently
intends to retain all earnings for the operation and expansion of its business
and does not anticipate paying any cash dividends in the foreseeable future.
There were 573 holders of record of the Company's common stock at March 13,
1998, and the Company estimates that there were approximately 8,600 beneficial
stockholders at that date.
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<PAGE>
ITEM 6: SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth, for the periods indicated, selected
consolidated financial data which has been derived from the audited Consolidated
Financial Statements of the Company. The following selected consolidated
financial data should be read in conjunction with the Company's Consolidated
Financial Statements and related notes thereto, and with Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
<TABLE>
<CAPTION>
FISCAL YEAR
----------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- --------- --------- ------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Restaurant sales................................... $ 189,475 $ 139,715 $ 99,839 $ 72,974 $ 55,692
Bakery sales....................................... 19,114 20,590 17,326 12,618 11,338
---------- ---------- --------- --------- ------------
Total revenues................................. 208,589 160,305 117,165 85,592 67,030
---------- ---------- --------- --------- ------------
Costs and expenses:
Cost of food, beverages and supplies............... 54,226 41,888 29,695 22,056 16,395
Bakery costs....................................... 7,805 8,715 7,028 4,894 4,264
Operating expenses:
Labor............................................ 67,782 51,251 36,756 26,082 21,714
Occupancy and other.............................. 32,200 23,716 16,445 12,072 9,336
General and administrative expenses................ 19,000 15,234 11,060 7,937 6,204
Depreciation and amortization expenses............. 6,696 5,350 2,985 2,103 1,631
Preopening amortization expense.................... 6,646 5,394 2,870 1,546 620
---------- ---------- --------- --------- ------------
Total costs and expenses....................... 194,355 151,548 106,839 76,690 60,164
---------- ---------- --------- --------- ------------
Income from operations............................... 14,234 8,757 10,326 8,902 6,866
Interest income net.................................. 520 499 1,126 1,729 657
Other income (expense), net.......................... 420 (360) 198 91 68
---------- ---------- --------- --------- ------------
Income before income taxes........................... 15,174 8,896 11,650 10,722 7,591
Income tax provision................................. 5,235 2,984 3,041 3,475 2,841
---------- ---------- --------- --------- ------------
Net income........................................... $ 9,939 $ 5,912 $ 8,609 $ 7,247 $ 4,750
---------- ---------- --------- --------- ------------
---------- ---------- --------- --------- ------------
Basic net income per share........................... $ 0.89 $ 0.54 $ 0.80 $ 0.69 $ 0.51(1)
Diluted net income per share......................... $ 0.87 $ 0.53 $ 0.78 $ 0.68 $ 0.50(1)
Weighted average shares outstanding:
Basic.............................................. 11,228 10,900 10,802 10,526 9,265(1)
Diluted............................................ 11,422 11,079 11,038 10,709 9,468(1)
BALANCE SHEET DATA (AT END OF PERIOD):
Net working capital.................................. $ 50,626 $ 8,757 $ 14,019 $ 12,090 $ 5,917
Total assets......................................... 179,943 108,155 91,767 73,200 34,698
Total long-term debt (including current portion)..... -- 6,000 -- -- --
Stockholders' equity................................. 152,545 83,512 76,206 64,304 28,546
</TABLE>
- ------------------------
(1) Adjusted for a 3-for-2 stock split completed on March 15, 1994.
14
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
As of March 15, 1998, the Company operated 23 upscale, high volume, casual
dining restaurants and a bakery production facility. The Company's revenues
consist of sales from its restaurant operations and sales from its bakery
operations to other foodservice operators and distributors. Certain costs and
expenses relate only to restaurant sales (cost of food, beverages, and supplies)
or only to bakery sales (bakery costs, which include ingredient, packaging, and
supply costs). All other operating costs and expenses relate to both restaurant
and bakery sales. Comparable restaurant sales include the sales of restaurants
open for the full period of each period being compared.
At the end of calendar 1992, the Company adopted a 52/53 week fiscal year
ending on the Sunday closest to December 31 for financial reporting purposes.
Fiscal 1997, 1996 and 1995 each consisted of 52 weeks. Commencing with the start
of fiscal 1998, the Company changed its fiscal week and year-end from Sunday to
Tuesday to facilitate certain operational efficiencies. In order to effect the
transition, fiscal 1997 was extended by two additional days to Tuesday, December
30, 1997. Fiscal 1998 will consist of 52 weeks and will end on Tuesday, December
29, 1998.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the Consolidated
Statements of Operations of the Company expressed as percentages of total
revenues.
<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Revenues:
Restaurant sales................................................... 90.8% 87.2% 85.2%
Bakery sales....................................................... 9.2 12.8 14.8
--------- --------- ---------
Total revenues................................................. 100.0 100.0 100.0
Costs and expenses:
Cost of food, beverages and supplies............................... 26.0 26.1 25.3
Bakery costs....................................................... 3.8 5.4 6.0
Operating expenses:
Labor............................................................ 32.5 32.0 31.4
Occupancy and other.............................................. 15.4 14.8 14.1
General and administrative expenses................................ 9.1 9.5 9.4
Depreciation and amortization expenses............................. 3.2 3.3 2.5
Preopening amortization expense.................................... 3.2 3.4 2.5
--------- --------- ---------
Total costs and expenses....................................... 93.2 94.5 91.2
--------- --------- ---------
Income from operations............................................... 6.8 5.5 8.8
Interest income, net................................................. 0.3 0.3 1.0
Other income (expense), net.......................................... 0.2 (0.2) 0.1
--------- --------- ---------
Income before income taxes........................................... 7.3 5.6 9.9
Income tax provision................................................. 2.5 1.9 2.6
--------- --------- ---------
Net income........................................................... 4.8% 3.7% 7.3%
--------- --------- ---------
--------- --------- ---------
</TABLE>
15
<PAGE>
FISCAL 1997 COMPARED TO FISCAL 1996
REVENUES
Total revenues increased 30% to $208.6 million for fiscal 1997 versus $160.3
million for fiscal 1996. Restaurant sales increased to $189.5 million for fiscal
1997 versus $139.7 million for the prior fiscal year, an increase of $49.8
million or 36%. The $49.8 million increase in restaurant sales for fiscal 1997
consists of the following components: the six new restaurants opened during
fiscal 1997 accounted for approximately $20.7 million or 42% of the increase;
noncomparable sales from restaurants opened during fiscal 1996 accounted for
approximately $17.4 million or 35% of the increase; increased sales at the Boca
Raton restaurant (which was excluded from the base of comparable restaurants as
a result of a 125-seat addition which was completed in December 1996) accounted
for $2.3 million or 5% of the increase; comparable restaurant sales accounted
for approximately $8.1 million or 16% of the increase; and the extension of
fiscal 1997 by two days accounted for approximately $1.3 million or 2% of the
increase. The impact of the two additional days for fiscal 1997 has been
excluded from all comparable and average sales comparisons included herein.
Restaurant operating weeks increased 29% to 1,013 for fiscal 1997 versus 786 for
fiscal 1996. Average sales per restaurant operating week increased to $185,700
for fiscal 1997 versus $177,800 for the prior fiscal year. Sales for comparable
restaurants, which increased 6.3% for fiscal 1997, benefited from menu price
increases of approximately 1.5% each which were taken during December
1996/January 1997 and June/July 1997.
Bakery sales decreased 7% to $19.1 million for fiscal 1997 versus $20.6
million for fiscal 1996. This decrease was principally attributable to lower
sales of promotional products to certain large-account bakery customers compared
to sales of such products in the prior fiscal year. In July 1997, the Company
commenced a test of selected bakery products with an international entity that
operates over 5,000 foodservice and retail outlets. The initial shipment of test
products to this potential customer occurred during September 1997. Further
product refinements and testing continued during the first quarter of fiscal
1998. If the test proves successful, shipments of products to this customer
could have the potential to improve bakery sales volumes during the second half
of fiscal 1998. The Company continues to develop and test products for other
potential large-account bakery customers. Bakery sales also include sales from
Company-operated bakery cafes. Bakery cafe sales are not expected to be material
to total bakery sales or total Company revenues in the near future.
COST OF FOOD, BEVERAGES AND SUPPLIES
Cost of food, beverages and supplies for the restaurants increased to $54.2
million in fiscal 1997 from $41.9 million in fiscal 1996, an increase of $12.3
million or 29%. This increase was primarily attributable to the 36% increase in
restaurant sales in fiscal 1997. As a percentage of restaurant sales, these
costs decreased to 28.6% during fiscal 1997 versus 30.0% for fiscal 1996
principally as a result of menu price increases and certain cost reduction
programs implemented by the Company.
The menu at the Company's restaurants is one of the most diversified in the
industry and, accordingly, is not overly dependent on a single commodity. For
new restaurants, the cost of food, beverages and supplies will typically be
higher than normal during the first 90-120 days of operations until each
restaurant's staff become more accustomed to optimally managing and servicing
the high sales volumes typically experienced by the Company's restaurants.
BAKERY COSTS
Bakery costs, which include ingredient, packaging and supply costs, were
$7.8 million for fiscal 1997 versus $8.7 million for the same period of the
prior year. The decrease of $0.9 million or 10% was primarily due to the 7%
decrease in bakery sales for fiscal 1997, coupled with lower dairy commodity
costs. As a percentage of bakery sales, bakery costs for fiscal 1997 decreased
to 40.8% versus 42.3% for fiscal 1996. This decrease was primarily due to lower
costs for dairy-related commodities (principally cream cheese,
16
<PAGE>
whipped cream and butter) coupled with improved production yields in the
Company's bakery production facility. The Company's costs for dairy-related
commodities increased as much as 25% during 1996 when the overall level of such
costs rose across the country. The Company's costs for its dairy-related
commodities gradually decreased during fiscal 1997, but in some cases have not
yet returned to their pre-1996 levels. There can be no assurance that future
costs for these commodities, or any commodities used in the Company's bakery or
restaurant operations, will not begin to rise again due to market conditions
beyond the Company's control.
OPERATING EXPENSES--LABOR
Labor expenses, which includes restaurant-level labor and bakery direct
labor costs (including associated fringe benefits), were $67.8 million for
fiscal 1997 versus $51.3 million for fiscal 1996, an increase of $16.5 million
or 32%. This increase was principally due to the 36% increase in restaurant
sales during fiscal 1997. As a percentage of total revenues, labor expenses were
32.5% versus 32.0% for fiscal 1996. The increase in labor as a percentage of
total revenues for fiscal 1997 was principally attributable to higher costs for
hourly restaurant workers, due in part to increased statutory minimum wages. For
new restaurants, the cost of labor will typically be higher than normal during
the first 90-120 days of operations until each restaurant's staff become more
accustomed to optimally managing and servicing the high sales volumes typically
experienced by the Company's restaurants.
OPERATING EXPENSES--OCCUPANCY AND OTHER
Occupancy and other expenses increased 36% to $32.2 million for fiscal 1997
versus $23.7 million for fiscal 1996. This increase was principally attributable
to the 36% increase in restaurant sales for fiscal 1997. As a percentage of
total revenues, occupancy and other expenses were 15.4% for fiscal 1997 versus
14.8% for the prior year. This increase was partially due to the 7% decrease in
bakery sales for fiscal 1997, which resulted in less leveraging of the bakery's
fixed and semi-fixed operating costs for the period. One of the Company's
principal goals for fiscal 1998 is to more effectively leverage the fixed
occupancy costs in the bakery production facility with higher sales levels. The
Company added additional salespeople and product development professionals to
its bakery operations staff during fiscal 1997 in order to strengthen its
marketing capabilities for bakery products.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consist of bakery selling and
administrative expenses (including product development and marketing expenses),
certain restaurant administrative and financial-related expenses (principally
credit card discounts and certain insurance-related expenses), restaurant field
supervision expenses (salaries and expenses of regional vice presidents and area
directors of operations), and corporate support expenses (salaries and related
fringe benefits, travel, and other administrative expenses). General and
administrative expenses increased to $19.0 million for fiscal 1997 versus $15.2
million for fiscal 1996, an increase of $3.8 million or 25%. As a percentage of
total revenues, general and administrative expenses decreased to 9.1% for fiscal
1997 versus 9.5% for fiscal 1996.
The Company strengthened its field supervision and corporate support
infrastructure during fiscal 1997 to support its planned growth. This
strengthening will likely result in a higher level of general and administrative
expenses during fiscal 1998. Additionally, the Company plans to aggressively
pursue new large-account customers for its bakery operations, which will require
continuing investments in product development and marketing programs. One of the
Company's principal objectives for fiscal 1998 is to more effectively leverage
its operational and corporate support infrastructure with higher sales volumes.
17
<PAGE>
DEPRECIATION AND AMORTIZATION EXPENSES
Depreciation and amortization expenses increased to $6.7 million for fiscal
1997 versus $5.4 million for fiscal 1996, an increase of $1.3 million or 24%.
This increase was principally due to new restaurant openings. As a percentage of
total revenues, depreciation and amortization expenses were 3.2% for fiscal 1997
versus 3.3% for the prior year.
PREOPENING AMORTIZATION EXPENSE
Preopening amortization expense was $6.6 million for fiscal 1997 versus $5.4
million for fiscal 1996. As a percentage of total revenues, preopening expense
amortization was 3.2% versus 3.4% for the prior year. The increase in preopening
expense was principally due to six new restaurants openings during fiscal 1997
versus three openings during fiscal 1996.
As is currently the practice of many casual dining and upscale,
highly-customized restaurant entities, the Company defers its restaurant
preopening costs and then amortizes them over the 12-month period immediately
following the opening of the respective restaurants. Total restaurant preopening
amortization will vary from period to period depending on the timing and number
of restaurant openings and the specific preopening cost incurred for each
restaurant. A new accounting standard has been approved by the American
Institute of Certified Public Accountants which will require a change in the
Company's accounting for preopening costs to an expense-as-incurred basis for
fiscal years beginning after December 15, 1998 (see "Proposed New Accounting
Standard").
As a result of the highly customized and operationally complex nature of the
Company's restaurants, the restaurant preopening process is extensive and costly
relative to that of most chain restaurant operations. Preopening costs, which
often exceed $1 million per restaurant, include recruiting, training, relocation
and related costs for developing management and hourly staff for new
restaurants, as well as other costs directly related to the opening of new
restaurants. Preopening costs will vary from location to location depending on a
number of factors including, among others, the proximity of other established
Company restaurants, the size and layout of each location, and the relative
difficulty of the restaurant staffing and training process. During fiscal 1996
and 1997, the Company reevaluated its restaurant preopening process with the
objective of reducing its timeframe, intensiveness, and overall cost. The
Company intends to pursue further refinements to this process during fiscal
1998. However, there can be no assurance that preopening costs will be reduced
for future restaurants or that preopening expenses will not continue to have a
significant impact on the Company's results of operations.
OTHER INCOME (EXPENSE)
Other income (expense) for fiscal 1997 resulted in a net other income of
$0.4 million versus a net other expense of $0.4 million for fiscal 1996. The
fiscal 1996 amount included a charge of approximately $0.7 million attributable
to the liquidation of certain debt securities acquired during fiscal 1994 and
the write-off of a related receivable with respect to the Company's investments
in marketable securities.
FISCAL 1996 COMPARED TO FISCAL 1995
REVENUES
Total revenues increased to $160.3 million for fiscal 1996 from $117.2
million for fiscal 1995, an increase of $43.1 million or 37%. Restaurant sales
increased to $139.7 million for fiscal 1996 from $99.8 million for fiscal 1995,
an increase of $39.9 million or 40%. Restaurant operating weeks increased 32% to
786 for fiscal 1996 versus 596 for the prior fiscal year. Average sales per
restaurant operating week increased to $177,800 for fiscal 1996 versus $167,500
for fiscal 1995. New restaurants opened during fiscal 1996 (Skokie, IL;
Baltimore, MD; and Kansas City, MO) accounted for approximately $9.6 million or
24% of the increase in total restaurant sales during fiscal 1996, and
noncomparable sales at the Company's four
18
<PAGE>
restaurants opened during fiscal 1995 accounted for approximately $25.3 million
or 63% of the increase. Comparable restaurant sales increased approximately $5.0
million or 5.1% for fiscal 1996. This increase was principally attributable to a
higher average guest check amount.
Bakery sales increased to $20.6 million for fiscal 1996 from $17.3 million
for fiscal 1995, an increase of $3.3 million or 19%. Lower sales of promotional
and other bakery products to certain large-account restaurant customers was more
than offset by higher sales to foodservice distributors and warehouse club
outlets. Sales at the bakery's cafe operation were essentially unchanged at $1.4
million for fiscal 1996.
COST OF FOOD, BEVERAGES AND SUPPLIES
Cost of food, beverages, and supplies for the restaurants increased to $41.9
million for fiscal 1996 from $29.7 million for fiscal 1995, an increase of $12.2
million or 41%. This increase was principally attributable to the 40% increase
in restaurant sales for fiscal 1996. As a percentage of restaurant sales, cost
of food, beverages and supplies increased slightly to 30.0% of restaurant sales
for fiscal 1996 versus 29.7% for fiscal 1995.
BAKERY COSTS
Bakery costs increased to $8.7 million for fiscal 1996 from $7.0 million for
fiscal 1995, an increase of $1.7 million or 24%. This increase was principally
due to the 19% increase in bakery sales for fiscal 1996. As a percentage of
bakery sales, bakery costs increased to 42.3% for fiscal 1996 versus 40.6% for
fiscal 1995. This increase was primarily attributable to higher costs for
dairy-related ingredients (cream cheese, whipped cream and butter) during the
last half of fiscal 1996 which reflected the rise in the general level of dairy
commodity costs across the country. As a percentage of bakery sales,
dairy-related costs were 15.1% for fiscal 1996 versus 13.1% for fiscal 1995.
OPERATING EXPENSES--LABOR
Labor expenses were $51.3 million for fiscal 1996 versus $36.8 million for
fiscal 1995, an increase of $14.5 million or 39%. As a percentage of total
revenues, labor expenses for fiscal 1996 were 32.0% versus 31.4% for fiscal
1995. This increase was principally due to the impact of new restaurant
openings, coupled with certain duplicative and inefficient labor expenses
associated with the transition to the Company's new bakery production facility.
OPERATING EXPENSES--OCCUPANCY AND OTHER
Occupancy and other operating expenses increased 44% to $23.7 million for
fiscal 1996 versus $16.4 million for fiscal 1995. This increase was principally
attributable to the 37% increase in total revenues for fiscal 1996 and higher
costs associated with the Company's transition to its new bakery production
facility. As a percentage of total revenues, occupancy and other operating
expenses were 14.8% for fiscal 1996 versus 14.1% for fiscal 1995.
The Company incurred certain duplicative and inefficient operating costs in
connection with the transition to its new bakery production facility during the
first three quarters of fiscal 1996. Additionally, management estimates that
occupancy-related costs for its bakery operations, excluding depreciation and
amortization, increased by approximately $700,000 during fiscal 1996 as a result
of the estimated four-fold increase in production capacity offered by the new
facility.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased to $15.2 million for fiscal
1996 from $11.1 million for fiscal 1995, an increase of $4.2 million or 38%. As
a percentage of total revenues, general and administrative expenses increased
slightly to 9.5% for fiscal 1996 versus 9.4% for fiscal 1995. Fiscal 1996
general and
19
<PAGE>
administrative expenses included charges totaling approximately $1.0 million
relating to the write-off of certain unrecoverable bakery assets and the
settlement of an employment practices and related claim against the Company.
DEPRECIATION AND AMORTIZATION EXPENSES
Depreciation and amortization expenses increased to $5.4 million for fiscal
1996 from $3.0 million for fiscal 1995, an increase of $2.4 million or 79%. As a
percentage of total revenues, depreciation and amortization expenses were 3.3%
for fiscal 1996 versus 2.5% for fiscal 1995. The increase of $2.4 million for
fiscal 1996 consisted of the following components: a $1.1 million increase (to
$1.6 million) in bakery depreciation and amortization; a $1.2 million increase
(to $3.5 million) in restaurant depreciation; and a $0.1 million increase (to
$0.2 million) in corporate support-related depreciation. The increase in bakery
depreciation was attributable to the estimated four-fold increase in productive
capacity offered by the Company's new, expanded bakery production facility.
PREOPENING AMORTIZATION EXPENSE
Preopening amortization expense was $5.4 million for fiscal 1996 versus $2.9
million for fiscal 1995, an increase of $2.5 million or 88%. As a percentage of
total revenues, preopening expense amortization was 3.4% for fiscal 1996 versus
2.5% for fiscal 1995.
INTEREST AND OTHER INCOME (EXPENSE)
Interest income for fiscal 1996 was $0.5 million versus $1.1 million for
fiscal 1995, a decrease of $0.6 million or 55%. This decrease was primarily due
to lower levels of investments in marketable securities which, in turn, was
attributable to capital expenditure activity during fiscal 1996. Other income
(expense) for fiscal 1996 resulted in a net other expense of $0.3 million versus
a net other income of $0.2 million for fiscal 1995. The fiscal 1996 amount
included a charge of approximately $0.7 million attributable to the liquidation
of certain debt securities acquired during fiscal 1994 and the write-off of a
related receivable with respect to the Company's investments in marketable
securities.
INCOME TAX PROVISION
The Company's effective tax rate for fiscal 1996 was 33.5% versus 26.2% for
fiscal 1995. The lower effective rate for fiscal 1995 was principally due to
higher research and related tax credits associated with the Company's
development of its new bakery production facility.
LIQUIDITY AND CAPITAL RESOURCES
The following table presents, for the periods indicated, a summary of the
Company's key liquidity measurements.
<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
1997 1996 1995
--------- --------- ------------
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <C>
Cash and marketable securities on hand, end of year.................................. $ 53.6 $ 10.6 $ 17.0
Net working capital, end of year..................................................... $ 50.6 $ 8.8 $ 14.0
Current ratio, end of year........................................................... 2.8:1 1.5:1 1.9:1
Long-term debt, end of year.......................................................... $ -- $ 6.0 $ --
Cash provided by operations.......................................................... $ 11.5 $ 9.6 $ 12.8
Capital expenditures................................................................. $ 21.7 $ 23.3 $ 29.5(1)
</TABLE>
- ------------------------
(1) Capital expenditures in fiscal 1995 were funded, in part, from proceeds of
sales of marketable securities held-to-maturity.
20
<PAGE>
During fiscal 1997, the Company's total amount of cash and marketable
securities on hand increased by $43.0 million to $53.6 million versus $10.6
million as of the end of fiscal 1996. Similarly, the Company's net working
capital position increased by $41.8 million to $50.6 million as of the end of
fiscal 1997. These increases principally resulted from the Company's completion
of a follow-on public offering of 2.3 million shares of its common stock in
November 1997 at a price to the public of $27.00 per share. Of the approximate
$58.6 million of net proceeds to the Company from that offering, $14 million was
utilized in December 1997 to repay in full all funded debt outstanding under the
Company's $25 million revolving credit and term loan facility (the "Credit
Facility").
As of March 15, 1998, there were no borrowings outstanding under the Credit
Facility. The terms of the Credit Facility were amended in March 1998 to provide
for, among other things, borrowings under the Credit Facility to bear interest
at variable rates based, at the Company's option, on either the prime rate of
interest, the lending institution's cost of funds rate plus 0.75%, or the
applicable LIBOR rate plus 0.75%. The Credit Facility expires on May 30, 2000.
On that date, a maximum of $25 million of any borrowings outstanding under the
Credit Facility automatically convert into a four-year term loan, payable in
equal quarterly installments at interest rates of 0.5% higher than the
applicable revolving credit rates. The Credit Facility is not collateralized and
requires the Company to maintain certain financial ratios and to observe certain
restrictive covenants with respect to the conduct of its operations, with which
the Company is currently in compliance.
During fiscal 1997, the Company's total capital expenditures were $21.7
million, most of which were related to its restaurant operations. For fiscal
1998, the Company currently estimates its total capital expenditure requirement
should range between $28 - $30 million, excluding approximately $7 - $8 million
of noncapitalizable restaurant preopening costs and net of anticipated landlord
construction contributions. This estimate contemplates seven new restaurants to
be opened during fiscal 1998 and provides for an anticipated increase in
construction-in-progress disbursements for anticipated fiscal 1999 openings. The
Company has historically leased the land and building shells for its restaurant
locations and has expended cash for leasehold improvements and furnishings,
fixtures and equipment for the locations.
As of March 15, 1998, the Company has four signed leases for potential new
restaurant locations. The Company's primary expansion objective is to increase
its total restaurant productive square footage and operating weeks by 25% to 30%
during fiscal 1998 and 1999, which would necessitate the opening of at least
seven to eight restaurants (including the "express" concept for DisneyQuest) in
each of those years. In addition to growing its full-service restaurant concept,
the Company has entered into an agreement to lease and operate foodservice
facilities in the first two DisneyQuest entertainment facilities (currently
planned for 1998 and 1999 openings) and has signed a letter of intent to lease
and operate a 20,000 square foot restaurant in the new Venetian casino and
resort in Las Vegas (currently planned for a 1999 opening).
Based on its current expansion objectives and opportunities, the Company
believes its existing cash and short-term investments on hand, coupled with cash
provided by operations, available borrowings under its Credit Facility, and
landlord construction contributions (when available) should be sufficient to
finance its planned capital expenditures and other operating activities through
fiscal 1999. The Company anticipates that it may seek additional funds to
finance its future growth. However, there can be no assurance that such funds
will be available when needed or be available on terms acceptable to the
Company.
On February 26, 1998, the Company announced a three-for-two stock split to
be effective close of business on April 1, 1998. The Company also announced an
authorization from its Board of Directors to repurchase up to 300,000 shares of
its common stock (450,000 shares on a split-adjusted basis) for reissuance upon
the exercise of stock options under the Company's current stock option plans. A
source of
funding for share repurchases will be the proceeds to the Company from the
exercise of stock options. Shares may be repurchased in the open market or
through privately negotiated transactions at times and prices considered
appropriate by the Company. As of March 15, 1998, no shares had been repurchased
by the Company.
21
<PAGE>
IMPACT OF INFLATION AND CHANGES IN THE COSTS OF KEY OPERATING RESOURCES
The Company's profitability is dependent, among other things, upon its
ability to anticipate and react to changes in the costs of key operating
resources, including food and other raw materials, labor, and other supplies and
services. Various factors beyond the Company's control, including adverse
weather and general marketplace conditions, may affect the availability and cost
of food and other raw materials. The impact of inflation on food, labor and
occupancy costs can significantly affect the Company's operations. Many of the
Company's restaurant and bakery employees are paid hourly rates related to the
federal minimum wage which increased in 1988, 1991, 1996 and 1997. Additionally,
a general shortage in the availability of qualified restaurant management and
hourly workers in certain geographical areas in which the Company operates has
caused related increases in the costs of recruiting and compensating such
employees. Certain operating costs, such as utilities, taxes, insurance and
outside services continue to increase with the general level of inflation. With
respect to the Company's bakery operations, changes in the general level of
costs for dairy-related commodities can impact the results of those operations.
Dairy-related commodity costs (principally cream cheese, whipped cream and
butter) represented 15.5%, 15.1% and 13.1% of bakery sales for fiscal 1997, 1996
and 1995, respectively.
While management has been able to react to inflation and other changes in
the costs of key operating resources by increasing prices for its menu items and
bakery products, coupled with more efficient purchasing practices and economies
of scale, there can be no assurance that it will be able to continue to do so in
the future. Substantially all of the leases for the Company's restaurants
provide for additional rent obligations based on a percentage of sales. As a
result, rent expense will absorb a proportionate share of any menu price
increases in the restaurants. There can be no assurance that the Company will
continue to generate increases in comparable restaurant sales and bakery sales
in amounts sufficient to offset inflationary or other cost pressures.
SEASONALITY AND QUARTERLY RESULTS
The Company's business is subject to seasonal fluctuations. Historically,
the Company's highest earnings have occurred in the second and third quarters of
the fiscal year, as the Company's sales in its existing restaurants have
typically been higher during the second and third quarters of the fiscal year.
The Company's bakery operations are seasonal to the extent that the fourth
quarter's sales are typically higher due to holiday business. Additionally,
bakery sales comparisons may significantly vary from quarter to quarter due to
the timing and scope of large orders of seasonal or promotional bakery products
from large-account bakery customers. As a result of the seasonality of the
Company's business, results for any quarter are not necessarily indicative of
the results that may be achieved for a full fiscal year. Quarterly results have
been, and in the future are likely to be, significantly impacted by the timing
of new restaurant openings and their respective preopening expenses.
YEAR 2000 ISSUE
The Year 2000 issue results from certain computer systems and software
applications that use only two digits (rather than four) to define the
applicable year. As a result, such systems and applications may recognize a date
of "00" as the year 1900 instead of the intended year 2000, which could result
in data miscalculations and software failures. The Company has conducted an
initial assessment of its key computer systems and software applications and
believes they are Year 2000 compliant. The Company plans to communicate with all
key suppliers, financial institutions and bakery customers during fiscal 1998 to
identify and coordinate the resolution of any Year 2000 issues that might arise
from those constituencies. Based on its initial assessment, the Company believes
the cost of addressing the Year 2000 issue should not have a material impact on
the Company's financial position or results of operations.
22
<PAGE>
PROPOSED NEW ACCOUNTING STANDARD
As is currently the practice of many casual dining and upscale,
highly-customized restaurant entities, the Company defers its restaurant
preopening costs and amortizes them over the twelve-month period following the
opening of each respective restaurant. In April 1997, the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants
issued a draft Statement of Position (SOP) entitled "Reporting on the Costs of
Start-Up Activities." The proposed SOP would require entities to expense as
incurred all start-up and preopening costs that are not otherwise capitalizable
as long-lived assets. In March 1998, the Financial Accounting Standards Board
approved the SOP for final issuance, subject to certain changes. The Company
believes the final SOP will be issued during the second quarter of fiscal 1998
and will be effective for fiscal years beginning after December 15, 1998.
Restatement of previously issued financial statements is not permitted by the
draft SOP, and entities are not permitted to report the pro forma effects of the
retroactive application of the new accounting standard.
The Company's adoption of the new accounting standard proposed by the SOP
will involve the recognition of the cumulative effect of the change in
accounting principle required by the SOP as a one-time charge against earnings,
net of any related income tax effect, retroactive to the beginning of the fiscal
year of adoption. Total deferred preopening costs were $9.7 million at December
30, 1997. Upon the issuance of a final SOP, the Company will analyze its impact
and evaluate options with respect to the timing of adoption.
As has been the case with the Company's current deferred method for
accounting for preopening costs, preopening expense comparisons under the
proposed expense-as-incurred standard will continue to vary from period to
period, depending on the number and timing of restaurant openings and the
specific preopening expenses incurred for each restaurant during each period
being compared. Based on the Company's current expansion plans, the Company
believes total preopening expenses for fiscal 1998 and 1999 under either
accounting method should likely exceed the respective amount for each immediate
prior year. However, the proposed expense-as-incurred standard will, by
definition, cause an acceleration in the timing of recognition of preopening
expenses. The impact of this accelerated recognition on the Company's results of
operations for any given period could be significant, depending on the number of
restaurants opened during that period. During fiscal 1996 and 1997, the Company
reevaluated its restaurant preopening process with the objective of reducing its
timeframe, intensiveness and overall cost. The Company intends to pursue further
refinements to this process during fiscal 1998. However, there can be no
assurance that preopening costs will be reduced for future restaurants or that
preopening expenses will not continue to have a significant impact on the
Company's results of operations.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements required to be filed hereunder are set forth on
pages 25 through 41 of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEMS 10, 11, 12, AND 13:
The information required by Items 10, 11, 12, and 13 is hereby incorporated
by reference from the Registrant's definitive proxy statement for the Annual
Meeting of Stockholders to be held on May 19, 1998 which relates to the election
of directors and which will be filed with the Commission within 120 days after
the close of the Company's fiscal year.
23
<PAGE>
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORT ON FORM 8-K
The following documents are filed as a part of this Report:
(a) The Financial Statements required to be filed hereunder are listed in
the Index to Financial Statements on page 25 of this report.
(b) The Exhibits required to be filed hereunder are listed in the exhibit
index included herein at page 42.
(c) The Registrant did not file any reports on Form 8-K during the last
quarter of its fiscal year ended December 30, 1997.
24
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
NO.
-----
<S> <C>
Report of Independent Accountants.......................................................................... 26
Consolidated Balance Sheets as of December 30, 1997 and December 29, 1996.................................. 27
Consolidated Statements of Operations for Fiscal Years 1997, 1996 and 1995................................. 28
Consolidated Statements of Equity for Fiscal Years 1997, 1996 and 1995..................................... 29
Consolidated Statements of Cash Flows for Fiscal Years 1997, 1996 and 1995................................. 30
Notes to Consolidated Financial Statements................................................................. 31
</TABLE>
25
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors of
The Cheesecake Factory Incorporated:
We have audited the accompanying consolidated balance sheets of The
Cheesecake Factory Incorporated and Subsidiaries as of December 30, 1997 and
December 29, 1996 and the related consolidated statements of operations, equity
and cash flows for each of the three years in the period ended December 30,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The
Cheesecake Factory Incorporated and Subsidiaries as of December 30, 1997 and
December 29, 1996 and the results of their operations and their cash flows for
each of the three years in the period ended December 30, 1997 in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
February 25, 1998
26
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 29,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................................................... $ 43,543 $ 8,536
Investments and marketable securities.............................................. 8,508 1,770
Accounts receivable................................................................ 2,164 2,383
Other receivables.................................................................. 8,087 2,498
Inventories........................................................................ 5,069 4,206
Prepaid expenses................................................................... 963 1,778
Preopening costs................................................................... 9,690 6,229
------------ ------------
Total current assets............................................................. 78,024 27,400
------------ ------------
Property and equipment, net.......................................................... 88,064 73,037
------------ ------------
Other assets:
Marketable securities.............................................................. 1,500 296
Other receivables.................................................................. 6,875 4,805
Trademarks......................................................................... 1,256 259
Deferred income taxes.............................................................. 2,329 788
Other.............................................................................. 1,895 1,570
------------ ------------
Total other assets............................................................... 13,855 7,718
------------ ------------
Total assets................................................................... $ 179,943 $ 108,155
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................... $ 12,071 $ 8,909
Income taxes payable............................................................... 667 835
Other accrued expenses............................................................. 8,251 6,562
Deferred income taxes.............................................................. 6,409 2,337
------------ ------------
Total current liabilities........................................................ 27,398 18,643
------------ ------------
Long-term debt....................................................................... -- 6,000
Commitments (Note 6)
Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued and
outstanding...................................................................... -- --
Common stock, $.01 par value, 30,000,000 shares authorized; 13,262,208 and
10,939,608 issued and outstanding for 1997 and 1996, respectively................ 133 109
Additional paid-in capital......................................................... 114,185 55,264
Retained earnings.................................................................. 38,262 28,323
Marketable securities valuation allowance.......................................... (35) (184)
------------ ------------
Total stockholders' equity....................................................... 152,545 83,512
------------ ------------
Total liabilities and stockholders' equity..................................... $ 179,943 $ 108,155
------------ ------------
------------ ------------
</TABLE>
See the accompanying notes to the consolidated financial statements.
27
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<TABLE>
<CAPTION>
FISCAL YEAR
----------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Restaurant sales........................................................... $ 189,475 $ 139,715 $ 99,840
Bakery sales............................................................... 19,114 20,590 17,325
---------- ---------- ----------
Total revenues......................................................... 208,589 160,305 117,165
---------- ---------- ----------
Costs and expenses:
Cost of food, beverages and supplies....................................... 54,226 41,889 29,695
Bakery costs............................................................... 7,805 8,715 7,027
Operating expenses:
Labor.................................................................... 67,782 51,251 36,756
Occupancy and other...................................................... 32,200 23,716 16,445
General and administrative expenses........................................ 19,000 15,234 11,061
Depreciation and amortization expenses..................................... 6,696 5,350 2,985
Preopening amortization expense............................................ 6,646 5,394 2,870
---------- ---------- ----------
Total costs and expenses............................................... 194,355 151,549 106,839
---------- ---------- ----------
Income from operations....................................................... 14,234 8,756 10,326
Interest income, net......................................................... 520 499 1,127
Other income (expense), net.................................................. 420 (360) 197
---------- ---------- ----------
Income before income taxes................................................... 15,174 8,895 11,650
Income tax provision......................................................... 5,235 2,983 3,041
---------- ---------- ----------
Net income................................................................... $ 9,939 $ 5,912 $ 8,609
---------- ---------- ----------
---------- ---------- ----------
Net income per share:
Basic...................................................................... $ 0.89 $ 0.54 $ 0.80
Diluted.................................................................... $ 0.87 $ 0.53 $ 0.78
Weighted average shares outstanding:
Basic...................................................................... 11,228 10,900 10,802
Diluted.................................................................... 11,422 11,079 11,038
</TABLE>
See the accompanying notes to the consolidated financial statements.
28
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARKETABLE
ADDITIONAL SECURITIES
COMMON PAID-IN RETAINED VALUATION
STOCK CAPITAL EARNINGS ALLOWANCE TOTAL
----------- ---------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995............................... $ 106 $ 51,142 $ 13,802 $ (747) $ 64,303
Net income............................................. 8,609 8,609
Issuance of common stock pursuant to stock option
plan................................................. 2 2,970 2,972
Marketable securities valuation adjustment............. 321 321
----- ---------- --------- ----- ----------
Balance, December 31, 1995............................. 108 54,112 22,411 (426) 76,205
Net income............................................. 5,912 5,912
Issuance of common stock pursuant to stock option
plan................................................. 1 1,152 1,153
Marketable securities valuation adjustment............. 242 242
----- ---------- --------- ----- ----------
Balance, December 29, 1996............................. 109 55,264 28,323 (184) 83,512
Net income............................................. 9,939 9,939
Issuance of common stock pursuant to stock option
plan................................................. 1 323 324
Issuance of common stock pursuant to follow-on public
offering............................................. 23 58,598 58,621
Marketable securities valuation adjustment............. 149 149
----- ---------- --------- ----- ----------
Balance, December 30, 1997............................. $ 133 $ 114,185 $ 38,262 $ (35) $ 152,545
----- ---------- --------- ----- ----------
----- ---------- --------- ----- ----------
</TABLE>
See the accompanying notes to the consolidated financial statements.
29
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL YEAR
----------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.................................................................. $ 9,939 $ 5,912 $ 8,609
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization............................................. 6,696 5,350 2,985
Preopening amortization................................................... 6,646 5,394 2,870
Loss (gain) on asset sale................................................. 122 (9) (2)
Loss on available-for-sale securities..................................... 64 254 7
Loss on held-to-maturity securities....................................... -- -- 102
Deferred income taxes..................................................... 2,447 (559) 942
Changes in assets and liabilities:
Accounts receivable..................................................... 219 (170) (780)
Other receivables....................................................... (7,658) (878) (962)
Inventories............................................................. (863) (1,494) (1,528)
Prepaid expenses........................................................ 119 (1,082) 215
Preopening costs........................................................ (9,411) (5,520) (5,037)
Trademarks.............................................................. (1,006) (60) --
Other................................................................... (504) (655) (403)
Accounts payable........................................................ 3,162 (404) 5,536
Income taxes payable.................................................... (168) 760 26
Other accrued expenses.................................................. 1,687 2,724 217
---------- ---------- ----------
Cash provided by operating activities................................. 11,491 9,563 12,797
---------- ---------- ----------
Cash flows from investing activities:
Additions to property and equipment......................................... (21,703) (23,247) (29,453)
Sales of property and equipment............................................. 47 9 4
Investments in available-for-sale securities................................ (10,605) -- (1,124)
Sales of available-for-sale securities...................................... 2,833 4,980 5,114
Sales of held-to-maturity securities........................................ -- -- 19,370
---------- ---------- ----------
Cash used by investing activities..................................... (29,428) (18,258) (6,089)
---------- ---------- ----------
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility................. (6,000) 6,000 --
Common stock issued......................................................... 23 1 2
Proceeds from exercise of employee stock options............................ 323 1,152 2,970
Proceeds from follow-on public offering of common stock..................... 58,598 -- --
---------- ---------- ----------
Cash provided by financing activities................................. 52,944 7,153 2,972
---------- ---------- ----------
Net change in cash and cash equivalents....................................... 35,007 (1,542) 9,680
Cash and cash equivalents at beginning of period.............................. 8,536 10,078 398
---------- ---------- ----------
Cash and cash equivalents at end of period.................................... $ 43,543 $ 8,536 $ 10,078
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See the accompanying notes to the consolidated financial statements.
30
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION:
The accompanying consolidated financial statements include the accounts of
The Cheesecake Factory Incorporated and its wholly owned subsidiaries,
Cheesecake Corporation of America, Great World Foods, Inc. and The Houston
Cheesecake Factory Corporation. All of the Company's restaurants and its bakery
production facility are located within the United States. All significant
intercompany accounts and transactions for the periods presented have been
eliminated in consolidation.
FISCAL YEAR:
At the end of calendar 1992, the Company adopted a 52/53 week fiscal year
ending on the Sunday closest to December 31 for financial reporting purposes.
Fiscal 1997, 1996 and 1995 each consisted of 52 weeks. Commencing with the start
of fiscal 1998, the Company changed its fiscal week and year-end from Sunday to
Tuesday to facilitate certain operational efficiencies. In order to effect the
transition, fiscal 1997 was extended by two additional days to Tuesday, December
30, 1997. Fiscal 1998 will consist of 52 weeks and will end on Tuesday, December
29, 1998.
CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid investments with an original
maturity of three months or less at date of purchase to be cash equivalents.
INVESTMENTS AND MARKETABLE SECURITIES:
The Company records investments and marketable securities in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." SFAS No. 115 establishes
accounting and reporting requirements for investments in equity securities that
have readily determinable fair values and for all investments in debt
securities. All investment securities must be classified as one of the
following: held to maturity, trading or available for sale. Debt securities that
the Company expects to hold to maturity are classified as held-to-maturity
securities and are reported at their amortized costs. Debt securities that the
Company classifies as available-for-sale securities are reported at fair value,
with unrealized gains and losses excluded from earnings and reported as a
separate component of stockholders' equity (net of related tax effect) until
realized. Fair value is determined by the most recently traded price of each
security at the Company's balance sheet date, plus any accrued interest. Net
realized gains or losses are determined on the specific identification cost
method. At December 30, 1997, all of the Company's investments and marketable
securities were classified in the available-for-sale category.
ACCOUNTS AND OTHER RECEIVABLES:
The Company's accounts receivable principally result from credit sales to
bakery customers. Other receivables consist of various amounts due from
landlords, insurance providers and others in the ordinary course of business.
CONCENTRATION OF CREDIT RISK:
Financial instruments which potentially subject the Company to a
concentration of credit risk are cash and cash equivalents, investments and
marketable securities, and accounts receivable. The Company
31
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
currently maintains a majority of its day-to-day operating cash balances with
two major financial institutions. At times, cash balances may be in excess of
FDIC insurance limits. The Company places its temporary excess cash with major
financial institutions that, in turn, invest in high quality commercial paper
and other corporate obligations, certificates of deposit, government obligations
and other investments and marketable securities. The Company's investment policy
limits the amount of exposure to any one financial institution or investment.
With respect to marketable securities, the net unrealized loss on the Company's
investment portfolio as of December 30, 1997 and December 29, 1996 has been
reported (net of tax effect) in a valuation allowance within the stockholders'
equity section of the Consolidated Balance Sheet. Concentration of credit risk
for accounts receivable is considered by the Company to be minimal as a result
of the large number of bakery customers, as well as the payment histories and
general financial condition of the larger bakery customers.
INVENTORIES:
Inventories are stated at the lower of cost (first-in, first-out) or market.
PREOPENING COSTS:
Costs related to the opening of new restaurants are currently deferred and
then amortized over a 12-Month period commencing with the opening of each
respective restaurant. A new accounting standard has been approved by the
American Institute of Certified Public Accountants which would require
preopening costs to be expensed as incurred for fiscal years beginning after
December 15, 1998.
PROPERTY AND EQUIPMENT:
Property and equipment are recorded at cost. Improvements are capitalized
while repair and maintenance costs are expensed as incurred. Depreciation is
provided using the straight-line method over the estimated economic lives of the
assets or the primary terms of the respective leases. Depreciation periods are
as follows:
<TABLE>
<S> <C>
Land improvements....................... 25 years
Buildings............................... 30 years
Leasehold improvements.................. Primary term of lease
Restaurant fixtures and equipment....... 10 years
Bakery equipment........................ 15 years
Automotive equipment.................... 5 years
Computer equipment...................... 3 years
</TABLE>
RESEARCH AND DEVELOPMENT COSTS:
Research and development costs are expensed as incurred.
INCOME TAXES:
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." Under the asset and liability method of SFAS No.
109, deferred income taxes are recognized for the tax consequences of temporary
differences by applying enacted statutory rates applicable to future
32
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
years to the difference between the financial statement carrying amounts and the
tax bases of existing assets and liabilities. Under SFAS No. 109, the effect on
deferred taxes of a change in tax rates is recognized in income in the period
that includes the enactment date.
NET INCOME PER SHARE:
Effective December 15, 1997, the Company adopted the provisions of SFAS No.
128, "Earnings Per Share." SFAS No. 128 requires companies to present basic
earnings per share (EPS) and diluted EPS, instead of the primary and fully
diluted EPS presentations that were formerly required by Accounting Principles
Board Opinion No. 15, "Earnings Per Share." Basic EPS is computed by dividing
net income available to common stockholders by the weighted average number of
common shares outstanding during the period. For the Company, diluted EPS
includes the dilutive effect of potential stock option exercises, calculated
using the treasury stock method. EPS amounts for all periods presented reflect
the provisions of SFAS No. 128, including amounts presented for prior periods
which have been restated to conform to SFAS No. 128.
RECENT ACCOUNTING PRONOUNCEMENTS:
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which establishes standards for the reporting and display of
comprehensive income and its components (revenue, expenses, gains and losses) in
a separate full set of general-purpose financial statements. The provisions of
this statement are effective for fiscal years beginning after December 15, 1997.
Management believes that the Company currently does not have items of a material
nature that would require presentation in a separate statement of comprehensive
income.
In June 1997, the FASB also issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," which establishes standards for the
way that public business enterprises report information about operating segments
in annual financial statements and require those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. The provisions of this statement are effective for fiscal years
beginning after December 15, 1997. Management believes that the Company
currently does not have items of a material nature that would require segment
disclosure.
In April 1997, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued a draft Statement of Position
("SOP") entitled "Reporting on the Costs of Start-Up Activities." The draft SOP
would require entities to expense as incurred all start-up and preopening costs
that are not otherwise capitalizable as long-lived assets. In March 1998, the
FASB approved the SOP for final issuance, subject to certain changes. The
Company believes the final SOP will be issued during the second quarter of
fiscal 1998 and will be effective for fiscal years beginning after December 15,
1998. Restatement of previously issued financial statements is not permitted by
the draft SOP, and entities are not permitted to report the pro forma effects of
the retroactive application of the new accounting standard. The Company's
adoption of the new accounting standard proposed by the SOP will involve the
recognition of the cumulative effect of the change in accounting principle
required by the SOP as a one-time charge against earnings, net of any related
income tax effect, retroactive to the beginning of the fiscal year of adoption.
33
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS:
During fiscal 1997, the Company adopted SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS No. 121 requires impairment losses to be recorded on long-lived assets used
in operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the assets'
carrying amounts. SFAS No. 121 also addresses the accounting for long-lived
assets that are held for disposal. The Company's adoption of SFAS No. 121 did
not result in a material impact on its financial position or results of
operations.
USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company's management to make
estimates and assumptions for the reporting period and as of the financial
statement date. These estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent liabilities and the
reported amounts of revenues and expenses. Actual results could differ from
those estimates.
REVENUE RECOGNITION:
Revenue from restaurant sales is recognized when food and beverage products
are sold. Revenue from bakery sales is recognized when the bakery products are
shipped.
ENVIRONMENTAL COSTS:
Costs incurred to investigate and remediate contaminated sites are expensed
as incurred. The Company did not incur any such costs during fiscal 1997, 1996
and 1995.
ADVERTISING COSTS:
Advertising costs are expensed as incurred.
RECLASSIFICATIONS:
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
34
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. INVESTMENTS AND MARKETABLE SECURITIES (IN THOUSANDS):
<TABLE>
<CAPTION>
BALANCE
UNREALIZED SHEET
CLASSIFICATION COST FAIR VALUE LOSS AMOUNT MATURITY
- ------------------------------------ --------- ----------- ----------- --------- -------------------------------
<S> <C> <C> <C> <C> <C>
AT DECEMBER 30, 1997:
Current assets:
Available-for-sale securities:
Preferred stocks.................. $ 1,508 $ 1,453 $ (55) $ 1,453 No maturity dates
Corporate obligations............. 7,055 7,055 -- 7,055 April 1998 to August 1998
--------- ----------- ----- ---------
Total........................... $ 8,563 $ 8,508 $ (55) $ 8,508
--------- ----------- ----- ---------
--------- ----------- ----- ---------
Other assets:
Available-for-sale securities:
Corporate obligations............. $ 1,500 $ 1,500 $ -- $ 1,500 March 1999
--------- ----------- ----- ---------
--------- ----------- ----- ---------
AT DECEMBER 29, 1996:
Current assets:
Available-for-sale securities:
Preferred stocks.................. $ 2,010 $ 1,770 $ (240) $ 1,770 No maturity dates
--------- ----------- ----- ---------
--------- ----------- ----- ---------
Other assets:
Available-for-sale securities:
Corporate obligations............. $ 344 $ 296 $ (48) $ 296 February 1999 to April 2004
--------- ----------- ----- ---------
--------- ----------- ----- ---------
</TABLE>
3. OTHER RECEIVABLES:
Other receivables consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 30, 1997 DECEMBER 29, 1996
----------------- -----------------
<S> <C> <C>
Insurance claims and refunds........................... $ 1,700 $ 583
Tenant improvement allowances.......................... 12,251 6,363
Accrued income on investments.......................... 446 47
Advances to officers and employees..................... 123 188
Other.................................................. 442 122
------ ------
Total other receivables................................ 14,962 7,303
Less: current portion.................................. 8,087 2,498
------ ------
Other receivables...................................... $ 6,875 $ 4,805
------ ------
------ ------
</TABLE>
35
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INVENTORIES:
Inventories consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 30, 1997 DECEMBER 29, 1996
----------------- -----------------
<S> <C> <C>
Restaurant food and supplies........................... $ 3,551 $ 2,257
Bakery raw materials................................... 852 865
Bakery finished goods.................................. 666 1,084
------ ------
Total.................................................. $ 5,069 $ 4,206
------ ------
------ ------
</TABLE>
The amounts for restaurant food and supplies as of December 30, 1997 and
December 29, 1996 include $1.5 million and $1.1 million, respectively, for
certain smallware inventories in the restaurants.
5. PROPERTY AND EQUIPMENT:
Property and equipment consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 30, 1997 DECEMBER 29, 1996
----------------- -----------------
<S> <C> <C>
Land and related improvements.......................... $ 1,226 $ 1,249
Building............................................... 6,463 6,357
Fixtures and equipment................................. 42,395 34,767
Leasehold improvements................................. 58,090 41,738
Computer equipment..................................... 791 258
Automotive equipment................................... 390 390
Construction in progress............................... 752 5,212
-------- -------
Property and equipment................................. 110,107 89,971
Less: accumulated depreciation and amortization........ 22,043 16,934
-------- -------
Property and equipment, net............................ $ 88,064 $ 73,037
-------- -------
-------- -------
</TABLE>
6. COMMITMENTS:
The Company leases all its restaurant facilities under noncancellable
operating leases, with primary terms ranging from 10 to 20 years. The restaurant
leases include land and building shells, require contingent rent above the
minimum lease payments based on a percentage of sales typically ranging from 5%
to 8%, and require various expenses incidental to the use of the property. Most
leases have renewal options. Management has always exercised its renewal options
in the past. The Company also leases certain restaurant and bakery equipment
under operating lease agreements.
36
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. COMMITMENTS: (CONTINUED)
The aggregate minimum annual lease payments under noncancellable operating
leases (including those for three restaurants with executed leases as of
December 30, 1997 that are planned for 1998 openings) are as follows (in
thousands):
<TABLE>
<S> <C>
1998...................................................... $ 7,452
1999...................................................... 7,843
2000...................................................... 7,873
2001...................................................... 7,996
2002...................................................... 7,955
Thereafter................................................ 81,079
---------
Total minimum lease commitments....................... $ 120,198
---------
---------
</TABLE>
Rent expenses charged to operations on all operating leases were as follows
(in thousands):
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996 FISCAL 1995
----------- ----------- -----------
<S> <C> <C> <C>
Base rent............................................... $ 5,289 $ 4,459 $ 2,868
Contingent rent......................................... 5,853 4,361 3,679
Other charges........................................... 2,093 1,842 959
----------- ----------- -----------
Total............................................... $ 13,235 $ 10,662 $ 7,506
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
With respect to the three restaurants with executed leases as of December
30, 1997 that are currently planned for fiscal 1998 openings, the Company has
estimated construction commitments (leasehold improvements and fixtures,
furnishings and equipment), net of agreed-upon landlord construction
contributions, totaling approximately $8 million.
7. INCOME TAXES:
The provision for income taxes consisted of the following (in thousands):
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996 FISCAL 1995
----------- ----------- -----------
<S> <C> <C> <C>
Current:
Federal............................................... $ 2,831 $ 2,680 $ 1,959
State................................................. 703 582 140
----------- ----------- -----------
Total current..................................... 3,534 3,262 2,099
Deferred................................................ 1,701 (279) 942
----------- ----------- -----------
Income tax provision.................................... $ 5,235 $ 2,983 $ 3,041
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
37
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INCOME TAXES: (CONTINUED)
The following is a reconciliation between the U.S. federal statutory rate
and the effective tax rate:
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996 FISCAL 1995
------------- ------------- -------------
<S> <C> <C> <C>
Federal tax rate........................................ 34.0% 34.0% 34.0%
State and district income taxes net of federal income
tax benefits.......................................... 5.9 4.2 5.3
FICA tip credit and research credits.................... (4.6) (6.6) (10.8)
Municipal bond income, dividends received deduction and
other................................................. (0.8) 1.9 (2.3)
--- --- -----
Effective rate...................................... 34.5% 33.5% 26.2%
--- --- -----
--- --- -----
</TABLE>
The temporary differences which give rise to deferred income tax assets and
liabilities are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 30, 1997 DECEMBER 29, 1996
----------------- -----------------
<S> <C> <C>
Deferred tax assets:
Property and equipment............................... $ -- $ (2,179)
Accrued rent......................................... 2,281 1,540
Tax credit carryforwards............................. -- 1,157
Accrued litigation................................... -- 262
Capital losses....................................... -- 153
Other, net........................................... 48 (145)
------ -------
Total.............................................. $ 2,329 $ 788
------ -------
------ -------
Deferred tax liabilities:
Property and equipment............................... $ 4,763 $ --
Preopening costs..................................... 4,196 2,716
Tax credit carryforwards............................. (1,981) (240)
Capital losses....................................... (186) --
Other, net........................................... (383) (139)
------ -------
Total.............................................. $ 6,409 $ 2,337
------ -------
------ -------
</TABLE>
8. LONG-TERM DEBT:
The Company maintains a $25 million revolving credit and term loan facility
(the "Credit Facility") with a major financial institution. In December 1997,
the Company utilized a portion of the net proceeds of a follow-on public
offering of common stock completed in November 1997 to fully repay $14 million
of borrowings outstanding under the Credit Facility. As of March 15, 1998, there
were no borrowings outstanding under the Credit Facility. The terms of the
Credit Facility were amended in March 1998 to provide for, among other things,
borrowings under the Credit Facility to bear interest at variable rates based,
at the Company's option, on either the prime rate of interest, the lending
institution's cost of funds rate plus 0.75% or the applicable LIBOR rate plus
0.75%. The Credit Facility expires on May 30, 2000. On that date, a maximum of
$25 million of any borrowings outstanding under the Credit Facility
automatically convert into a four-year term loan, payable in equal quarterly
installments at interest rates of 0.5% higher
38
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. LONG-TERM DEBT: (CONTINUED)
than the applicable revolving credit rates. The Credit Facility is not
collateralized and requires the Company to maintain certain financial ratios and
to observe certain restrictive covenants with respect to the conduct of its
operations, with which the Company is currently in compliance.
9. SUBSEQUENT EVENT--STOCK SPLIT:
On February 26, 1998, the Company's Board of Directors declared a 50% stock
dividend, in the form of a three-for-two stock split, payable on April 1, 1998
to stockholders of record on March 12, 1998.
10. STOCK OPTIONS:
The Board of Directors has authorized the Company to grant options to
certain employees and outside directors to acquire a total of 1,967,500 shares
of common stock, pursuant to the terms of the Company's employee and directors
stock option plans, as amended. Options are granted at market value on the date
of the grant, generally vest at 20% per year, and become exercisable provided
the Company meets or exceeds certain performance standards. The options
generally expire ten years from the date of grant. Transactions during fiscal
1997, 1996 and 1995 under the option plans were as follows:
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996 FISCAL 1995
----------- ----------- -----------
<S> <C> <C> <C>
Options outstanding at start of year.... 807,250 672,075 838,400
Options granted......................... 424,950 365,275 223,225
Options exercised....................... (22,600) (86,100) (295,425)
Options cancelled....................... (104,950) (144,000) (94,125)
----------- ----------- -----------
Options outstanding at end of year...... 1,104,650 807,250 672,075
----------- ----------- -----------
----------- ----------- -----------
Options exercisable at end of year...... 345,400 218,031 188,125
Options available for grant at end of
year.................................. 458,725 678,725 --
</TABLE>
Weighted average option exercise price information for the fiscal years 1997
and 1996 were as follows:
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996
----------- -----------
<S> <C> <C>
Options outstanding at start of year....................... $ 19.46 $ 16.82
Options granted............................................ $ 21.21 $ 22.25
Options exercised.......................................... $ 14.29 $ 13.39
Options cancelled.......................................... $ 20.87 $ 17.45
Options outstanding at end of year......................... $ 20.09 $ 19.46
</TABLE>
39
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. STOCK OPTIONS: (CONTINUED)
The following table sets forth information with respect to fixed stock
options as of December 30, 1997:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ----------------------------------------------------------------- ---------------------------
AMOUNT WEIGHTED AMOUNT WEIGHTED
OUTSTANDING WEIGHTED AVERAGE AVERAGE EXERCISABLE AVERAGE
RANGE OF AS OF REMAINING EXERCISE AS OF EXERCISE
EXERCISE PRICES 12/30/97 CONTRACTUAL LIFE PRICE 12/30/97 PRICE
- --------------- ------------ ------------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
$13.33-$13.33 191,050 4.72years $ 13.33 191,050 $ 13.33
$15.00-$17.67 58,100 6.88 $ 15.21 12,600 $ 15.95
$18.13-$18.13 119,400 9.00 $ 18.13 7,000 $ 18.13
$18.25-$19.83 116,100 8.68 $ 18.61 23,475 $ 18.89
$20.13-$21.00 132,200 9.29 $ 20.74 45,775 $ 20.63
$21.13-$21.13 5,000 8.92 $ 21.13 1,000 $ 21.13
$21.50-$21.50 146,000 8.06 $ 21.50 21,500 $ 21.50
$21.88-$24.13 166,500 9.13 $ 23.82 11,125 $ 23.64
$25.25-$26.00 118,500 7.93 $ 25.74 25,075 $ 25.66
$26.25-$28.38 51,800 9.20 $ 27.64 6,800 $ 26.85
------------ ------------
$13.33-$28.38 1,104,650 7.94 $ 20.09 345,400 $ 16.89
------------ ------------
------------ ------------
</TABLE>
The Company has adopted the "disclosure only" provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," and will continue to use the
intrinsic value-based method of accounting prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly,
no compensation expense has been recognized for the Company's stock option
plans. Had compensation expense for the Company's stock option plans been
determined based on the fair value at the grant date for awards in 1997 and 1996
consistent with the provisions of SFAS No. 123, the Company's net earnings and
earnings per share would have been reduced to the pro forma amounts indicated
below (in thousands, except earnings per share):
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996
----------- -----------
<S> <C> <C>
Net income, as reported.................................... $ 9,939 $ 5,912
Net income, pro forma...................................... $ 7,287 $ 4,702
Basic net income per share, as reported.................... $ 0.89 $ 0.54
Basic net income per share, pro forma...................... $ 0.65 $ 0.43
Diluted net income per share, as reported.................. $ 0.87 $ 0.53
Diluted net income per share, pro forma.................... $ 0.64 $ 0.42
</TABLE>
The fair value of each option issued in 1997 and 1996 is estimated at the
date of the grant using the Black-Scholes option pricing model with the
following weighted average assumptions: (a) no dividend yield on the Company's
stock, (b) expected volatility of the Company's stock of 47.3%, (c) a risk free
interest rate of 6.31% for 1997 and 6.28% for 1996 and (d) expected option lives
of seven years.
40
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. OTHER SUPPLEMENTAL DATA:
Other accrued expenses consisted of (in thousands):
<TABLE>
<CAPTION>
DECEMBER 30, 1997 DECEMBER 29, 1996
----------------- -----------------
<S> <C> <C>
Salaries and wages........................... $ 1,859 $ 1,365
Payroll and sales taxes...................... 1,990 954
Rent and related expenses.................... 1,067 1,095
Compensated absences......................... 1,284 768
Other........................................ 2,051 2,380
------ ------
$ 8,251 $ 6,562
------ ------
------ ------
</TABLE>
Repairs and maintenance expenses for fiscal 1997, 1996 and 1995 were $2.2
million, $1.7 million and $1.3 million, respectively.
12. SUPPLEMENTAL CASH FLOW DISCLOSURES:
Supplemental cash flow disclosures consisted of (in thousands):
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996 FISCAL 1995
----------- ----------- -----------
<S> <C> <C> <C>
Interest paid........................................... $ 543 $ 141 $ --
----------- ----------- -----------
----------- ----------- -----------
Income taxes paid....................................... $ 2,987 $ 2,783 $ 2,073
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
13. QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized unaudited quarterly financial data (in thousands, except earnings
per share) for fiscal 1997 and 1996 was as follows:
<TABLE>
<CAPTION>
QUARTER ENDED: MARCH 30, 1997 JUNE 29, 1997 SEPTEMBER 28, 1997 DECEMBER 30, 1997
- ------------------------------------------- -------------- ------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Total revenues............................. $ 45,228 $ 50,995 $ 53,554 $ 58,812
Income from operations..................... $ 2,488 $ 3,643 $ 4,212 $ 3,891
Net income................................. $ 1,723 $ 2,404 $ 2,901 $ 2,911
Diluted net income per share............... $ 0.16 $ 0.22 $ 0.26 $ 0.24
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED: MARCH 31, 1996 JUNE 30, 1996 SEPTEMBER 29, 1996 DECEMBER 29, 1996
- ------------------------------------------- -------------- ------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Total revenues............................. $ 35,380 $ 39,210 $ 42,198 $ 43,517
Income from operations..................... $ 2,326 $ 2,838 $ 2,381 $ 1,211
Net income................................. $ 1,624 $ 2,062 $ 1,719 $ 507
Diluted net income per share............... $ 0.15 $ 0.19 $ 0.16 $ 0.05
</TABLE>
41
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
2.1 Form of Reorganization Agreement(1)
3.1 Certificate of Incorporation of the Company(1)
3.2 Bylaws of the Company(1)
10.1 David Overton Employment Agreement(1)
10.2 Gerald Deitchle Employment Agreement(2)
10.3 The Cheesecake Factory Incorporated 1992 Performance Employee Stock Option Plan(1)
10.4 Performance Incentive Plan(1)
10.5 Michael Nahkunst Employment Agreement
10.6 The Cheesecake Factory Incorporated Non-Employee Director Stock Option Plan
11.0 Statement Regarding Computation of Earnings Per Share
21.0 Subsidiaries of the Company
23.0 Consent of Coopers & Lybrand L.L.P.
27.1 Financial Data Schedule for fiscal 1997 (included only with electronic filings)
27.2 Financial Data Schedule for SFAS No. 128 restatement for fiscal 1996 (included only
with electronic filing)
27.3 Financial Data Schedule for SFAS No. 128 restatement for fiscal 1997 (included only
with electronic filing)
</TABLE>
- ------------------------
(1) Previously filed and incorporated by reference herein from the Registrant's
Registration Statement on Form S-1 (No. 33-47936).
(2) Previously filed and incorporated by reference herein from the Registrant's
Form 10-K for the fiscal year ended December 29, 1996.
42
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 27th day of
March, 1997.
<TABLE>
<S> <C> <C>
THE CHEESECAKE FACTORY INCORPORATED
By: /s/ DAVID OVERTON
-----------------------------------------
David Overton
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant, in the capacities indicated, on this 27th day of March, 1998.
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board,
/s/ DAVID OVERTON President and Chief
- ------------------------------ Executive Officer March 27, 1998
David Overton (Principal Executive
Officer)
Executive Vice President
/s/ GERALD W. DEITCHLE and Chief Financial
- ------------------------------ Officer (Principal March 27, 1998
Gerald W. Deitchle Financial and Accounting
Officer)
/s/ THOMAS L. GREGORY
- ------------------------------ Director March 27, 1998
Thomas L. Gregory
/s/ WAYNE H. WHITE
- ------------------------------ Director March 27, 1998
Wayne H. White
/s/ JEROME I. KRANSDORF
- ------------------------------ Director March 27, 1998
Jerome I. Kransdorf
43
<PAGE>
EXHIBIT 10.5
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into this 14th day
of August, 1997, between CHEESECAKE CORPORATION OF AMERICA (the "Company") and
MICHAEL A. NAHKUNST (the "Employee").
WHEREAS, the Board of Directors of the Company (the "Board") has approved
and authorized the entry into this Agreement with the Employee; and
WHEREAS, the parties desire to enter into this Agreement setting forth the
terms and conditions for the employment relationship to the Employee with the
Company.
NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements herein contained and intending to be legally bound hereby, the
Company and the Employee hereby agree as follows:
1. EMPLOYMENT. The Employee is employed as an Executive Vice President
and Chief Operating Officer of the Company from the Date of this Agreement
until such employment is terminated in accordance with Section 9. The Employee
shall have such duties and responsibilities as may be designated to him by the
Board from time to time. Employee shall report directly to the Chief Executive
Officer of the Company. Employee shall devote substantially all his time,
attention and energies to the business and affairs of the Company and its
subsidiaries. The Company acknowledges that Employee may continue his current
activities with the entities listed on Schedule A.
2. SALARY. Subject to the further provisions of this Agreement, the
Company shall pay the Employee a salary at an annual rate of $250,000, with
such salary to be increased at such times, if any, and in such amounts as
determined by the Board ("Base Salary"). Such salary shall be payable by the
Company to the Employee in substantially equal installments not less frequently
than bi-weekly. Participation in deferred compensation, discretionary bonus,
retirement, stock option and other employee benefit plans and in fringe
benefits shall not reduce the salary payable to the Employee under this
Section 2. The Employee shall receive a signing bonus on the date hereof in
the net amount of $25,000 after all federal and state income tax and FICA.
<PAGE>
3. PARTICIPATION IN BONUS, RETIREMENT AND EMPLOYEE BENEFIT PLANS.
3.1 The Employee shall be entitled to participate equitably with
other officers to the extent of his position, tenure and salary in any plan of
the Company relating to options, bonuses, stock purchases, pension, thrift,
profit sharing, life insurance, disability insurance, medical coverage,
education, severance or so called "golden parachute" payments, or other
retirement or employee benefits that the Company has adopted or may adopt for
the benefit of its officers.
3.2 In addition to the foregoing, the Employee shall receive on the
date hereof options under the Company's 1992 Employee Performance Stock Option
Plan ("1992 Plan") to purchase 100,000 shares of the Company's Common Stock
("Initial Options") which options shall vest 20% per year on the first
anniversary of the date of grant and each anniversary thereafter, provided the
Company's earnings performance for the year ended immediately prior to the year
in which the vesting date occurs, meets or exceeds the average earnings
performance of all full-menu table service restaurants reported in the Wertheim
Index or an equivalent index selected by the Board's Compensation Committee
("Performance Standards"). The exercise price shall be equal to $24.12 which
is the "Fair Market Value" as defined in the 1992 Plan as of the date of this
Agreement.
3.3 For each of next three fiscal years beginning after the end of
the 1997 fiscal year, the Employee will be granted on the first business day of
each applicable fiscal year a minimum of 15,000 options under the 1992 Plan to
purchase the Company's Common Stock subject to a five year vesting schedule and
other terms of the 1992 Plan.
3.4 At such time that the Company's stockholders approve an increase
in the number of shares available under the 1992 Plan or approve the
implementation of a comparable stock option plan for employees, Employee will
receive a minimum of an additional 55,000 options to purchase the Company's
Common Stock subject to a three year vesting schedule and the other terms of
the 1992 Plan, (or other like similar plan that may be approved). In such
event that the 1992 Plan or similar plan is not approved by stockholders on or
before November 1, 2000, the Company agrees on such date to issue separately to
Employee 55,000 options to purchase the Company's Common Stock, subject to a
three year vesting schedule with an exercise price equal to the "Fair Market
Value" as such term is defined in the 1992 Plan.
3.5 Employee and his dependents shall be entitled to participate in
either the Company-paid indemnity/IPPO health insurance program through NYL
Care, or the Company-paid HMO health insurance program through CareAmerica.
Participation shall be effective 30 days from the date hereof. The Company
shall provide COBRA reimbursement to Employee for the 30 days prior to
Employee's and his dependent's participation in a Company-paid health insurance
program. In addition, Employee shall have the right to participate in any
other plan or benefit offered by the Company for similar situated employees.
2
<PAGE>
3.6 The Employee shall be eligible for participation in the
Company's Performance Incentive Plan (the "Incentive Plan"). At the end of the
1998 fiscal year the Employee shall be entitled to the greater of (i) the award
under the Incentive Plan for such fiscal year, or (ii) $50,000.
4. AUTOMOBILE. The Company shall provide the Employee, at his option, a
non-accountable car allowance of $1000 per month, or participation in the
Company's car leasing plan.
5. RELOCATION BENEFITS.
(a) The Company shall reimburse the Employee for documented expenses
incurred in connection with the full-pack and transportation of Employee's and
his families' personal effects from the Employee's current residence in Texas.
(b) The Company shall provide the Employee an allowance sufficient
for up to three months rent from the date hereof for furnished temporary living
quarters.
(c) The Company shall reimburse the Employee for reasonable usual
and customary closing costs incurred in connection with the purchase of a new
principal residence in Southern California.
(d) The Company shall reimburse Employee for the costs of roundtrip
airline tickets for two (2) trips from Texas to Southern California for
Employee's spouse.
6. VACATION. The Employee shall be entitled to three (3) weeks annual
paid vacation in accordance with the Company's general administrative policy,
in addition to holidays and other paid time off provided generally to officers
of the Company.
7. BUSINESS EXPENSES. During such time as the Employee is rendering
services hereunder, the Employee shall be entitled to incur and be reimbursed
for all reasonable business expenses, including but not limited to mobile
telephone charges. The Company agrees that it will reimburse the Employee for
all such expenses upon the presentation by the Employee, from time to time, of
an itemized account of such expenditures setting forth the date, the purposes
for which incurred, and the amounts thereof, together with such receipts
showing payments in conformity with the Company's established policies.
Reimbursement shall be made within a reasonable period not to exceed thirty
days after the Employee's submission of an itemized account.
8. INDEMNITY. The Company shall indemnify and hold the Employee
harmless from any cost, expense or liability arising out of or relating to any
acts or decisions made by the Employee on behalf of or in the course of
performing services for the Company to the same extent the Company indemnifies
and holds harmless other officers and directors of the Company and in
accordance with the Company's established policies. The Company agrees to
maintain Directors and Officers Liability Insurance if such insurance shall be
available at
3
<PAGE>
rates and on terms reasonably acceptable to the Board.
9. TERMINATION.
(a) DEATH. This Agreement shall terminate upon the Employee's
death. Employee's estate shall be entitled to any unpaid pro rata salary
earned prior to such death, any amounts due Employee pursuant to the second
sentence of Section 3.6, or a lump sum payment of the pro rata portion of
Employee's Incentive Plan award for the fiscal year, if any, when paid to all
other participants, and all benefits and rights provided under any applicable
stock option plan. Upon the Employee's death, 40% of the Initial Options shall
immediately vest if death occurs within two years from the date of this
Agreement and 100% of the Initial Options shall immediately vest if death
occurs more than two years from the date of this Agreement.
(b) DISABILITY. If, as a result of the Employee's incapacity due to
physical or mental illness, he shall have been absent from the full-time
performance of substantially all of his material duties with the Company for 90
consecutive days or 180 days within any 12-month period, his employment may be
terminated by the Company for "Disability." Termination shall occur 30 days
after a notice of a written termination is delivered to Employee by the
Company. Employee shall be entitled to any unpaid pro rata salary earned prior
to such "Disability" and a lump sum payment of the pro rata portion of
Employee's Incentive Plan award for the fiscal year, if any, when paid to all
other participants, and all benefits and rights provided under any applicable
stock option plan and disability plan. The Company will pay Employee's COBRA
payments for the maximum term for Employee and his dependents. Upon
termination for Disability, 40% of the Initial Options shall immediately vest
if termination occurs within two years of the date of this Agreement and 100%
of the Initial Options shall immediately vest if termination occurs more than
two years from the date of this Agreement.
(c) CAUSE. Subject to the notice provisions set forth below, the
Company may terminate the Employee's employment for "Cause" at any time.
"Cause" shall mean termination upon: (1) the willful failure by the Employee
to substantially perform his duties with the Company for a reasonable period of
time (other than any such failure resulting from his incapacity due to physical
or mental illness), after a written demand for substantial performance is
delivered to him by the Board, which demand specifically identifies the manner
in which the Board believes that he has not substantially performed his duties;
(2) the Employee's willful misconduct that is demonstrably and materially
injurious to the Company, monetarily or otherwise; or (3) the Employee's
commission of such acts of dishonesty, fraud, misrepresentation or other acts
of moral turpitude as would prevent the effective performance of his duties.
For purposes of this subsection (c), no act, or failure to act, on the
Employee's part shall be deemed "willful" unless done, or omitted to be done,
by him not in good faith and without the reasonable belief that his action or
omission was in the best interest of the Company. Notwithstanding the
foregoing, the Employee shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to him a copy of a resolution
duly adopted by the affirmative vote of a majority of the members
4
<PAGE>
of the Board at a meeting of such members finding that he has engaged in the
conduct set forth above in this subsection (c) and specifying the particulars
thereof in detail. Employee shall be entitled to any unpaid pro rata salary
earned prior to termination under this paragraph (c).
(d) WITHOUT CAUSE. This Agreement and the Employee may be
terminated for any reason without cause by the Company at any time. In such
case, the Employee shall be entitled to (i) any unpaid pro rata salary earned
up to the date of termination, (ii) a lump-sum payment in an amount equal to
one-half of one year's Base Salary then in effect (but in no event less than
$125,000), (iii) a lump-sum payment of the pro rata portion of Employee's
Incentive Plan award for the fiscal year, if any, when awards are paid to all
other plan participants, (iv) any amounts accrued and unpaid under any plan or
benefit of which Employee is a participant, (v) the immediate vesting of forty
percent (40%) of any options granted to Employee pursuant to Sections 3.2, 3.3
and 3.4 if termination occurs within two (2) years from the date hereof and
(vi) the vesting of one hundred percent (100%) of any options granted to
Employee pursuant to Sections 3.2, 3.3 and 3.4 if termination occurs after two
(2) years from the date hereof.
(e) BY EMPLOYEE. Employee may terminate this Agreement upon 90 days
written notice to the Company and shall be entitled to any unpaid pro rata
salary earned up to the date of termination.
(f) NOTICE AND DATE OF TERMINATION. Any termination of the
Employee's employment by the Company or by the Employee shall be communicated
by written Notice of Termination to the other party hereto in accordance with
Section 12. "Notice of Termination" shall mean a notice that indicates the
specific termination provision in this Agreement relied upon and sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
the termination of the Employee's employment under the provision so indicated.
Unless otherwise provided Employee's employment is terminated upon the date set
forth in the Notice of Termination. For purposes of this Agreement, the term
of this Agreement shall end on the effective date of Employee's termination as
provided in the foregoing notice or, if no effective date is provided, the date
such notice is received by Employee.
10. ASSIGNMENT.
(a) This Agreement is personal to each of the parties hereto. No
party may assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other party hereto, except that this
Agreement shall be binding upon and inure to the benefit of any successor
corporation to the Company.
(b) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform as if
5
<PAGE>
no such succession had taken place. As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes this Agreement by operation
of law, or otherwise.
(c) This Agreement shall inure to the benefit of and be enforceable
by the Employee and his personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Employee should die while any amount would still be payable to him hereunder
had he continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to his devisee,
legatee or other designee or, if there is no such designee, to his estate.
11. CONFIDENTIAL INFORMATION.
(a) During the term of this Agreement and thereafter, the Employee
shall not, except as may be required to perform his duties hereunder or as
required by applicable law, disclose to others for use, whether directly or
indirectly, any Confidential Information regarding the Company. "Confidential
Information" shall mean information about the Company, its subsidiaries and
affiliates, and their respective clients and customers that is not available to
the general public and that was learned by the Employee in the course of his
employment by the Company, including (without limitation) any data, formulae,
information, proprietary knowledge, trade secrets and client and customer lists
and all papers, resumes, records and the documents containing such Confidential
Information. The Employee acknowledges that such Confidential Information is
specialized, unique in nature and of great value to the Company, and that such
information gives the Company a competitive advantage. Upon the termination of
his employment, the Employee will promptly deliver to the Company all documents
(and all copies thereof) containing any Confidential Information.
(b) NONCOMPETITION. Except as otherwise provided herein, the
Employee agrees that during the term of this Agreement he will not, directly or
indirectly, without the prior written consent of the Company, provide
consulting service with or without pay, own, manage, operate, join, control,
participate in, or be connected as a stockholder, partner, or otherwise with
any business, individual, partner, firm, corporation, or other entity which is
then in competition with the Company or any present affiliate of the Company;
provided, however, that the "beneficial ownership" by the Employee, either
individually or as a member of a "group," as such terms are used in Rule 13d of
the General Rules and Regulations under the Securities Exchange Act of 1934
("Exchange Act"), of not more than 1% of the voting stock of any corporation
shall not be a violation of this Agreement. It is further expressly agreed
that the Company will or would suffer irreparable injury if the Employee were
to compete with the Company or any subsidiary or affiliate of the Company in
violation of this Agreement and that the Company would by reason of such
competition be entitled to injunctive relief in a court of appropriate
jurisdiction, and the Employee further consents and stipulates to the entry of
such injunctive relief in such a court prohibiting the Employee from competing
with the Company or any subsidiary or affiliate of the Company in violation of
this Agreement. Employee shall be permitted to own the greater of 1% of the
6
<PAGE>
voting shares or 140,000 shares of Common Stock of Total Entertainment and
maintain his positions and current duties with the entities listed on
Schedule A.
(c) RIGHT TO COMPANY MATERIALS. The Employee agrees that all
styles, designs, recipes, lists, materials, books, files, reports,
correspondence, records, and other documents ("Company Material") used,
prepared, or made available to the Employee, shall be and shall remain the
property of the Company. Upon the termination of his employment or the
expiration of this Agreement, all Company Materials shall be returned
immediately to the Company, and Employee shall not make or retain any copies
thereof.
(d) ANTISOLICITATION. The Employee promises and agrees that during
the term of this Agreement, and for a period of two years thereafter, he will
not influence or attempt to influence employees, customers, franchisees,
landlords, or suppliers of the Company or any of its present or future
subsidiaries or affiliates, either directly or indirectly, to divert their
employment or business to or with any individual, partnership, firm,
corporation or other entity then in competition with the business of the
Company, or any subsidiary or affiliate of the Company.
12. NOTICE. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below, or to such other
addresses as either party may have furnished to the other in writing in
accordance herewith, except that notice of a change of address shall be
effective only upon actual receipt:
Company: The Cheesecake Factory Incorporated
26950 Agoura Road
Calabasas Hills, California 91301
with a copy to: the Secretary of the Company;
Employee: Michael A. Nahkunst
4500 Arcady Avenue
Dallas, Texas 75205
13. AMENDMENTS OR ADDITIONS. No amendment or additions to this Agreement
shall be binding unless in writing and signed by both parties hereto.
14. SECTION HEADINGS. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.
15. SEVERABILITY. The provisions of this Agreement shall be deemed
severable
7
<PAGE>
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
16. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but both of which together will
constitute one and the same instrument.
17. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three arbitrators in Los Angeles, California, in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Employee shall be entitled to seek
specific performance of his right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in
connection with this Agreement.
18. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Employee and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of California without regard to its
conflicts of law principles. All references to sections of the Exchange Act
shall be deemed also to refer to any successor provisions to such sections.
8
<PAGE>
Any payments provided for hereunder shall be paid net of any applicable
withholding required under federal, state or local law. Sections 11 and 17
shall survive the expiration of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
on the date first indicated above.
CHEESECAKE CORPORATION OF AMERICA
By:
------------------------------
DAVID OVERTON
Chief Executive Officer
EMPLOYEE:
---------------------------------
MICHAEL A. NAHKUNST
9
<PAGE>
- --------------------------------------------------------------------------------
THE CHEESECAKE FACTORY INCORPORATED
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
MARCH 13, 1997
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
ARTICLE I - Purpose................................................ 1
ARTICLE II - Definitions............................................ 1
ARTICLE III - Shares Subject to Plan................................. 3
ARTICLE IV - Administration......................................... 4
ARTICLE V - Eligibility............................................ 5
ARTICLE VI - Options................................................ 6
ARTICLE VII - Effect of Certain Changes.............................. 9
ARTICLE VIII - Amendment and Termination.............................. 12
ARTICLE IX - Issuance of Shares and Compliance with
Securities Regulations................................. 12
ARTICLE X - Application of Funds................................... 12
ARTICLE XI - Notice................................................. 13
ARTICLE XII - Term of Plan........................................... 13
ARTICLE XIII - Effectiveness of the Plan.............................. 13
ARTICLE XIV - Captions............................................... 14
ARTICLE XV - Governing Law.......................................... 14
i
<PAGE>
THE CHEESECAKE FACTORY INCORPORATED
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of the THE CHEESECAKE FACTORY INCORPORATED 1997 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN (the "Plan") is to promote the interest of the
Company and its stockholders by increasing the proprietary and vested interest
of non-employee directors in the growth and performance of the Company. The
Plan provides for awards of non-qualified options (the "Options") to
non-employee directors of the Company, as set forth in Section 5.1, below, in
accordance with Rule 16-b, promulgated under the Securities Exchange Act of
1934, as amended (the "1934 Act"). The Options shall be exercisable in whole or
in part, subject to any vesting requirements, at all times during the period
beginning on the date of grant until the earlier of (i) ten years from the date
of grant, and (ii) one year form the date on which a Grantee ceases to be an
Eligible Director. In this Plan, the terms "Parent" and "Subsidiary" mean
"Parent Corporation" and "Subsidiary Corporation," respectively, as such terms
are defined in Sections 424(e) and (f) of the Code.
ARTICLE II
DEFINITIONS
The following words and terms as used herein shall have that meaning set
forth therefor in this Article II, unless a different meaning is clearly
required by the context.
1
<PAGE>
Whenever appropriate, words used in the singular shall be deemed to include the
plural and vice versa, and the masculine gender shall be deemed to include the
feminine gender.
2.1 BOARD shall mean the Board of Directors of the Company.
2.2 CODE shall mean the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.
2.3 COMMITTEE shall mean the Compensation Committee which may be
appointed by the Board in accordance with the provisions of Article IV to
administer the Plan.
2.4 COMMON STOCK shall mean the shares of common stock, .01 par
value, of the Company, and any other securities of the Company to the extent
provided in Article VIII.
2.5 COMPANY shall mean The Cheesecake Factory Incorporated, a
Delaware corporation, and any successor to it.
2.6 EFFECTIVE DATE shall mean the day upon which the Plan is approved
by the stockholders of the Company.
2.7 ELIGIBLE DIRECTOR shall have the meaning set forth in Section 5.1
herein.
2.8 FAIR MARKET VALUE shall have the meaning set forth in Section 6.2
herein.
2.9 GRANTEE shall mean a Non-Employee Director who is granted an
Option by the Board under this Plan.
2.10 NON-EMPLOYEE DIRECTOR shall have the meaning set forth in Rule
16b-3 promulgated under the 1934 Act, as amended.
2.11 OPTION shall mean an option granted under this Plan.
2
<PAGE>
2.12 OPTION AGREEMENT shall mean a written agreement evidencing the
right to purchase shares of Common Stock pursuant to the terms of this Plan
which agreement shall be in the form described in Article VI.
2.13 PLAN shall mean The Cheesecake Factory Incorporated 1997
Non-Employee Director Stock Option Plan, as set forth herein and as amended from
time to time.
2.14 SECURITIES ACT means the Securities Act of 1933, as amended.
2.15 SUBSIDIARY shall mean any corporation that at the time qualifies
as a subsidiary of the Company under the definition of "subsidiary corporation"
contained in Section 424(f) of the Code, as that section may be amended from
time to time.
ARTICLE III
SHARES SUBJECT TO PLAN
3.1 TOTAL NUMBER OF SHARES AVAILABLE. The maximum number of shares
of Common Stock in respect of which awards may be granted under the Plan is One
Hundred Thousand (100,000) (subject to adjustment as provided below in Section
3.3 and in Article VII hereof).
3.2 SOURCE OF SHARES. The shares of Common Stock issued upon the
exercise of an Option shall be made available, in the discretion of the Board,
either from the authorized but unissued shares of Common Stock or from any
outstanding shares of Common Stock which have been reacquired by the Company.
3.3 SHARES SUBJECT TO EXPIRED OR OTHERWISE TERMINATED OPTIONS.
Shares of Common Stock subject to options that are expired, forfeited,
terminated, canceled or settled without the delivery of Common Stock will again
be available for grant. Also, shares
3
<PAGE>
tendered to the Company in satisfaction or partial satisfaction of the exercise
price of any options will increase the number of shares available for options to
the extent permitted by Rule 16b-3 promulgated under the 1934 Act.
ARTICLE IV
ADMINISTRATION
4.1 COMMITTEE TO ADMINISTER PLAN. The Board may delegate the
exclusive control and management of the operations of the Plan to the Committee.
The Board may, however, at any time or times either (i) terminate any such
delegation of authority and assume the exclusive control and management of the
Plan, or (ii) having terminated such a delegation of authority may again
delegate the exclusive control and management of the Plan to the Committee. In
the event that and for so long as this Plan is controlled and managed by the
Board, the terms and provisions of this Plan, other than Sections 2.1, 2.3, 4.1,
4.2, shall be applied by substituting the term "Board" for "Committee" therein.
4.2 APPOINTMENT OF A COMMITTEE. In the event that the Board appoints
a Committee: (i) the Committee shall be composed solely of two or more
Non-Employee Directors; (ii) all vacancies occurring on the Committee shall be
filled with Non-Employee Directors by appointment of the Board; (iii) the
members of the Committee shall serve at the pleasure of the Board; (iv) the
Committee shall adopt such rules and regulations as it shall deem appropriate
concerning the holding of meetings and the administration of the Plan; and (v)
the entire Committee shall constitute a quorum and the actions of the entire
Committee present at a meeting, or actions approved in writing by the entire
Committee, shall be the accounts of the Committee.
4
<PAGE>
4.3 DETERMINATIONS TO BE MADE BY THE COMMITTEE. Subject to the
provisions of this Plan, the Committee shall determine: (i) the Grantees; (ii)
the number of shares of Common Stock subject to an Option; (iii) the date or
dates upon which an Option may be exercised or granted; (iv) the manner in which
an Option may be exercised; (v) such other terms to which an Option is subject
(including the manner in which it vests); and (vi) the form of any Option
Agreements (as defined in Section 6.1 below). In determining the amount and
terms of options granted under the Plan, the Committee shall review performance
measures which shall influence the number of Options granted and the vesting of
such Options.
4.4 INTERPRETATION OF PLAN. The Committee shall interpret the Plan
and from time to time may adopt such rules and regulations for carrying out the
terms and purposes of the Plan and may take such other actions in the
administration of the Plan as it deems advisable. The interpretation and
construction by the Committee of any provision of this Plan or any Option
Agreement and the determination of any question arising under this Plan, any
such rule or regulation, or any Option Agreement shall be final and binding on
all persons interested in the Plan.
4.5 LIMITED LIABILITY. Neither the Board nor any member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.
ARTICLE V
ELIGIBILITY
5.1 ELIGIBLE DIRECTORS. Options may be granted under the Plan only
to non-employee directors of the Company, in accordance with Rule 16-b,
promulgated under the
5
<PAGE>
1934 Act, as amended, who (i) are not officers of, or otherwise employed by, the
Company, its affiliates, its parent, or its subsidiaries, if any, (ii) do not
receive compensation, either directly or indirectly, from the Company, its
affiliates, its parent, or its subsidiaries, if any, for services rendered as a
consultant or in any capacity other than as a director, except for an amount
that does not exceed the dollar amount for which disclosure would be required as
set forth in Rule 16b-3(b)(3)(i)(B), (iii) do not possess an interest in any
other transaction for which disclosure would be required as set forth in Rule
16b-3(b)(3)(i)(C), and (iv) are not engaged in a business relationship for which
disclosure would be required as set forth in Rule 16b-3(b)(3)(i)(D)
(collectively, the "Eligible Directors").
ARTICLE VI
OPTIONS
6.1 TERMS AND CONDITIONS OF OPTIONS. Each Option shall specify the
number of shares of Common Stock for which such Option shall be exercisable and
the exercise price for each such shares of Common Stock. In addition, each
Option shall be evidenced by a written agreement (an "Option Agreement"), in
substantially the form of EXHIBIT A, with such changes thereto as are consistent
with the Plan as the Board (or Committee, if one is appointed) shall deem
appropriate and shall provide in substance as follows:
6.2 NUMBER OF SHARES AND PURCHASE PRICE. Each Option Agreement shall
specify the number of shares of Common Stock covered by such Option and the
purchase price per share. The price (the "Option Price") at which each share of
Common Stock may be purchased shall be 100% of the Fair Market Value of the
shares of Common Stock on the date of the grant (as determined in accordance
with this Article VI).
6
<PAGE>
For purposes of the Plan, the "Fair Market Value" of shares of Common Stock
shall be equal to:
6.2.1 if such shares are publicly traded, (x) the closing
price on the business day immediately preceding the date of grant if
any trades were made on such business day and such information is
available, otherwise the average of the last bid and asked prices on
the business day immediately preceding the date of grant, in the
over-the-counter market as reported by the National Association of
Securities Dealers Automated Quotations System ("THOUSAND") or (y) if
such shares are then traded on a national securities exchange, the
closing price on the business day immediately preceding the date of
grant, if any trades were made on such business day and such
information is available, otherwise the average of the high and low
prices on the business day immediately preceding the date of grant, on
the principal national securities exchange on which it is so traded;
or
6.2.2 if there is no public trading market for such shares,
the fair value of such shares on the date of grant as reasonably
determined in good faith by the Board (or Committee, if applicable,
and with the consent of a majority of the Board) after taking into
consideration all factors which it deems appropriate, including,
without limitation, recent sale and offer prices of such shares in
private transactions negotiated at arms' length.
7
<PAGE>
Notwithstanding anything contained in the Plan to the contrary, all
determinations pursuant to Article VI hereof shall be made without regard to any
restriction other than a restriction which, by its terms, will never lapse.
6.3 PAYMENT OF OPTION PRICE. The Option Price of the Options may be
satisfied in cash, by a certified or cashier's check, or unless otherwise
determined by the Board, by exchanging shares of Common Stock owned by the
Grantee at their Fair Market Value, or by a combination of cash and shares of
Common Stock.
6.4 NON-TRANSFERABILITY OF OPTIONS. Each Option Agreement shall
provide that the Option granted therein shall be non-transferable and
non-assignable by the Grantee other than by will or the laws of descent and
distribution pursuant to a qualified domestic relations order, and that during
the lifetime of the Grantee such Option may be exercised only by the Grantee or
such Grantee's legal representative.
6.5 MAXIMUM TERM; DATE OF EXERCISE; TERMINATION. Each Option
Agreement shall provide that the Options shall be exercisable in whole or in
part at all times during the period beginning on the date of grant until the
earlier of (i) ten years from the date of grant, and (ii) one year form the date
on which a Grantee ceases to be an Eligible Director.
6.6 EXERCISE OF OPTIONS. Each Option Agreement shall provide that
Options shall be exercised by delivering a written notice of exercise to the
Company. Each such notice shall state the number of shares of Common Stock with
respect to which the Option is being exercised and shall be signed by the person
(or persons) exercising the Option and, in the event the Option is being
exercised by any person other than the Grantee, shall be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person
8
<PAGE>
to exercise the Option. The exercise price for each Option shall be paid in
full for the number of shares of Common Stock specified in the notice as
provided in this Section 6.6.
The date of exercise of an Option shall be the date on which written notice
of exercise shall have been delivered to the Company, but the exercise of an
Option shall not be effective until the person (or persons) exercising the
Option shall have complied with all the provisions of the Option Agreement
governing the exercise of the Option. The Company shall deliver as soon as
practicable after receipt of notice and payment, certificates for the shares of
Common Stock subject to the Option. No one shall be deemed to be the holder of
any shares of Common Stock subject to an Option, or have any other rights as a
stockholder, unless and until certificates for the shares of such Common Stock
are issued to that person.
6.7 OTHER PROVISIONS. The Option Agreement may include such other
terms and conditions, not inconsistent with this Plan, as the Board in its sole
discretion shall determine.
ARTICLE VII
EFFECT OF CERTAIN CHANGES
7.1 ANTI-DILUTION. If there is any change in the number of shares of
Common Stock through the declaration of stock dividends or through a
recapitalization which results in stock splits or reverse stock splits, the
Board shall make corresponding adjustments to the number of shares of Common
Stock available for Options, the number of such shares covered by outstanding
Options, and the price per share of such Options in order to appropriately
reflect any increase or decrease in the number of issued shares of Common
9
<PAGE>
Stock; provided, however, that any fractional shares of Common Stock resulting
from such adjustment shall be eliminated. Any determination made by the Board
relating to such adjustments shall be final, binding and conclusive.
7.2 CHANGE IN PAR VALUE. In the event of a change in the Common
Stock of the Company, as constituted as of the date of this Plan, which is
limited to a change of all of its authorized shares with par value into the same
number of shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Common Stock within the
meaning of the Plan.
7.3 MERGERS AND CONSOLIDATIONS. Notwithstanding the other Sections
of this Article VII, upon the dissolution or liquidation of the Company, or upon
any reorganization, merger or consolidation of the Company with one or more
corporations where the Company is the surviving corporation and the stockholders
of the Company immediately prior to such transaction do not own at least eighty
percent (80%) of the Company's Common Stock immediately after such transaction,
or upon any reorganization, merger or consolidation of the Company with one or
more corporations where the Company is not the surviving corporation, or upon a
sale of substantially all of the assets or eighty percent (80%) or more of the
then outstanding shares of Common Stock of the Company to another corporation or
entity, (any such reorganization, merger, consolidation, sale of assets, or sale
of shares of Common Stock being hereinafter referred to as the "Transaction"),
the Plan shall terminate; provided however, that
(i) any Options theretofore granted and outstanding under the
Plan shall accelerate and become immediately exercisable in full and
shall remain exercisable until the effective date of such Transaction;
10
<PAGE>
(ii) the termination of the Plan, and any exercise of any Option
(to the extent that the holder's right to exercise such Option has
been accelerated by the operation of Section 7.3(i)), shall be subject
to and conditioned upon the consummation of the Transaction to which
such termination and acceleration relates, and if, for any reason,
such Transaction is abandoned, exercise of the Option shall be void
and such Option shall thereafter be exercisable only as permitted by
the Plan and the Option Agreement, which shall remain in full force
and effect.
For purposes of applying this Section 7.3, the Fair Market Value of shares
of Common Stock underlying the Options shall be determined as of the time the
Option with respect to such shares is granted. The Company shall use its best
efforts to give each Grantee written notice of any proposed Transaction at least
thirty (30) days prior to the effective date of any such Transaction. Any
Option not exercised by the time the Transaction legally becomes effective shall
thereupon terminate.
7.4 RIGHTS OF PARTICIPANTS. Except as hereinbefore expressly
provided in this Article VII, the Grantee shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class or by reason of any dissolution, liquidation, merger, or
consolidation or spin-off of assets or stock of another corporation, and any
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an Option. The grant of an Option shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structures or to merge or to consolidate or to dissolve, liquidate or sell or
transfer all or part of its business or assets.
11
<PAGE>
ARTICLE VIII
AMENDMENT AND TERMINATION
The Board shall have the right to amend, suspend or terminate this Plan at
any time, provided that unless first approved by the stockholders of the
Company, no amendment shall be made to the Plan (except to conform the Plan and
the Option Agreements thereunder to changes in the Code or governing law) which:
(i) increases the number of shares of Common Stock which may be purchased
pursuant to the Options, either individually or in the aggregate, (ii) changes
the requirement that Option grants be priced at Fair Market Value, (iii)
modifies in any respect the class of individuals who constitute Eligible
Directors or (iv) materially increases benefits.
ARTICLE IX
ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES REGULATIONS
The obligation of the Company to sell and deliver the shares of Common
Stock pursuant to Options granted under this Plan shall be subject to all
applicable laws, regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a registration statement under the Securities
Act of 1933, as amended, if deemed necessary or appropriate by the Board, to
register the shares of Common Stock reserved for issuance upon exercise of
Options under such Act.
ARTICLE X
APPLICATION OF FUNDS
Any proceeds received by the Company as a result of the exercise of Options
granted under the Plan may be used for any valid corporate purpose.
12
<PAGE>
ARTICLE XI
NOTICE
Any notice to the Company required under this Plan shall be in writing and
shall either be delivered in person or sent by registered or certified mail,
return receipt requested, postage prepaid, to:
The Cheesecake Factory Incorporated
26950 Agoura Road
Calabasas Hills, California 91301
Attention: Gerald Deitchle, CFO
ARTICLE XII
TERM OF PLAN
The Plan shall terminate ten (10) years from the date upon which it is
approved by the stockholders of the Company or on such earlier date as may be
determined by the Board. In any event, termination shall be deemed to be
effective as of the close of business on the day of termination. No Options may
be granted after such termination. Termination of the Plan, however, shall not
affect the rights of Grantees under Options previously granted to them, and all
unexpired Options shall continue in full force and operation after termination
of the Plan until they lapse or terminate by their own terms and conditions.
ARTICLE XIII
EFFECTIVENESS OF THE PLAN
The Plan shall become effective upon adoption by the Board; provided,
however, that the Plan shall be submitted for approval by the holders of a
majority of the voting stock of the Company at the Company's next Annual Meeting
of Stockholders to be held in 1997. In the event the stockholders shall fail to
approve the Plan, it and all Options granted
13
<PAGE>
thereunder shall be and become null and void. Notwithstanding any other
provision of the Plan to the contrary, no Options granted under the Plan may be
exercised until after such stockholder approval.
ARTICLE XIV
CAPTIONS
The use of captions in this Plan is for convenience. The captions are not
intended to provide substantive rights.
ARTICLE XV
GOVERNING LAW
All questions concerning the construction, interpretation and validity of
this Plan and the instruments evidencing the Options granted hereunder shall be
governed by and construed and enforced in accordance with the domestic laws of
the State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether in the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware. In furtherance of the foregoing, the internal law of the
State of Delaware will control the interpretation and construction of this Plan,
even if under such jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.
As adopted by the Board of Directors of THE CHEESECAKE FACTORY INCORPORATED
on March 13, 1997.
14
<PAGE>
EXHIBIT 11
THE CHEESECAKE FACTORY INCORPORATED AND SUBSIDIARIES
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
NET INCOME PER COMMON SHARE--BASIC
Weighted average shares outstanding................................. 11,227,688 10,900,195 10,801,763
------------- ------------- -------------
------------- ------------- -------------
Net income (loss)................................................... $ 9,938,737 $ 5,911,842 $ 8,608,917
------------- ------------- -------------
------------- ------------- -------------
Net income per share--Basic......................................... $ 0.89 $ 0.54 $ 0.80
------------- ------------- -------------
------------- ------------- -------------
NET INCOME PER COMMON SHARE--DILUTED
Weighted average shares outstanding................................. 11,227,888 10,900,195 10,801,763
Net effect of dilutive stock options based on the treasury stock
method using average market price................................. 193,928 179,017 236,368
------------- ------------- -------------
Total shares outstanding for computation of per share earnings...... 11,421,616 11,079,212 11,038,131
------------- ------------- -------------
------------- ------------- -------------
Net income (loss)................................................... $ 9,938,737 $ 5,911,642 $ 8,608,917
------------- ------------- -------------
------------- ------------- -------------
Net income per share--Diluted....................................... $ 0.87 $ 0.53 $ 0.78
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
<PAGE>
EXHIBIT 21.0
THE CHEESECAKE FACTORY INCORPORATED
LIST OF SUBSIDIARIES:
Cheesecake Corporation of America, a California corporation
Great World Foods, Inc., a California corporation
The Houston Cheesecake Factory Corporation, a Texas corporation
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated February 25, 1998 on our audits of the
consolidated financial statements of The Cheesecake Factory Incorporated and
Subsidiaries as of December 30, 1997 and December 29, 1996 and for each of the
three years in the period ended December 30, 1997, which report is included in
the Company's Annual Report on Form 10-K.
[LOGO]
COOPERS & LYBRAND L.L.P.
Los Angeles, California
March 27, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-30-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> DEC-30-1997
<CASH> 43,543
<SECURITIES> 8,508
<RECEIVABLES> 2,164
<ALLOWANCES> 0
<INVENTORY> 5,069
<CURRENT-ASSETS> 78,024
<PP&E> 110,107
<DEPRECIATION> 22,043
<TOTAL-ASSETS> 179,943
<CURRENT-LIABILITIES> 27,398
<BONDS> 0
0
0
<COMMON> 133
<OTHER-SE> 152,412
<TOTAL-LIABILITY-AND-EQUITY> 179,943
<SALES> 208,589
<TOTAL-REVENUES> 208,589
<CGS> 62,031
<TOTAL-COSTS> 62,031
<OTHER-EXPENSES> 132,324
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 69
<INCOME-PRETAX> 15,174
<INCOME-TAX> 5,235
<INCOME-CONTINUING> 9,939
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,939
<EPS-PRIMARY> .89
<EPS-DILUTED> .87
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-29-1996 DEC-29-1996 DEC-29-1996
<PERIOD-START> JAN-01-1996 JAN-01-1996 JAN-01-1996
<PERIOD-END> DEC-29-1996 JUN-30-1996 SEP-29-1996
<CASH> 8,536 8,327 9,539
<SECURITIES> 1,770 4,245 4,223
<RECEIVABLES> 2,383 4,959 4,867
<ALLOWANCES> 0 0 0
<INVENTORY> 4,206 3,559 4,222
<CURRENT-ASSETS> 27,400 28,759 30,953
<PP&E> 89,971 74,826 82,309
<DEPRECIATION> 16,934 14,427 15,587
<TOTAL-ASSETS> 108,155 99,735 108,383
<CURRENT-LIABILITIES> 18,643 19,035 22,559
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 109 109 110
<OTHER-SE> 83,403 80,591 82,715
<TOTAL-LIABILITY-AND-EQUITY> 108,155 99,735 108,383
<SALES> 160,305 74,590 116,789
<TOTAL-REVENUES> 160,305 74,590 116,789
<CGS> 50,604 23,233 36,895
<TOTAL-COSTS> 50,604 23,233 36,895
<OTHER-EXPENSES> 100,945 46,193 72,348
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 13 18 93
<INCOME-PRETAX> 8,895 5,461 8,009
<INCOME-TAX> 2,984 1,775 2,603
<INCOME-CONTINUING> 5,912 3,686 5,406
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 5,912 3,686 5,406
<EPS-PRIMARY> .54 .34 .49
<EPS-DILUTED> .53 .33 .49
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-30-1997 DEC-30-1997 DEC-30-1997
<PERIOD-START> DEC-30-1996 DEC-30-1996 DEC-30-1996
<PERIOD-END> MAR-30-1997 JUN-29-1997 SEP-28-1997
<CASH> 9,359 11,102 9,121
<SECURITIES> 1,920 1,918 2,997
<RECEIVABLES> 2,069 2,140 2,091
<ALLOWANCES> 0 0 0
<INVENTORY> 3,844 4,319 4,572
<CURRENT-ASSETS> 27,905 29,198 31,048
<PP&E> 91,930 97,588 106,483
<DEPRECIATION> 18,366 19,873 20,090
<TOTAL-ASSETS> 111,181 116,137 127,829
<CURRENT-LIABILITIES> 19,556 22,072 27,817
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 110 110 110
<OTHER-SE> 85,515 87,955 90,902
<TOTAL-LIABILITY-AND-EQUITY> 111,181 116,137 127,829
<SALES> 45,228 96,224 149,777
<TOTAL-REVENUES> 45,228 96,224 149,777
<CGS> 13,590 28,538 44,186
<TOTAL-COSTS> 13,590 28,538 44,186
<OTHER-EXPENSES> 29,150 61,555 95,249
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 116 108
<INCOME-PRETAX> 2,632 6,302 10,731
<INCOME-TAX> 908 2,174 3,702
<INCOME-CONTINUING> 1,724 4,128 7,029
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 1,724 4,128 7,029
<EPS-PRIMARY> .16 .38 .64
<EPS-DILUTED> .16 .37 .63
</TABLE>
