<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TWELVE WEEKS ENDED DECEMBER 20, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-8445
CONSOLIDATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 37-0684070
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
500 CENTURY BUILDING, 36 S. PENNSYLVANIA STREET
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 X No
--- ---
Number of shares of Common Stock outstanding at February 1, 1996: 13,726,597
The Index to Exhibits is located at Page 11. Total Pages 13
<PAGE>
CONSOLIDATED PRODUCTS, INC.
INDEX
Page No.
-----------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Financial Position -
December 20, 1995 (Unaudited) and September 27, 1995 3
Consolidated Statements of Earnings (Unaudited)
Twelve Weeks Ended December 20, 1995 and December 21, 1994 4
Consolidated Statements of Cash Flows (Unaudited)
Twelve Weeks Ended December 20, 1995 and December 21, 1994 5
Notes to Consolidated Financial Statements (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
DECEMBER 20 SEPTEMBER 27 DECEMBER 20 SEPTEMBER 27
1995 1995 1995 1995
------ ------ ------ ------
(Unaudited) (Unaudited)
ASSETS LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS CURRENT LIABILITIES
Cash, including cash equiva- Accounts payable $ 12,402,916 $ 9,242,512
lents of $450,000 in 1996 Accrued expenses
and $615,000 in 1995 $ 1,495,135 $ 1,350,139 Salaries and wages 3,339,970 4,402,889
Receivables 2,834,129 1,973,102 Insurance 2,939,978 2,938,352
Sale and leaseback properties Property taxes 1,325,169 1,940,653
under contract -- 3,150,000 Other 6,600,555 5,010,300
Inventory 3,608,211 3,619,687 Current portion of obligations
Deferred income taxes 747,000 747,000 under capital leases 1,204,482 1,170,946
Other current assets 4,134,862 3,611,261 Current portion of senior note 5,000,000 4,250,000
------------ ----------- ------------ -----------
Total current assets 12,819,337 14,451,189 Total current liabilities 32,813,070 28,955,652
------------ ----------- ------------ -----------
PROPERTY AND EQUIPMENT
Land 24,543,348 21,425,346 OBLIGATIONS UNDER
Buildings 21,708,828 18,138,352 CAPITAL LEASES 7,970,671 8,262,690
Leasehold improvements 32,958,996 31,062,184
Equipment 54,793,364 51,194,014 REVOLVING LINE OF CREDIT 2,000,000 --
Construction in progress 7,537,616 7,957,312
------------ ----------- SENIOR NOTE 20,000,000 20,000,000
141,542,152 129,777,208
Less accumulated depreciation
and amortization (52,815,757) (51,664,749)
------------ -----------
Net property and equipment 88,726,395 78,112,459
------------ -----------
LEASED PROPERTY
Leased property under capital SHAREHOLDERS' EQUITY
leases, less accumulated amorti- Common stock -- $.50 stated value,
zation of $9,205,926 in 1996 25,000,000 shares authorized --
and $9,079,286 in 1995 3,675,948 3,802,939 shares issued: 13,791,792 in
Net investment in direct 1996; 12,471,879 in 1995 6,895,896 6,235,940
financing leases 2,084,634 2,167,297 Additional paid-in capital 49,532,232 31,952,996
------------ ----------- Retained earnings (deficit) (8,980,087) 6,405,050
Net leased property 5,760,582 5,970,236 Less treasury stock -- at cost:
------------ ----------- 74,186 shares in 1996;
DEFERRED INCOME TAXES 558,000 558,000 139,564 shares in 1995 (1,670,082) (1,978,531)
------------ -----------
OTHER ASSETS 697,386 741,913 Total shareholders' equity 45,777,959 42,615,455
------------ ----------- ------------ -----------
$108,561,700 $99,833,797 $108,561,700 $99,833,797
------------ ----------- ------------ -----------
------------ ----------- ------------ -----------
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
CONSOLIDATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
TWELVE WEEKS ENDED
-------------------------------
DECEMBER 20 DECEMBER 21
1995 1994
----------- -----------
<S> <C> <C>
REVENUES
Net sales $ 47,007,551 $ 39,631,070
Franchise fees 565,057 350,578
Other, net 538,856 351,518
------------ ------------
48,111,464 40,333,166
------------ ------------
COSTS AND EXPENSES
Cost of sales 12,339,147 10,449,101
Restaurant operating costs 21,265,305 18,129,342
Selling, general and administrative 5,288,017 4,344,044
Depreciation and amortization 1,826,120 1,455,030
Amortization of pre-opening costs 657,194 382,891
Rent 1,640,222 1,246,523
Interest 671,529 972,096
----------- ------------
43,687,534 36,979,027
----------- ------------
EARNINGS BEFORE INCOME TAXES 4,423,930 3,354,139
INCOME TAXES 1,670,000 1,275,000
----------- -----------
NET EARNINGS $ 2,753,930 $ 2,079,139
----------- -----------
----------- -----------
NET EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE:
Primary $ .20 $ .22
Fully diluted $ .20 $ .16
WEIGHTED AVERAGE SHARES
AND EQUIVALENTS:
Primary 14,027,352 9,385,149
Fully diluted 14,027,617 13,747,679
</TABLE>
SEE ACCOMPANYING NOTES.
4
<PAGE>
CONSOLIDATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
TWELVE WEEKS ENDED
-------------------------------
DECEMBER 20 DECEMBER 21
1995 1994
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 2,753,930 $ 2,079,139
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 1,826,120 1,455,030
Amortization of pre-opening costs 657,194 382,891
Changes in receivables and inventories (883,216) (559,890)
Changes in other assets (1,100,797) (973,753)
Changes in income taxes payable 1,585,786 934,328
Changes in accounts payable
and accrued expenses 1,488,487 742,007
(Gain) loss on disposal of property 53,558 (62,334)
------------ ------------
Net cash provided by operating activities 6,381,062 3,997,418
------------ ------------
INVESTING ACTIVITIES
Additions of property and equipment (12,792,502) (7,801,859)
Net proceeds from disposal of
property and equipment 3,645,432 4,370
------------ ------------
Net cash used in investing activities (9,147,070) (7,797,489)
------------ ------------
FINANCING ACTIVITIES
Principal payments on debt
and capital lease obligations (4,438,697) (3,697,200)
Proceeds from long-term debt 5,000,000 --
Proceeds from revolving line of credit 2,000,000 2,000,000
Lease payments on subleased properties (136,763) (117,411)
Proceeds from equipment and property leases 191,718 172,059
Proceeds from exercise of stock options 294,746 39,706
----------- -----------
Net cash provided by (used in) financing activities 2,911,004 (1,602,846)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 144,996 (5,402,917)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR $ 1,350,139 $ 10,326,159
------------ -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,495,135 $ 4,923,242
------------ -------------
------------ -------------
</TABLE>
SEE ACCOMPANYING NOTES.
5
<PAGE>
CONSOLIDATED PRODUCTS, INC.
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 December 20, 1995, the consolidated
statements of earnings for the twelve weeks ended December 20, 1995 and
December 21, 1994 and the consolidated statements of cash flows for the
twelve weeks ended December 20, 1995 and December 21, 1994 have been
included. Certain 1995 items have been reclassified to conform to the 1996
presentation.
The consolidated statements of earnings for the twelve weeks ended
December 20, 1995 and December 21, 1994 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 27, 1995.
SEASONALITY
Historically, the influence of the seasonality factor on sales has not
been significant. However, profitability may be influenced by fluctuations
in sales volume because of the nature of the Company's fixed costs.
INTEREST AND INCOME TAXES PAID
Cash payments for interest during the twelve weeks ended December 20,
1995 and December 21, 1994 amounted to $673,000 and $1,080,000, respectively.
Cash payments for income taxes during the twelve weeks ended December 20,
1995 and December 21, 1994 amounted to $84,000 and $341,000, respectively.
SHAREHOLDERS' EQUITY
The number of shares issued as of December 20, 1995 on the consolidated
statement of financial position includes 1,246,670 shares which were
distributed on January 15, 1996 pursuant to a 10% stock dividend declared on
December 12, 1995 to shareholders of record on December 22, 1995.
STOCK OPTIONS
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation." The Company is required to adopt the provisions
of this Statement for its fiscal year beginning September 26, 1996. The
Company has not yet determined whether it will adopt the compensation
measurement provisions of this Statement or continue to measure compensation
cost in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees."
6
<PAGE>
NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Primary earnings per common and common equivalent share are computed by
dividing net earnings by the weighted average number of common shares
outstanding and common equivalent shares. Common equivalent shares include
shares subject to purchase under stock options and warrants. The decrease in
primary earnings per share and the increase in primary weighted average
shares and equivalents were attributable to an increase in the number of
shares outstanding arising from the conversion of the Company's 10%
subordinated convertible debentures ("the Debentures") into the Company's
common stock effective April 3, 1995.
Fully diluted earnings per common and common equivalent share for the
twelve weeks ended December 21, 1994 assumes, in addition to the above, that
the Debentures were converted at the date of issuance, and that net earnings
are increased by the actual amount of interest expense, net of income taxes,
related to the Debentures.
Net earnings per common and common equivalent share and weighted average
shares and equivalents for the twelve weeks ended December 21, 1994 have been
restated to give effect to the 10% stock dividend declared on December 12,
1995.
The following table presents information necessary to calculate net
earnings per common and common equivalent share:
<TABLE>
<CAPTION>
TWELVE WEEKS ENDED
----------------------------
DECEMBER 20 DECEMBER 21
1995 1994
----------- ----------
<S> <C> <C>
PRIMARY:
Weighted average shares outstanding 13,671,210 9,083,544
Share equivalents 356,142 301,605
---------- ---------
Weighted average shares and equivalents 14,027,352 9,385,149
---------- ---------
---------- ---------
FULLY DILUTED:
Weighted average shares outstanding 13,671,210 9,083,544
Share equivalents 356,407 301,605
Conversion of Debentures -- 4,362,530
---------- ---------
Weighted average shares and equivalents 14,027,617 13,747,679
---------- ----------
---------- ----------
NET EARNINGS:
Net earnings for primary earnings
per share computation $2,753,930 $2,079,139
Add - interest expense, net of income
taxes, applicable to Debentures -- 154,566
---------- ---------
Net earnings, as adjusted for fully
diluted earnings per share computation $2,753,930 $2,233,705
---------- ----------
---------- ----------
</TABLE>
7
<PAGE>
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 for two years prior to the fiscal period and
which remained open through the end of the fiscal period discussed.
RESULTS OF OPERATIONS
The following table sets forth the percentage relationship to revenues of
items included in the Company's consolidated statements of earnings for the
periods indicated:
<TABLE>
<CAPTION>
TWELVE WEEKS ENDED
-----------------------
12/20/95 12/21/94
-------- --------
<S> <C> <C>
REVENUES
Net sales 97.7% 98.2 %
Franchise fees 1.2 .9
Other, net 1.1 .9
---- ----
100.0 100.0
----- -----
COSTS AND EXPENSES
Cost of sales 25.6 25.9
Restaurant operating costs 44.2 45.0
Selling, general and administrative 11.0 10.8
Depreciation and amortization 3.8 3.6
Amortization of pre-opening costs 1.4 .9
Rent 3.4 3.1
Interest 1.4 2.4
----- -----
90.8 91.7
----- -----
EARNINGS BEFORE INCOME TAXES 9.2 8.3
INCOME TAXES 3.5 3.2
----- -----
NET EARNINGS 5.7% 5.1%
----- -----
----- -----
</TABLE>
COMPARISON OF TWELVE WEEKS ENDED DECEMBER 20, 1995 TO TWELVE WEEKS
ENDED DECEMBER 21, 1994
REVENUES
Revenues increased $7,778,000, or 19.3%, due primarily to an increase in
Steak n Shake's net sales of $7,565,000. The increase in net sales of Steak n
Shake was due to the opening of 29 new units since the beginning of fiscal
1995, partially offset by a decrease in same store sales of 2.5% and the
closure of three low-volume units. The decrease in same store sales was
attributable to a decrease of 4.3% in customer counts partially offset by a
2.1% increase in check average. After consideration of the cannibalization
effect of new restaurants on existing restaurants, same store sales showed no
growth. The soft retail environment during the quarter and inclement weather
late in the quarter ended December 20, 1995 had a negative impact on Steak n
Shake's sales. The decrease in net sales of $189,000 in the specialty
restaurants resulted from a 14.6% decrease in same store sales and the
closure of a specialty restaurant in the first quarter of fiscal 1995,
partially offset by the opening of a new specialty restaurant in the first
quarter of fiscal 1996. The decrease in same store sales was attributable to
a 17.3% decrease in customer counts partially offset by a 3.3% increase in
check average.
Franchise fees increased $214,000 due to the opening of 15 Steak n Shake
franchised units since the beginning of fiscal 1995.
Other revenues increased $187,000 due to the increase in the number of
properties leased to franchisees by the Company's franchise financing
subsidiary.
8
<PAGE>
COSTS AND EXPENSES
Cost of sales increased $1,890,000, or 18.1%, as a result of sales
increases. As a percentage of revenues, cost of sales decreased to 25.6% from
25.9%, primarily as a result of a menu price increase and lower beef costs.
Restaurant operating costs increased $3,136,000, or 17.3%, due to higher
labor costs and other operating costs resulting from the increased sales
volume. Restaurant operating costs, as a percentage of revenues, decreased to
44.2% from 45.0%, primarily as a result of the increase in sales.
Selling, general and administrative expenses increased $944,000 or
21.7%. As a percentage of revenues, selling, general and administrative
expenses increased slightly, to 11.0% from 10.8%. Marketing expense, as a
percentage of revenues, increased to 3.1% from 2.8% and accounted for
$324,000 of the increase, primarily as a result of increased television
advertising. Additionally, the increase in expenses was attributable to
personnel related costs, which included costs for additional staffing in
connection with the development of new restaurants.
The $371,000 increase in depreciation and amortization expense was
attributable to the net depreciable capital additions since the beginning of
fiscal 1995.
The $274,000 increase in the amortization of pre-opening costs was
attributable to the increase in the number of new company-operated units
opened.
Rent expense increased $394,000, or 31.6%, as a result of sale and
leaseback transactions since the beginning of fiscal 1995 involving eight
company-owned properties and a net increase in the number of other leased
properties.
Interest expense decreased $301,000 as a result of the conversion of the
10% Subordinated Convertible Debentures on April 3, 1995 and the Company's
adoption of the Statement of Financial Accounting Standards No. 34,
"Capitalization of Interest" during fiscal 1995 partially offset by
borrowings from the revolving line of credit and senior note.
INCOME TAXES
The Company's effective income tax rate decreased slightly
to 37.8% from 38.0% for the quarter ended December 21, 1994 and remained
unchanged from the tax rate for the year ended September 27, 1995.
A valuation allowance against gross deferred tax assets has not been
provided based upon the expectation of future taxable income from the
following sources: (a) future tax deductions that reverse in a carryback
period during which the Company was a taxpaying entity; (b) existing taxable
temporary differences reversing in future periods; and (c) future taxable
income. The Company has a strong earnings history and anticipates future
earnings to be at a level that will be more than adequate to realize any
remaining deferred tax assets. Uncertainties relating to future taxable
income could include a decline in sales and reduction in taxable income;
however, in management's opinion, it is more likely than not that the gross
deferred tax assets reflected on the Consolidated Statements of Financial
Position will be realized.
NET EARNINGS Net earnings increased $675,000, or 32.5%,primarily as a
result of the increase in Steak n Shake's operating earnings. The decrease
in primary earnings per share results from an increase in the number of
shares outstanding arising from the conversion of the Debentures into the
Company's common stock effective April 3, 1995.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Twelve Steak n Shake restaurants, including four franchised units, were
opened during the quarter ended December 20, 1995 and 12 additional units,
including five franchised units, are currently under construction. For the
quarter ended December 20, 1995, capital expenditures totaled $12,793,000 as
compared to $7,802,000 for the comparable prior year period.
The Company's current growth plan objective for the Steak n Shake
restaurant concept is to open 295 Steak n Shake restaurants, including 135
franchised restaurants, over the five-year period 1996-2000.
For the quarter ended December 20, 1995, the Company's capital
expenditures and the principal repayment on its senior note were funded by
the Company's existing cash and cash equivalents, cash flows from operations,
proceeds from three sale and leaseback transactions and debt borrowings.
The Company expects to fund capital expenditures, including the
development of the 160 Company-operated units contemplated by the expansion
plan, and the interest and principal payments with respect to its
indebtedness using existing resources and anticipated cash flow from
operations, together with additional capital generated by sale and leaseback
transactions involving newly acquired properties, bank borrowings and the
issuance of equity and/or debt securities.
The Company's debt agreements contain restrictions which, among other
things, require the Company to maintain certain financial ratios.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
(2) Not Applicable
(4) 4.01 Specimen certificate representing Common Stock of
Consolidated Products, Inc. (formerly Steak n Shake,
Inc.).(Incorporated by reference to the Exhibits to
Registration Statement No. 2-80542 on Form S-8 filed with
the Commission on April 7, 1989).
4.02 Amended and Restated Credit Agreement by and Between
Consolidated Products, Inc. and Bank One, Indianapolis,
N.A. dated December 30, 1994 (amending that earlier credit
agreement between parties dated as of March 10, 1994 and
effective as of February 23, 1994, relating to a
$5,000,000 revolving line of credit which was not
filed pursuant to Rule 601 of the Securities and
Exchange Commission), relating to a $30,000,000
revolving line of credit. (Incorporated by reference
to the Exhibits to the Registrant's Report on Form
10-Q for the fiscal quarter ended December 21, 1994).
4.03 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. (Incorporated by reference to the Exhibits
to the Registrant's Report on Form 8-K dated
September 26, 1995).
4.04 First Amendment to Amended and Restated Credit Agreement
by and between Consolidated Products, Inc. and Bank One,
Indianapolis, N.A. dated September 26, 1995. (Incorporated
by reference to the Exhibits to the Registrant's Report
on Form 8-K dated September 26 1995).
(10) 10.01 Consolidated Products, Inc. 1991 Stock Option Plan for
Nonemployee Directors. (Incorporated by reference to
the Appendix to the Registrant's definitive Proxy
Statement dated January 10, 1992 related to its 1992
Annual Meeting of Shareholders).
10.02 Consolidated Products, Inc. Executive Incentive Bonus
Plan. (Incorporated by reference to the Exhibits to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 1, 1992).
10.03 Steak n Shake, Inc. Executive Incentive Bonus Plan.
(Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 1,
1992).
10.04 Employment Agreement by and between Richard C. May and the
Registrant dated July 19, 1991. (Incorporated by reference
to the Exhibits to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 1, 1992).
11
<PAGE>
10.05 Consultant Agreement by and between James Williamson, Jr.
and the Registrant dated November 20, 1990. (Incorporated
by reference to the Exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
July 1, 1992).
10.06 Memorandum agreement between Neal Gilliatt and the
Registrant dated July 30, 1991. (Incorporated by reference
to the Exhibits to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 1, 1992).
10.07 Area Development Agreement by and between Steak n Shake,
Inc. and Consolidated Restaurants Southeast, Inc.
(currently Kelley Restaurants, Inc.) dated June 12, 1991
for Charlotte, North Carolina area.(Incorporated by
reference to the Exhibits to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 1,
1992).
10.08 Area Development Agreement by and between Steak n Shake,
Inc. and Consolidated Restaurants Southeast, Inc.
(currently Kelley Restaurants, Inc.) dated June 12, 1991
for Atlanta, Georgia area. (Incorporated by reference to
the Exhibits to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended July 1, 1992).
10.09 Letter from the Registrant to Alan B. Gilman dated June
27, 1992. (Incorporated by reference to the Exhibits to
the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 1, 1992).
10.10 Consolidated Products, Inc. 1992 Employee
Stock Purchase Plan. (Incorporated by reference in to
the Appendix to the Registrant's definitive Proxy
Statement dated January 13, 1993 related to its 1993
Annual Meeting of Shareholders).
10.11 Consolidated Products, Inc. 1992 Employee Stock Option
Plan. (Incorporated by reference to the Appendix to the
Registrant's definitive Proxy Statement dated January 12,
1993 related to its 1993 Annual Meeting of Shareholders).
10.12 Consolidated Products, Inc. 1994 Capital Appreciation
Plan. (Incorporated by reference to the Appendix to the
Registrant's definitive Proxy Statement dated January 13,
1994 related to the 1994 Annual Meeting of Shareholders).
10.13 Consolidated Products, Inc. 1994 Nonemployee Director
Stock Option Plan. (Incorporated by reference in to the
Appendix to the Registrant's definitive Proxy Statement
dated January 13, 1994 related to its 1994 Annual Meeting
of Shareholders).
10.14 Consolidated Products, Inc. 1995 Employee Stock Option
Plan. (Incorporated by reference to the Appendix to the
Registrant's definitive Proxy Statement dated January 12,
1995 related to the 1995 Annual Meeting of Shareholders).
10.15 Consolidated Products, Inc. 1995 Nonemployee Director
Stock Option Plan. (Incorporated by reference to the
Appendix to the Registrant's definitive Proxy Statement
dated January 12, 1995 related to the 1995 Annual
Meeting of Shareholders).
12
<PAGE>
10.16 Consolidated Products, Inc. 1996 Nonemployee Director
Stock Option Plan. (Incorporated by reference to the
Appendix to the Registrant's definitive Proxy Statement
dated January 15, 1996 related to the 1996 Annual
Meeting of Shareholders).
(11) 11.01 Computation of Earnings Per Share. (Incorporated by
reference to the Notes to the Consolidated Financial
Statements included as a part of this report).
(27) 27.01 Financial data schedule. (Electronic filing only).
(b) REPORTS ON FORM 8-K.
OCTOBER 6, 1995 - THE FOLLOWING EVENT WAS REPORTED.
Item 5. New senior note agreement and private shelf facility
effective September 27, 1995 and extension of revolving
line of credit effective September 26, 1995.
No financial statements were filed as a part of this report on Form
8-K.
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 February 2, 1996.
CONSOLIDATED PRODUCTS, INC.
(Registrant)
/s/ Kevin F. Beauchamp
------------------------
By Kevin F. Beauchamp
Vice President and Controller
On Behalf of the Registrant and as
Principal Accounting Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 20,1995 AND THE
CONSOLIDATED STATEMENT OF EARNINGS FOR THE TWELVE WEEKS ENDED DECEMBER 20,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> SEP-26-1996
<PERIOD-START> SEP-28-1995
<PERIOD-END> DEC-20-1995
<CASH> 1,495,135<F1>
<SECURITIES> 0
<RECEIVABLES> 2,834,129
<ALLOWANCES> 0
<INVENTORY> 3,608,211
<CURRENT-ASSETS> 12,819,337
<PP&E> 141,542,152
<DEPRECIATION> (52,815,757)
<TOTAL-ASSETS> 108,561,700
<CURRENT-LIABILITIES> 32,813,070
<BONDS> 0
6,895,896
0
<COMMON> 0
<OTHER-SE> 38,882,063
<TOTAL-LIABILITY-AND-EQUITY> 108,561,700
<SALES> 47,007,551
<TOTAL-REVENUES> 48,111,464
<CGS> 12,339,147
<TOTAL-COSTS> 33,604,452<F2>
<OTHER-EXPENSES> 4,123,536<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 671,529
<INCOME-PRETAX> 4,423,930
<INCOME-TAX> 1,670,000
<INCOME-CONTINUING> 2,753,930
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,753,930
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
<FN>
<F1>CASH INCLUDES CASH EQUIVALENTS OF $450,000.
<F2>INCLUDES RESTAURANT OPERATING COSTS OF $21,265,305.
<F3>INCLUDES DEPRECIATION, AMORTIZATION AND RENT OF $2,483,314 AND
$1,640,222, RESPECTIVELY.
</FN>
</TABLE>
