8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 22, 2012

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-20574	51-0340466
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(818) 871-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In a press release dated October 24, 2012, The Cheesecake Factory Incorporated (the “Company”) announced financial results for the Company’s third quarter of fiscal 2012, which ended on September 4, 2012.  The full text of the press release is furnished herewith as Exhibit 99.1 to this Report.

The information furnished in Item 2.02 of this Current Report on Form 8-K (“Report”), including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section.  This information will not be deemed incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.

ITEM 7.01REGULATION FD DISCLOSURE

On October 22, 2012, the Board of Directors of the Company approved the payment of a cash dividend to its stockholders.  A dividend of $0.12 per share will be paid on November 20, 2012 to the stockholders of record on November 7, 2012 of each share of the Company’s common stock.  Future dividends will be subject to Board approval.  On October 24, 2012, the Company included in its press release, attached hereto as Exhibit 99.1 and described in Item 2.02 above, an announcement of the declaration of the dividend.  The full text of the press release is furnished herewith as Exhibit 99.1 to this Report and is hereby incorporated by reference.

The information furnished in Item 7.01 of this Report, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section.  This information will not be deemed incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.  The furnishing of the information in Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Report contains is material investor information that is not otherwise publicly available.

ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99.1 Press release dated October 24, 2012 entitled, “The Cheesecake Factory Reports Results for Third Quarter of Fiscal 2012”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  October 24, 2012	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ W. Douglas Benn
		W. Douglas Benn
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated October 24, 2012 entitled, “The Cheesecake Factory Reports Results for Third Quarter of Fiscal 2012”

4

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE	Contact: Jill Peters
	(818) 871-3000
	investorrelations@thecheesecakefactory.com

THE CHEESECAKE FACTORY REPORTS RESULTS FOR

THIRD QUARTER OF FISCAL 2012

Calabasas Hills, CA — October 24, 2012 — The Cheesecake Factory Incorporated (NASDAQ: CAKE) today reported financial results for the third quarter of fiscal 2012, which ended on October 2, 2012.

Total revenues were $453.8 million in the third quarter of fiscal 2012 as compared to $430.4 million in the prior year third quarter.  Net income and diluted net income per share were $27.2 million and $0.49, respectively.

Operating Results

Comparable restaurant sales at The Cheesecake Factory and Grand Lux Cafe increased 2.5% in the third quarter of fiscal 2012.  By concept, comparable restaurant sales grew 2.9% at The Cheesecake Factory and declined 2.0% at Grand Lux Cafe.

“We delivered a 36 percent increase in earnings per share this quarter driven by a competitively strong comparable sales increase at the high-end of our expectations, and solid cost management,” said David Overton, Chairman and Chief Executive Officer.

“Our sales growth was primarily due to increases in guest traffic, as we extend our market share gains.  We have a nearly 35-year track record of executing the highest volume, highest complexity restaurants in casual dining, and yet we still keep getting better and better at operating our restaurants.  We see ongoing improvements in overall guest satisfaction scores, which is critical to attracting and retaining guests,” continued Overton.  “The tenure, knowledge and commitment of our operations team are outstanding and those are key success factors to our performance,” concluded Overton.

Development

The Company expects to open as many as eight new restaurants in fiscal 2012, four of which are already open.  Of the remaining new restaurant openings, two locations are expected to open in each of November and December 2012.

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

Internationally, the first The Cheesecake Factory restaurant opened in Dubai in August 2012 under a licensing agreement.  The Company expects as many as three new locations to open in the Middle East in fiscal 2012.

Capital Allocation

The Company’s Board of Directors declared a quarterly cash dividend of $0.12 per share on the Company’s common stock.  The dividend is payable on November 20, 2012 to shareholders of record at the close of business on November 7, 2012.

The Company repurchased 530,450 shares of its common stock at a cost of approximately $17.4 million during the third quarter of fiscal 2012.  Year-to-date, the Company repurchased 2,430,099 shares of its common stock at a total cost of approximately $75 million.

The Company expects that it will return between $90 million and $100 million in free cash flow to shareholders in fiscal 2012 through share repurchases.  Dividend payments will represent an incremental return of capital to shareholders in fiscal 2012.

Conference Call and Webcast

A conference call to review the Company’s results for the third quarter of fiscal 2012 will be held today at 2:00 p.m. Pacific Time.  The conference call will be broadcast live over the Internet and a replay will be available shortly after the call and continue through November 24, 2012.  To listen to the conference call, please go to the Company’s website at www.thecheesecakefactory.com at least 15 minutes prior to the start of the call to register and download any necessary audio software. Click on the “Investors” link on the home page and select the conference call link at the top of the page.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept.  The Company operates 173 full-service, casual dining restaurants throughout the U.S., including 158 restaurants under The Cheesecake Factory® mark; 14 restaurants under the Grand Lux Cafe® mark; and one restaurant under the RockSugar Pan Asian Kitchen® mark.  The Company also operates two bakery production facilities in Calabasas Hills, CA and Rocky Mount, NC that produce over 70 varieties of quality cheesecakes and other baked products.  To learn more about the Company, visit www.thecheesecakefactory.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, including uncertainties related to: the Company’s ability to deliver comparable sales increases within its stated range; the Company’s ability to manage its cost structure; the Company’s ability to continue to increase its market share and outperform the industry; the Company’s ability to maintain or increase its food quality and service scores; the Company’s ability to retain its staff members; the Company’s ability to continue to generate the necessary cash flows to fund its new restaurant growth, continue its share repurchase program and pay a quarterly cash dividend; factors outside of the Company’s control that impact consumer confidence and spending; current and future macro national and regional economic and credit market conditions; changes in  national and regional unemployment rates; the economic health of the Company’s landlords and other tenants in retail centers in which its restaurants are located; the economic health of suppliers, vendors and other third parties providing goods or services to the Company; adverse weather conditions in regions in which the Company’s restaurants are located; factors that are under the control of government agencies, landlords and other third parties; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), as set forth below.  Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements.  Forward-looking statements speak only as of the dates on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws.  Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC, which are available at www.sec.gov.

The Cheesecake Factory Incorporated and Subsidiaries

Consolidated Financial Statements

(unaudited; in thousands, except per share and statistical data)

	13 Weeks Ended					13 Weeks Ended					39 Weeks Ended					39 Weeks Ended
	October 2, 2012					September 27, 2011					October 2, 2012					September 27, 2011
Consolidated Statements of Income	Amounts			Percent of Revenue		Amounts			Percent of Revenue		Amounts			Percent of Revenue		Amounts			Percent of Revenue
Revenues	$	453,819		100.0	%	$	430,417		100.0	%	$	1,344,322		100.0	%	$	1,279,928		100.0	%
Costs and expenses:
Cost of sales	111,620			24.6	%	109,274			25.4	%	330,237			24.6	%	323,862			25.3	%
Labor expenses	145,630			32.1	%	139,085			32.3	%	434,696			32.3	%	416,052			32.5	%
Other operating costs and expenses	113,700			25.1	%	106,510			24.7	%	328,458			24.4	%	313,176			24.5	%
General and administrative expenses	22,450			4.9	%	23,442			5.5	%	77,393			5.8	%	71,915			5.6	%
Depreciation and amortization expenses	18,733			4.1	%	17,588			4.1	%	55,540			4.1	%	52,524			4.1	%
Preopening costs	2,362			0.5	%	4,264			1.0	%	7,485			0.6	%	7,132			0.6	%
Total costs and expenses	414,495			91.3	%	400,163			93.0	%	1,233,809			91.8	%	1,184,661			92.6	%
Income from operations	39,324			8.7	%	30,254			7.0	%	110,513			8.2	%	95,267			7.4	%
Interest and other (expense)/income, net	(1,710		)	(0.4	)%	(1,201		)	(0.3	)%	(3,696		)	(0.3	)%	(3,697		)	(0.2	)%
Income before income taxes	37,614			8.3	%	29,053			6.7	%	106,817			7.9	%	91,570			7.2	%
Income tax provision	10,451			2.3	%	8,479			1.9	%	30,533			2.2	%	25,792			2.1	%
Net income	$	27,163		6.0	%	$	20,574		4.8	%	$	76,284		5.7	%	$	65,778		5.1	%
Basic net income per share	$	0.51				$	0.37				$	1.43				$	1.15
Basic weighted average shares outstanding	52,958					55,661					53,264					57,136
Diluted net income per share	$	0.49				$	0.36				$	1.38				$	1.11
Diluted weighted average shares outstanding	55,126					57,439					55,271					59,108
Selected Segment Information
Revenues:
Restaurants	$	437,887				$	413,315				$	1,305,808				$	1,236,767
Bakery	31,384					33,016					87,711					86,963
Intercompany bakery sales	(15,452		)			(15,914		)			(49,197		)			(43,802		)
	$	453,819				$	430,417				$	1,344,322				$	1,279,928
Income from operations:
Restaurants	$	57,985				$	50,719				$	177,905				$	159,237
Bakery	2,191					2,289					5,987					5,174
Corporate	(20,852		)			(22,754		)			(73,379		)			(69,144		)
	$	39,324				$	30,254				$	110,513				$	95,267

Selected Consolidated Balance Sheet Information	October 2, 2012		January 3, 2012
Cash and cash equivalents	$	56,431	$	48,211
Total assets	1,049,123		1,022,570
Total liabilities	473,380		479,817
Stockholders’ equity	575,743		542,753

	13 Weeks Ended		13 Weeks Ended		39 Weeks Ended		39 Weeks Ended
Supplemental Information	October 2, 2012		September 27, 2011		October 2, 2012		September 27, 2011
Comparable restaurant sales percentage change	2.5	%	0.8	%	2.2	%	1.5	%
Restaurants opened during period	2		4		4		5
Restaurants open at period-end	173		168		173		168
Restaurant operating weeks	2,249		2,152		6,686		6,410

Reconciliation of Non-GAAP Results to GAAP Results

In addition to the results provided in accordance with Generally Accepted Accounting Principles (“GAAP”) in this press release, the Company is providing non-GAAP measurements which present the year-to-date fiscal 2012 net income and diluted net income per share excluding the impact from a certain item.  Additional detail regarding this item can be found in the Company’s Form 10-Q for the quarterly period ended July 3, 2012 filed with the Securities and Exchange Commission on August 10, 2012.

The non-GAAP measurements are intended to supplement the presentation of the Company’s financial results in accordance with GAAP.  The Company believes that the presentation of these items provides additional information to facilitate the comparison of past and present financial results.

	13 Weeks Ended				39 Weeks Ended
	October 2, 2012		September 27, 2011		October 2, 2012			September 27, 2011
	(unaudited; in thousands, except per share data)
Net income (GAAP)	$	27,163	$	20,574	$	76,284		$	65,778
After-tax impact from:
- Proceeds from variable life insurance contract (1)	—		—		(419		)	—
Net income (non-GAAP)	$	27,163	$	20,574	$	75,865		$	65,778
Diluted net income per share (GAAP)	$	0.49	$	0.36	$	1.38		$	1.11
After-tax impact from:
- Proceeds from variable life insurance contract	—		—		(0.01		)	—
Diluted net income per share (non-GAAP)	$	0.49	$	0.36	$	1.37		$	1.11

(1)This item is non-taxable and is recorded in interest and other (expense)/income, net.

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