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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549


FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TWELVE WEEKS ENDED JULY 3, 2002

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-8445


THE STEAK N SHAKE COMPANY
(Exact name of registrant as specified in its charter)

INDIANA   37-0684070
(State or other jurisdiction
of incorporation or
organization)
  (I.R.S. Employer
Identification No.)
36 S. Pennsylvania Street, Suite 500
Indianapolis, Indiana 46204
(317) 633-4100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

        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  ý        No  o

        Number of shares of Common Stock outstanding at August 2, 2002: 27,484,736




THE STEAK N SHAKE COMPANY
INDEX

 
   
 
  Page No.
PART I. FINANCIAL INFORMATION    

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

 

 

 

Consolidated Statements of Financial Position—July 3, 2002 (Unaudited) and September 26, 2001

 

3

 

 

 

Consolidated Statements of Earnings (Unaudited) Twelve and Forty Weeks Ended July 3, 2002 and July 4, 2001

 

4

 

 

 

Consolidated Statements of Cash Flows (Unaudited) Forty Weeks Ended July 3, 2002 and July 4, 2001

 

5

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

6

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

7

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

11

PART II. OTHER INFORMATION

 

 

 

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

 

12

PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

The Steak n Shake Company
Consolidated Statements of Financial Position

 
  July 3,
2002

  September 26,
2001

 
 
  (Unaudited)

   
 
Assets:              
Current Assets              
  Cash, including cash equivalents of $15,150,000 in 2002 and $5,129,000 in 2001   $ 17,687,003   $ 8,715,136  
  Short term investments     520,239     3,491,598  
  Receivables     2,830,721     5,139,890  
  Properties under sale and leaseback contract         7,994,212  
  Inventories     5,397,491     5,205,906  
  Deferred income taxes     1,793,000     293,000  
  Other current assets     1,585,052     3,327,352  
   
 
 
  Total current assets     29,813,506     34,167,094  
   
 
 
Property and Equipment              
  Land     65,241,001     58,060,867  
  Buildings     58,287,662     54,239,105  
  Leasehold improvements     54,629,326     51,955,953  
  Equipment     132,194,054     126,251,628  
  Construction in progress     8,205,207     6,790,412  
   
 
 
      318,557,250     297,297,965  
  Less accumulated depreciation and amortization     (102,183,935 )   (90,279,573 )
   
 
 
  Net property and equipment     216,373,315     207,018,392  
   
 
 

Net Leased Property

 

 

923,484

 

 

1,091,723

 

Other Assets

 

 

 

 

 

 

 
  Long term investments     9,996,281      
  Other assets     2,703,923     2,788,946  
  Intangible assets     1,480,000      
   
 
 
      14,180,204     2,788,946  
   
 
 
    $ 261,290,509   $ 245,066,155  
   
 
 
Liabilities and Shareholders' Equity:              
Current Liabilities              
  Accounts payable   $ 12,903,578   $ 13,989,304  
  Accrued expenses     29,216,183     20,492,283  
  Current portion of senior note     3,960,317     3,960,317  
  Current portion of obligations under capital leases     450,152     563,896  
   
 
 
  Total current liabilities     46,530,230     39,005,800  
Deferred Income Taxes     6,665,000     5,994,000  
Deferred Credits     5,262,850     4,620,856  
Obligations Under Capital Leases     929,943     1,270,763  
Senior Note     26,561,429     28,378,889  
Shareholders' Equity              
  Common stock—$.50 stated value 50,000,000 shares authorized—shares issued: 30,332,839 in 2002; 30,151,617 in 2001     15,166,420     15,075,809  
  Additional paid-in capital     123,481,009     122,522,345  
  Retained earnings     65,789,015     47,877,738  
  Less: Unamortized value of restricted shares     (420,312 )   (927,791 )
    Treasury stock—at cost 2,682,603 shares in 2002; 1,982,201 shares in 2001     (28,675,075 )   (18,752,254 )
   
 
 
  Total shareholders' equity     175,341,057     165,795,847  
   
 
 
    $ 261,290,509   $ 245,066,155  
   
 
 

See accompanying notes.

3



The Steak n Shake Company
Consolidated Statements of Earnings
(Unaudited)

 
  Twelve
Weeks Ended

  Forty
Weeks Ended

 
  July 3, 2002
  July 4, 2001
  July 3, 2002
  July 4, 2001
Revenues                        
  Net sales   $ 107,514,013   $ 104,789,759   $ 346,640,039   $ 333,870,914
  Franchise fees     898,704     851,864     2,808,698     2,772,702
  Other—net     505,072     826,344     1,322,917     2,200,836
   
 
 
 
      108,917,789     106,467,967     350,771,654     338,844,452
   
 
 
 
Costs and Expenses                        
  Cost of sales     24,841,922     24,983,064     80,575,826     78,922,115
  Restaurant operating costs     51,434,884     51,347,180     169,157,884     166,979,747
  General and administrative     7,940,490     7,438,853     26,447,351     24,696,187
  Rent     5,234,463     4,482,325     16,940,451     14,318,100
  Depreciation and amortization     4,337,102     4,036,600     14,341,240     13,117,258
  Marketing     3,732,115     3,788,957     12,247,277     11,871,954
  Pre-opening costs     383,242     522,360     1,492,441     2,100,697
  Interest     395,232     509,031     1,481,903     1,913,348
   
 
 
 
      98,299,450     97,108,370     322,684,373     313,919,406
   
 
 
 
Earnings Before Income Taxes     10,618,339     9,359,597     28,087,281     24,925,046

Income Taxes

 

 

3,850,000

 

 

3,348,000

 

 

10,176,000

 

 

8,912,000
   
 
 
 
Net Earnings   $ 6,768,339   $ 6,011,597   $ 17,911,281   $ 16,013,046
   
 
 
 

Net Earnings Per Common and
Common Equivalent Share:

 

 

 

 

 

 

 

 

 

 

 

 
  Basic   $ .24   $ .21   $ .64   $ .56
  Diluted   $ .24   $ .21   $ .64   $ .56

Weighted Average Shares and Equivalents:

 

 

 

 

 

 

 

 

 

 

 

 
  Basic     27,802,589     28,728,537     27,975,915     28,776,639
  Diluted     28,029,028     28,742,859     28,147,467     28,780,943

See accompanying notes.

4



The Steak n Shake Company
Consolidated Statements of Cash Flows
(Unaudited)

 
  Forty Weeks Ended
 
 
  July 3,
2002

  July 4,
2001

 
Operating Activities              
  Net earnings   $ 17,911,281   $ 16,013,046  
    Adjustments to reconcile net earnings to net cash provided by operating activities:              
      Depreciation and amortization     14,341,240     13,117,258  
      Provision for deferred income taxes     (829,000 )    
      Changes in receivables and inventories     2,060,608     (478,492 )
      Changes in other assets     (1,330,436 )   881,474  
      Changes in income taxes payable     4,225,375     3,070,831  
      Changes in accounts payable and accrued expenses     3,378,957     (3,620,229 )
      Loss (gain) on disposal of property     153,339     (196,371 )
   
 
 
  Net cash provided by operating activities     39,911,364     28,787,517  
   
 
 
Investing Activities              
  Additions of property and equipment     (27,687,487 )   (28,324,759 )
  Proceeds from sale of short term investments     3,500,000      
  Purchase of short term investments     (520,000 )    
  Purchase of long term investments     (9,996,281 )    
  Net proceeds from sale/leasebacks and other disposals     14,879,668     15,633,469  
   
 
 
  Net cash used in investing activities     (19,824,100 )   (12,691,290 )
   
 
 
Financing Activities              
  Principal payments on debt and capital lease obligations     (2,186,887 )   (473,898 )
  Proceeds from long-term debt         5,000,000  
  Payments on revolving line of credit         (11,695,000 )
  Proceeds from equipment and property leases     263,567     465,656  
  Lease payments on subleased properties     (286,491 )   (484,725 )
  Proceeds from exercise of stock options     120,975     28,990  
  Proceeds from employee stock purchase plan     1,049,275     1,259,781  
  Treasury stock repurchases     (10,075,836 )   (5,138,450 )
   
 
 
  Net cash used in financing activities     (11,115,397 )   (11,037,646 )
   
 
 
Increase in Cash and Cash Equivalents     8,971,867     5,058,581  

Cash and Cash Equivalents at Beginning of Year

 

 

8,715,136

 

 

2,177,780

 
   
 
 
Cash and Cash Equivalents at End of Period   $ 17,687,003   $ 7,236,361  
   
 
 

See accompanying notes.

5



The Steak n Shake Company
Notes to Consolidated Financial Statements
(Unaudited)

Basis of Presentation

        The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.

        In the opinion of the Company, all adjustments (consisting of only normal recurring accruals) considered necessary to present fairly the consolidated financial position as of July 3, 2002, the consolidated statements of earnings for the twelve and forty weeks ended July 3, 2002 and July 4, 2001 and the consolidated statements of cash flows for the forty weeks ended July 3, 2002 and July 4, 2001 have been included.

        The consolidated statements of earnings for the twelve and forty weeks ended July 3, 2002 and July 4, 2001 are not necessarily indicative of the consolidated statements of earnings for the entire year. For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended September 26, 2001.

Seasonal Aspects

        The Company has substantial fixed costs which do not decline as a result of a decline in sales. The Company's first and second fiscal quarters, which include the winter months, usually reflect lower average weekly unit volumes. Sales in these quarters can be adversely affected by severe winter weather.

Discontinued Operations

        The material components of the reserve for Discontinued Operations included in the consolidated statements of financial position were as follows:

 
  September 27,
2000

  September 26,
2001

  July 3,
2002

 
Operating (losses) during phase out   $ 1,277,750   $ (205,254 ) $ (592,025 )
Disposal costs     2,472,250     1,299,586     1,294,629  
   
 
 
 
    $ 3,750,000   $ 1,094,332   $ 702,604  
   
 
 
 

        To date, the Company has disposed of ten of the eleven specialty restaurants operated by its subsidiary, Consolidated Specialty Restaurants, Inc. (CSR), including two specialty restaurants were leased or subleased to a third party, along with a license agreement entitling the lessee to operate the restaurants as Colorado Steakhouses. As of August 2002, the Company is negotiating to sell the last remaining specialty restaurant location.

Financial Instruments

        The fair value of cash and cash equivalents and short term investments approximate their carrying value due to their short-term maturities. Long-term investments consist principally of government debt securities that management has the intent and ability to hold until maturity. These securities, which mature in five years, are carried at amortized cost, which approximates fair market value.

6




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        In the following discussion, the term "same store sales" refers to the sales of only those units open eighteen months as of the beginning of the current fiscal period being discussed and which remained open through the end of the fiscal period.

Results of Operations

        The following table sets forth the percentage relationship to total revenues, unless otherwise indicated, of items included in the Company's consolidated statements of earnings for the periods indicated:

 
  TWELVE
WEEKS ENDED

  FORTY
WEEKS ENDED

 
 
  7/3/02
  7/4/01
  7/3/02
  7/4/01
 
Revenues                  
  Net sales   98.7 % 98.4 % 98.8 % 98.5 %
  Franchise fees   0.8   0.8   0.8   0.9  
  Other, net   0.5   0.8   0.4   0.6  
   
 
 
 
 
    100.0   100.0   100.0   100.0  
   
 
 
 
 
Costs and Expenses                  
  Cost of sales   23.1 (1) 23.8 (1) 23.2 (1) 23.6 (1)
  Restaurant operating costs   47.8 (1) 49.0 (1) 48.8 (1) 50.0 (1)
  General and administrative   7.3   7.0   7.5   7.3  
  Rent   4.8   4.2   4.8   4.2  
  Depreciation and amortization   4.0   3.8   4.1   3.9  
  Marketing   3.4   3.6   3.5   3.5  
  Pre-opening costs   0.4   0.5   0.4   0.6  
  Interest   0.4   0.5   0.4   0.6  
   
 
 
 
 
    90.3   91.2   92.0   92.6  
   
 
 
 
 

Earnings Before Income Taxes

 

9.7

 

8.8

 

8.0

 

7.4

 

Income Taxes

 

3.5

 

3.1

 

2.9

 

2.6

 
   
 
 
 
 

Net Earnings

 

6.2

%

5.7

%

5.1

%

4.8

%
   
 
 
 
 

(1)
Cost of sales and restaurant operating costs are expressed as a percentage of net sales.

Comparison of Twelve Weeks Ended July 3, 2002 to Twelve Weeks Ended July 4, 2001

Revenues

        Net sales increased $2,724,000 to $107,514,000, or 2.6%, due to a 4.9% increase in the number of Company-operated Steak n Shake restaurants. Same store sales decreased 1.9% due to a 4.4% decrease in customer counts somewhat offset by a 2.5% increase in check average. The increase in check average is primarily the result of a 1.9% weighted average menu price increase. The number of Company-operated Steak n Shake restaurants increased to 343 at July 3, 2002 as compared to 326 at July 4, 2001.

7



Costs and Expenses

        Cost of sales decreased $141,000, or 0.6%. As a percentage of net sales, cost of sales decreased to 23.1% from 23.8%, primarily as a result of the menu price increases and decreases in dairy, potato, pork and chicken costs, somewhat offset by increased beef and produce costs.

        Restaurant operating costs increased $88,000, or 0.2%, primarily from the increased sales volume. Restaurant operating costs, as a percentage of net sales, decreased to 47.8% from 49.0% because of lower wage rates and reduced employee turnover, resulting from the softening in the labor market and improved employee recruitment and retention programs and a reduction in repair costs as compared to the prior year period.

        General and administrative expenses increased $502,000, or 6.7%. As a percentage of revenues, general and administrative expenses increased to 7.3% from 7.0%. The increase is primarily due to additional personnel and technology supporting human resources, payroll, and a sales forecasting and labor scheduling system and a field reorganization that added new field offices to better support key core markets like St. Louis and Chicago and to serve and support new markets.

        Rent expense increased $752,000, or 16.8%, primarily as a result of the completion of the sale and leaseback of eighteen Company-owned properties since the beginning of the fourth quarter of fiscal 2001.

        The $301,000, or 7.4%, increase in depreciation and amortization expense was attributable to the net depreciable capital additions since the beginning of fiscal 2001.

        Marketing expense decreased $57,000, or 1.5%. As a percentage of revenues, marketing expense decreased to 3.4% from 3.6%.

        Pre-opening costs decreased $139,000, or 26.6%, due to timing of new store openings in the third quarter of 2002 compared to the third quarter of 2001.

        Interest expense decreased $114,000, or 22.4%, due to decreased average net borrowings under the Company's senior note agreement and the revolving line of credit.

Income Taxes

        The Company's effective income tax rate increased to 36.3% from 35.8% for the quarter ended July 3, 2002. The increase in the effective rate is primarily due to increasing the state income tax accrual. A valuation allowance against gross deferred tax assets has not been provided based upon the expectation of future taxable income.

Net Earnings

        Net earnings were $6,768,000 ($.24 per diluted share), an increase of 12.6% compared to the prior year quarter, primarily as a result of an increase in operating margins of 190 basis points.

Comparison of Forty Weeks Ended July 3, 2002 to Forty Weeks Ended July 4, 2001

Revenues

        Net sales increased $12,769,000 to $346,640,000, or 3.8%, due to a 5.6% increase in the number of Company-operated Steak n Shake restaurants. Same store sales were flat which was attributable to a 2.2% decrease in customer counts somewhat offset by a 2.2% increase in check average. The increase in check average is primarily the result of a 2.3% weighted average menu price increase. The number of Company-operated Steak n Shake restaurants increased to 343 at July 3, 2002 as compared to 326 at July 4, 2001.

8



Costs and Expenses

        Cost of sales increased $1,654,000, or 2.1%, primarily as a result of sales increases. As a percentage of net sales, cost of sales decreased to 23.2% from 23.6%, primarily as a result of menu price increases.

        Restaurant operating costs increased $2,178,000, or 1.3%, primarily due to the increased sales volume. Restaurant operating costs, as a percentage of net sales, decreased to 48.8% from 50.0% because of lower wage rates and reduced employee turnover, resulting from the softening in the labor market and improved employee recruitment and retention programs, and a reduction in gas heating costs as compared to the prior year period.

        General and administrative expenses increased $1,751,000, or 7.1%. As a percentage of revenues, general and administrative expenses increased to 7.5% from 7.3%. The increase is primarily due to additional personnel and technology supporting human resources, payroll and a sales forecasting and labor scheduling system and a field reorganization that added new field offices to better support key core markets like St. Louis and Chicago and to serve and support new markets.

        Rent expense increased $2,622,000, or 18.3%, as a result of the completion of the sale and leaseback of thirty-one Company-owned properties since the beginning of fiscal 2001.

        The $1,224,000 increase in depreciation and amortization expense was attributable to the net depreciable capital additions since the beginning of fiscal 2001.

        Marketing expense increased $375,000, or 3.2%. As a percentage of revenues, marketing expense remained constant at 3.5%. Marketing expenses increased primarily due to the commencement of television advertising in the Nashville and Grand Rapids markets in the second quarter of last year, the utilization of radio advertising and increased television production costs.

        Pre-opening costs decreased $608,000, or 29.0%, due to timing of new store openings.

        Interest expense decreased $431,000 due to decreased average net borrowings under the Company's senior note agreement and the revolving line of credit.

Income Taxes

        The Company's effective income tax rate increased to 36.2% from 35.8% for the forty weeks ended July 3, 2002. The increase in the effective rate is primarily due to increasing the state income tax accrual. A valuation allowance against gross deferred tax assets has not been provided based upon the expectation of future taxable income.

Net Earnings

        Net earnings were $17,911,000, ($.64 per share), and increase of 11.9% compared to the prior year due primarily to an increase in operating margins of 160 basis points.

Liquidity and Capital Resources

        Eleven Steak n Shake restaurants, including one franchised Steak n Shake restaurant, were opened during the forty weeks ended July 3, 2002. In addition, the Company completed the purchase of one franchised Steak n Shake restaurant in May of 2002. Eight Steak n Shake restaurants are currently under construction. For the forty weeks ended July 3, 2002, capital expenditures totaled $27,687,000 as compared to $28,325,000 for the comparable prior year period.

        The Company expects to open 17 Steak n Shake restaurants in fiscal year 2002. This level of expansion allows management to continue its focus on improving each and every guest experience through hospitality initiatives, especially in newer markets; to improve the quality and depth of the field

9



organization through improved recruitment, enhanced training and staff development; and to aggressively market the brand through unique differentiation marketing. This development plan allows management to seek more highly productive new sites that will yield above average results. The average cost of a new Company-operated Steak n Shake restaurant, including land, site improvements, building and equipment approximates $1,650,000. The Company intends to fund capital expenditures, its stock repurchase program and meet working capital needs using existing resources and anticipated cash flows from operations.

        During the forty weeks ended July 3, 2002, cash provided by operations totaled $39,911,000, while cash generated by sale and leaseback transactions and other disposals of property totaled $14,880,000. In addition, proceeds from the sale of short term investments contributed $3,500,000. The Company also purchased $10,000,000 of five-year government bonds in the current year. During the forty weeks ended July 4, 2001, cash provided by operations totaled $28,788,000, while cash generated by sale and leaseback transactions and other disposals of property totaled $15,633,000.

        Net cash used in financing activities for the forty weeks ended July 3, 2002, totaled $11,115,000 compared to $11,038,000 in the comparable prior period.

        As of July 3, 2002, the Company had outstanding borrowings of $30,522,000 under its $75,000,000 Senior Note Agreement and Private Shelf Facility (the "Senior Note Agreement"). Borrowings under the Senior Note bear interest at an average fixed rate of 7.6%. On June 11, 2002, the Company and its lender agreed in principal to amend and restate the terms of the Senior Note Agreement to provide for $75,000,000 in new borrowings. The principal terms of the Senior Note Agreement are substantially the same but extend the issuance period to August 2005.

        There were no borrowings under the Company's $30,000,000 Revolving Credit Agreement (the "Revolving Credit Agreement") on July 3, 2002 and $1,000,000 in borrowings were outstanding on July 4, 2001. The Company's Revolving Credit Agreement bears interest based on LIBOR plus 75 basis points, or the prime rate, at the election of the Company. The Revolving Credit Agreement matures in January 2005. The Company's debt agreements contain restrictions, which among other things, require the Company to maintain certain financial ratios.

        The Company has a stock repurchase program that allows the purchase of up to 4,000,000 shares of its outstanding common stock. During the forty weeks ended July 3, 2002, the Company repurchased a total of 795,029 shares at a cost of $10,076,000. The repurchased shares will be used in part to fund the Company's Stock Option Plan, Capital Appreciation Plan and Employees' Stock Purchase Plan.

Effects of Governmental Regulations and Inflation

        Since most of the Company's employees are paid hourly rates related to federal and state minimum wage laws, increases in the legal minimum wage directly increase the Company's operating costs. Inflation in food, labor and other operating costs directly affects the Company's operations.

Impact of Recently Issued Accounting Standards

        With respect to goodwill and intangible assets acquired prior to July 1, 2001, companies are required to adopt SFAS No. 142 in its fiscal year beginning after December 15, 2001. The Company currently believes that the adoption of SFAS No. 142 will not have a material effect on the Company's results of operations.

Risks Associated with Forward-Looking Statements

        Certain forward-looking statements are contained in this Report and may be made by Company spokespersons based on current expectations of management. Those statements include, but may not be limited to, the discussions of the Company's expansion strategy, expectations concerning its future

10



profitability, capital sources and needs, marketing plans and franchising programs. Investors in the Common Stock are cautioned that reliance on any forward-looking statement involves risks and uncertainties. Those risks and uncertainties include, but are not limited to, changes in competitive, economic or legal factors, changes in the tax laws and changes in accounting standards, as well as changes in internal factors such as changes in business strategies and the impact of restructurings and business conditions. Although the Company believes that the assumptions on which its forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements could be incorrect. In light of these and other uncertainties, the inclusion of a forward-looking statement herein should not be regarded as a representation by the Company that the Company's plans and objectives will be achieved.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's primary market risk exposure with regard to financial instruments is to changes in interest rates. Pursuant to the terms of the Senior Note Agreement, the Company may from time to time issue notes in increments of at least $5,000,000. The interest rate on the notes is based upon market rates at the time of the borrowing. Once the interest rate is established at the time of the initial borrowing, the interest rate remains fixed over the term of the underlying note. The Revolving Credit Agreement bears interest at a rate based upon LIBOR plus 75 basis points or the prime rate, at the election of the Company. Historically, the Company has not used derivative financial instruments to manage exposure to interest rate changes. At July 3, 2002, a hypothetical 100 basis point increase in short-term interest rates would have had an immaterial impact on the Company's earnings.

11



PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


 
   
   
   
    (3 ) 3.01   Amended and Restated Articles of Incorporation of The Steak n Shake Company, filed March 27, 2002. (Incorporated by reference to the Appendix to the Registrant's definitive Proxy Statement dated December 19, 2001, related to the 2002 Annual Meeting of Shareholders).

 

 

 

 

3.02

 

Restated Bylaws of The Steak n Shake Company as of May 16, 2001. (Incorporated by reference to Exhibit 3.08 to the Registrant's Form 10-K Report for the year ended September 26, 2 001.)

 

 

(4

)

4.01

 

Specimen certificate representing Common Stock of The Steak n Shake Company (formerly Consolidated Products, Inc.). (Incorporated by reference to Exhibit 4.01 to the Registrant's Form 10-Q Report for the fiscal quarter ended April 11, 2001).

 

 

 

 

4.02

 

Note Purchase Agreement by and between Consolidated Products, Inc. and The Prudential Insurance Company of America dated as of September 27, 1995 related to $39,250,000 senior note agreement and private shelf facility. (Incorpo rated by reference to Exhibit 4.1 to the Registrant's Form 8-K Report dated September 26, 1995).

 

 

 

 

4.03

 

Amendment To Note Purchase and Private Shelf Agreement by and between Consolidated Products, Inc. and The Prudential Insurance Company of America dated as of April 21, 1999 related to senior note agreement and private shelf fac ility. (Incorporated by reference to Exhibit 4.10 to the Registrant's Form 10-Q Report for the fiscal quarter ended April 14, 1999).

 

 

 

 

4.04

 

Rights Agreement dated as of May 16, 2001 between The Steak n Shake Company and Computershare Investor Services, LLC, as Rights Agent (Incorporated by reference to Exhibit 4.01 to The Steak n Shake Company's current report on Form 8-K filed May 17, 2001).

 

 

(9

)

 

 

No exhibit.

 

 

(10

)

10.01

 

Consolidated Products, Inc. Executive Incentive Bonus Plan. (Incorporated by reference to Exhibit 19.1 to the Registrant's Form 10-Q Report for the fiscal quarter ended July 1, 1992).

 

 

 

 

10.02

 

Steak n Shake, Inc. Executive Incentive Bonus Plan. (Incorporated by reference to Exhibit 19.2 to the Registrant's Form 10-Q Report for the fiscal quarter ended July 1, 1992).

 

 

 

 

10.03

 

Consultant Agreement by and between James Williamson, Jr. and the Registrant dated November 20, 1990. (Incorporated by reference to Exhibit 19.5 to the Registrant's Form 10-Q Report for the fiscal quarter July 1, 1992).

 

 

 

 

10.04

 

Letter from the Registrant to Alan B. Gilman dated June 27, 1992. (Incorporated by reference to Exhibit 19.13 to the Registrant's Form 10-Q Report for the fiscal quarter ended July 1, 1992).

 

 

 

 

 

 

 

12



 

 

 

 

10.05

 

Retirement Agreement by and between S. Sue Aramian and the Registrant dated August 15, 2001. (Incorporated by reference to Exhibit 10.05 to the Registrant's Form 10-K Report for the year ended September 26, 2001).

 

 

 

 

10.06

 

Consolidated Products, Inc. 1995 Employee Stock Option Plan. (Incorporated by reference in to the Appendix to the Registrant's definitive Proxy Statement dated January 12, 1995 related to its 1995 Annual Meeting of Shareholders).

 

 

 

 

10.07

 

Consolidated Products, Inc. 1997 Employee Stock Option Plan. (Incorporated by reference to the Appendix to the Registrant's definitive Proxy Statement dated December 24, 1996 related to the 1997 Annual Meeting of Shareholders)

 

 

 

 

10.08

 

Amendment No 1 to The Steak n Shake Company's (formerly Consolidated Products, Inc.) 1997 Employee Stock Option Plan. (Incorporated by reference to the Appendix to the Registrant's definitive Proxy Statement dated December 19, 2001 related to the 2002 Annual Meeting of Shareholders).

 

 

 

 

10.09

 

Consolidated Products, Inc. 1997 Capital Appreciation Plan. (Incorporated by reference to the Appendix to the Registrant's definitive Proxy Statement dated December 24, 1996 related to the 1997 Annual Meeting of Shareholders).

 

 

 

 

10.10

 

Consolidated Products, Inc. 1998 Nonemployee Director Stock Option Plan. (Incorporated by reference to the Appendix to the Registrant's definitive Proxy Statement dated December 22, 1997 related to the 1998 Annual Meeting of Shareholders).

 

 

 

 

10.11

 

Form of option agreement related to 1999 Nonemployee Director Stock Option Program and schedule relating thereto. (Incorporated by reference to Exhibit 10.21 to the Registrant's Form 10-Q Report for the fiscal quarter ended July 5, 2000.)

 

 

 

 

10.12

 

Form of option agreement related to 2000 Nonemployee Director Stock Option Program and schedule relating thereto. (Incorporated by reference to Exhibit 10.22 to the Registrant's Form 10-Q Report for the fiscal quarter ended July 5, 2000).

 

 

 

 

10.13

 

Form of option agreement related to 2002 Nonemployee Director Stock Option Program and schedule relating thereto. (Incorporated by reference to Exhibit 10.14 to the Registrant's Form 10-Q Report for the fiscal quarter ended December 19, 2001).

 

 

 

 

10.14

 

Credit Agreement by and between The Steak n Shake Company and Fifth Third Bank, Indiana (Central) dated November 16, 2001, relating to a $30,000,000 revolving line of credit. (Incorporated by reference to Exhibit 10.17 to the Registrant's Form 10-K Report for the year ended September 26, 2001).

 

 

 

 

99.1

 

Certification of Chief Executive Officer.

 

 

 

 

99.2

 

Certification of Chief Financial Officer.

13



SIGNATURE

        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, thereunto duly authorized, on August 15, 2002.


 

THE STEAK N SHAKE COMPANY
        (Registrant)

 

By

/s/ John E. Hiatt

John E. Hiatt
Vice President and Controller
On Behalf of the Registrant and as
Principal Accounting Officer

14




QuickLinks

The Steak n Shake Company Consolidated Statements of Earnings (Unaudited)
The Steak n Shake Company Consolidated Statements of Cash Flows (Unaudited)
Notes to Consolidated Financial Statements
PART II. OTHER INFORMATION
SIGNATURE