<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 17, 1997
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 January 14, 1998:
20,778,732
The Index to Exhibits is located at Page 12. Total Pages 17
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CONSOLIDATED PRODUCTS, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Financial Position -
December 17, 1997 (Unaudited) and September 24, 1997 3
Consolidated Statements of Earnings (Unaudited)
Twelve Weeks Ended December 17, 1997 and December 18, 1996 4
Consolidated Statements of Cash Flows (Unaudited)
Twelve Weeks Ended December 17, 1997 and December 18, 1996 5
Notes to Consolidated Financial Statements (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 17, SEPTEMBER 24,
------------ -------------
1997 1997
------------ -------------
(Unaudited)
ASSETS:
CURRENT ASSETS
Cash, including cash equiva-
lents of $1,690,000 in 1998
and $2,300,000 in 1997 $ 2,471,967 $ 2,668,232
Receivables 2,551,043 4,021,798
Properties under sale and
leaseback contract 2,066,689 885,000
Inventory 4,159,005 4,592,570
Deferred income taxes 1,971,000 1,971,000
Other current assets 7,583,235 5,853,527
------------ ------------
Total current assets 20,802,939 19,992,127
------------ ------------
PROPERTY AND EQUIPMENT
Land 42,159,103 41,085,184
Buildings 39,997,665 38,814,164
Leasehold improvements 43,566,625 42,988,402
Equipment 69,427,200 66,313,931
Construction in progress 7,564,061 9,998,783
------------ ------------
202,714,654 199,200,464
Less accumulated depreciation
and amortization (57,247,120) (56,360,238)
------------ ------------
Net property and equipment 145,467,534 142,840,226
------------ ------------
LEASED PROPERTY
Leased property under capital
leases, less accumulated amorti-
zation of $9,844,567 in 1998
and $9,722,025 in 1997 2,587,376 2,710,269
Net investment in direct
financing leases 1,121,078 1,208,032
------------ ------------
Net leased property 3,708,454 3,918,301
------------ ------------
OTHER ASSETS 504,217 515,760
------------ ------------
$170,483,144 $167,266,414
------------ ------------
------------ ------------
SEE ACCOMPANYING NOTES.
DECEMBER 17, SEPTEMBER 24,
------------ -------------
1997 1997
------------ -------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES
Accounts payable $ 14,450,379 $ 14,253,267
Accrued expenses 20,048,141 22,101,998
Current portion of senior note 738,889 738,889
Current portion of obligations
under capital leases 1,366,732 1,380,249
------------ ------------
Total current liabilities 36,604,141 38,474,403
------------ ------------
DEFERRED INCOME TAXES 1,205,000 1,205,000
OBLIGATIONS UNDER
CAPITAL LEASES 5,078,687 5,375,754
REVOLVING LINE OF CREDIT 2,000,000 --
SENIOR NOTE 28,522,222 29,261,111
SHAREHOLDERS' EQUITY
Common stock -- $.50 stated value,
25,000,000 shares authorized --
shares issued: 20,868,849 in 1998;
20,867,475 in 1997 10,434,425 10,433,738
Additional paid-in capital 91,153,908 91,143,921
Retained earnings (deficit) (1,494,069) (5,396,965)
Less: Unamortized value of
restricted shares (1,626,114) (1,839,982)
Treasury stock -- at cost
114,805 shares in 1998;
114,574 shares in 1997 (1,395,056) (1,390,566)
------------ ------------
Total shareholders' equity 97,073,094 92,950,146
------------ ------------
$170,483,144 $167,266,414
------------ ------------
------------ ------------
SEE ACCOMPANYING NOTES.
3
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CONSOLIDATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
TWELVE WEEKS ENDED
---------------------------
DECEMBER 17, DECEMBER 18,
1997 1996
------------ ------------
REVENUES:
Net sales $63,415,741 $54,344,458
Franchise fees 809,668 654,231
Other, net 944,488 600,614
----------- -----------
65,169,897 55,599,303
----------- -----------
COSTS AND EXPENSES:
Cost of sales 16,445,871 14,501,691
Restaurant operating costs 29,225,359 24,288,073
General and administrative 4,971,670 4,339,820
Depreciation and amortization 2,735,450 2,243,992
Rent 2,109,470 1,802,013
Marketing 2,001,534 1,663,968
Amortization of pre-opening costs 861,423 792,171
Interest 640,204 798,370
----------- -----------
58,990,981 50,430,098
----------- -----------
EARNINGS BEFORE INCOME TAXES 6,178,916 5,169,205
INCOME TAXES 2,255,000 1,940,000
----------- -----------
NET EARNINGS $ 3,923,916 $ 3,229,205
----------- -----------
----------- -----------
NET EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE:
Basic $ .19 $ .17
Diluted $ .19 $ .16
WEIGHTED AVERAGE SHARES
AND EQUIVALENTS:
Basic 20,754,009 19,210,709
Diluted 21,127,799 19,572,393
SEE ACCOMPANYING NOTES.
4
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CONSOLIDATED PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
TWELVE WEEKS ENDED
---------------------------
DECEMBER 17, DECEMBER 18,
1997 1996
------------ ------------
OPERATING ACTIVITIES:
Net earnings $ 3,923,916 $ 3,229,205
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 2,735,450 2,243,992
Amortization of pre-opening costs 861,423 792,171
(Gain) / loss on disposal of property (239,369) 2,689
Changes in receivables and inventories 1,907,006 (358,259)
Changes in other assets (2,378,710) (1,493,093)
Changes in income taxes payable 1,209,680 1,568,325
Changes in accounts payable
and accrued expenses (3,046,038) (2,783,737)
------------ ------------
Net cash provided by operating activities 4,973,358 3,201,293
------------ ------------
INVESTING ACTIVITIES:
Additions of property and equipment (7,607,579) (15,268,456)
Net proceeds from disposal of
property and equipment 1,366,816 2,330,701
------------ ------------
Net cash used in investing activities (6,240,763) (12,937,755)
------------ ------------
FINANCING ACTIVITIES:
Principal payments on debt
and capital lease obligations (5,967,282) (5,212,863)
Proceeds from long-term debt 5,000,000 5,000,000
Proceeds from revolving line of credit 2,000,000 10,000,000
Lease payments on subleased properties (118,584) (127,497)
Cash dividends paid in lieu of fractional shares (21,020) (20,519)
Proceeds from equipment and property leases 171,841 154,330
Proceeds from exercise of stock options 6,185 23,430
------------ ------------
Net cash provided by financing activities 1,071,140 9,816,881
------------ ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (196,265) 80,419
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,668,232 630,362
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,471,967 $ 710,781
------------ ------------
------------ ------------
SEE ACCOMPANYING NOTES.
5
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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 17, 1997, the consolidated
statements of earnings for the twelve weeks ended December 17, 1997 and
December 18, 1996 and the consolidated statements of cash flows for the
twelve weeks ended December 17, 1997 and December 18, 1996 have been included.
The consolidated statements of earnings for the twelve weeks ended
December 17, 1997 and December 18, 1996 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 24, 1997.
SEASONAL ASPECTS
The Company has substantial fixed costs which do not decline as a
result of a decline in sales. The Company's second fiscal quarter, which
falls during the winter months, usually reflects lower average weekly unit
volumes, and sales can be adversely affected by severe winter weather.
INTEREST AND INCOME TAXES PAID
Cash payments for interest during the twelve weeks ended December
17, 1997 and December 18, 1996 amounted to $777,000 and $1,020,000,
respectively. Cash payments for income taxes during the twelve weeks ended
December 17, 1997 and December 18, 1996 amounted to $1,046,000 and $372,000,
respectively.
SHAREHOLDERS' EQUITY
The number of shares issued as of December 17, 1997 on the
consolidated statement of financial position includes 4,150,088 shares which
were distributed on December 26, 1997 pursuant to a five for four stock split
declared on December 3, 1997 to shareholders of record on December 15, 1997.
NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings Per Share".
Statement 128 replaced the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share. Under the new
requirements for computing basic earnings per share, the dilutive effect of
stock options is excluded. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts have been presented, and where necessary, have been restated to
conform to the requirements of Statement 128.
Diluted earnings per common and common equivalent share is computed by
dividing net earnings by the weighted average number of outstanding and common
equivalent shares. Common equivalent shares include shares subject to purchase
under stock options.
6
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Net earnings per common and common equivalent share and weighted average
shares and equivalents for the twelve weeks ended December 18, 1996 have been
restated to give effect to the five for four stock split declared on December
3, 1997 and distributed on December 26, 1997 to shareholders of record on
December 15, 1997.
The following table presents information necessary to calculate basic
and diluted earnings per common and common equivalent share:
TWELVE WEEKS ENDED
----------------------------
DECEMBER 17, DECEMBER 18,
1997 1996
------------ ------------
Weighted average shares outstanding - Basic 20,754,009 19,210,709
Share equivalents 373,790 361,684
------------ ------------
Weighted average shares and equivalents - Diluted 21,127,799 19,572,393
------------ ------------
------------ ------------
Net earnings for basic and diluted earnings
per share computation $ 3,923,916 $ 3,229,205
------------ ------------
------------ ------------
7
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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 at least six months prior to the beginning
of the fiscal periods being compared 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
----------------------
12/17/97 12/18/96
-------- --------
REVENUES
Net sales 97.3% 97.7%
Franchise fees 1.2 1.2
Other, net 1.5 1.1
----- ------
100.0 100.0
----- ------
COSTS AND EXPENSES
Cost of sales 25.9(1) 26.7(1)
Restaurant operating costs 46.1(1) 44.7(1)
General and administrative 7.6 7.8
Depreciation and amortization 4.2 4.0
Marketing 3.1 3.0
Rent 3.2 3.2
Amortization of pre-opening costs 1.3 1.4
Interest 1.0 1.4
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90.5 90.7
----- ------
EARNINGS BEFORE INCOME TAXES 9.5 9.3
INCOME TAXES 3.5 3.5
----- ------
NET EARNINGS 6.0% 5.8%
----- ------
----- ------
- - ------------------
(1) Cost of sales and restaurant operating costs are expressed as a percentage
of net sales.
COMPARISON OF TWELVE WEEKS ENDED DECEMBER 17, 1997 TO TWELVE WEEKS ENDED
DECEMBER 18, 1996
REVENUES
Net sales increased $9,071,000 to $63,416,000, or 16.7%, due to an increase
in Steak n Shake's net sales. The increase of $9,075,000, or 18.1%, in net sales
of Steak n Shake was due to the opening of 29 new units within the last year
pursuant to the Company's expansion plan (non-same stores), partially offset by
a 1.8% decrease in same store sales. The decrease in same store sales was
attributable to a decrease of 4.2% in customer counts partially offset by a 2.4%
increase in check average. Steak n Shake instituted price increases of 1.0% and
1.1% in March 1997 and October 1997, respectively. After excluding units in
close proximity (generally three miles) to the new units opened during the
periods, Steak n Shake same store sales decreased 0.5% from the prior year
quarter. At December 17, 1997, 259 Steak n Shake restaurants, including 58
franchised, were being operated.
Franchise fees increased $155,000 to $810,000, as a result of an increase
in franchise royalties of $140,000 due to the opening of 9 Steak n Shake
franchised units since the end of the first quarter of fiscal 1997 and an
increase in initial and renewal franchise fees of $15,000. Three franchised
units opened during the first quarter of 1998.
Other revenues increased $344,000 to $944,000, primarily as a result of a
$228,000 gain on the disposal of property in the first quarter of 1998 and
higher rent income generated from the leasing of properties to franchisees.
8
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COSTS AND EXPENSES
Cost of sales increased $1,944,000, or 13.4%, as a result of sales
increases. As a percentage of net sales, cost of sales decreased to 25.9%
from 26.7%, primarily as a result of the higher mix of Company-operated
restaurant cost of sales as compared to cost of sales for products sold to
franchisees. Menu price increases and decreased pressures on food cost, in
particular, dairy and beef costs, also contributed to the decrease in cost of
sales.
Restaurant operating costs increased $4,937,000, or 20.3%, principally
due to higher labor costs and other operating costs resulting from the
increased sales volume. Restaurant operating costs, as a percentage of net
sales, increased to 46.1% from 44.7%. The higher labor costs were the result
of (i) an increase in the average rate per hour, due in part to increases in
the minimum wage on September 1, 1997, (ii) decreased labor efficiency and
(iii) higher costs associated with recruiting and training unit level
restaurant management arising from management turnover.
General and administrative expenses increased $632,000 or 14.6%. As a
percentage of revenues, general and administrative expenses decreased
slightly to 7.6% from 7.8%. The increase in expenses was attributable to
personnel related costs, which included costs for additional management
support personnel in connection with the development of new restaurants.
The $491,000 increase in depreciation and amortization expense was
attributable to the net depreciable capital additions since the beginning of
fiscal 1997.
Rent expense increased $307,000, or 17.1%, as a result of sale and
leaseback transactions since the beginning of fiscal 1997 involving twelve
Company-owned properties and a net increase in the number of other leased
properties.
Marketing expense increased $338,000, or 20.3%. As a percentage of
revenues, marketing expense increased slightly to 3.1% from 3.0%.
The $69,000 increase in the amortization of pre-opening costs was
attributable to the increase in the number of new Company-operated units
opened during fiscal 1997 as compared to fiscal 1996.
Interest expense decreased $158,000 due to decreased borrowings under
the Company's revolving line of credit as a result of the proceeds from the
equity offering in the fourth quarter of fiscal 1997, lower average costs of
borrowing and the reduction in capital lease obligations, partially offset by
a reduction in capitalized interest.
INCOME TAXES
The Company's effective income tax rate decreased to 36.5% from 37.5%
for the quarter ended December 18, 1996 and 36.9% for the year ended
September 24, 1997. The decrease from the prior period and from fiscal 1997
resulted from lower state income taxes. A valuation allowance against gross
deferred tax assets has not been provided based upon the expectation of
future taxable income.
NET EARNINGS
Net earnings increased $695,000 to $3,924,000, or 21.5%, primarily as a
result of the increase in Steak n Shake's operating earnings. Diluted
earnings per share increased from $.16 to $.19.
9
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LIQUIDITY AND CAPITAL RESOURCES
Ten Steak n Shake restaurants, including three franchised units, were
opened during the quarter ended December 17, 1997. Subsequent to the end of
the first quarter, two Company-operated Steak n Shake restaurants were
opened. Six additional units, including two franchised units, are currently
under construction. For the quarter ended December 17, 1997, capital
expenditures totaled $7,608,000 as compared to $15,268,000 for the comparable
prior year period.
On December 22, 1997, the Company completed the purchase of eight
franchised Steak n Shake restaurants in southern Georgia and northwest
Florida. With the recapture of these markets for Company-operated
restaurants, the Company will pursue a more aggressive growth plan in the
southeast, particularly in the Alabama, Georgia and Florida corridor.
The Company's five year growth program for 1998 through 2002 calls for
an annual increase of 20% in the number of Company-operated Steak n Shake
restaurants. In addition to the 290 Company-operated units contemplated by
this program, the Company will also expand its franchise system. The result
would be nearly 600 systemwide Steak n Shake restaurants by the end of fiscal
2002, of which approximately 500 would be Company-operated. The Company
intends to fund capital expenditures and meet working capital needs using
existing resources and anticipated cash flows 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.
During the twelve weeks ended December 17, 1997, cash provided by
operations totaled $4,973,000, while cash generated by sale and leaseback
transactions and other disposals of property totaled $1,367,000. During the
twelve weeks ended December 18, 1996, cash provided by operations totaled
$3,201,000, while cash generated by sale and leaseback transactions and other
disposals of property totaled $2,331,000.
Net cash provided by financing activities for the twelve weeks ended
December 17, 1997, totaled $1,071,000. Net borrowings under the Company's
$30,000,000 Revolving Credit Agreement (the "Revolving Credit Agreement")
totaled $2,000,000 during the twelve weeks ended December 17, 1997. The
proceeds from the borrowings were used, together with cash provided by
operations, to fund the Company's current expansion plan. During the twelve
weeks ended December 17, 1997, the Company borrowed $5,000,000 under its
$50,000,000 ten-year Senior Note Agreement and Private Shelf Facility (the
"Senior Note Agreement"), the proceeds of which were utilized to refinance a
like amount under the prior senior note agreement.
As of December 17, 1997, the Company had borrowed $30,000,000 under
the Senior Note Agreement. As of December 17, 1997, outstanding borrowings
under the Senior Note Agreement bear interest at an average fixed rate of
7.6%. The Revolving Credit Agreement extends to December 1998, with interest
rates based on LIBOR plus 75 basis points or the prime rate, at the election
of the Company. The amount outstanding under the Revolving Credit Agreement
was $2,000,000 as of December 17, 1997. The Company expects to be able to
secure a new revolving credit facility upon expiration of the current
agreement. The Company's debt agreements contain restrictions, which among
other things require the Company to maintain certain financial ratios.
10
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RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS
This report contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Those statements include, but may not be limited to, the discussions
of the Company's expansion strategy, expectations concerning its future
profitability, capital sources and needs and franchising program. Investors
in the Common Stock are cautioned that reliance on any forward-looking
statement involves risks and uncertainties, and that although the Company
believes that the assumptions on which the forward-looking statements
contained herein are reasonable, any of those assumptions could prove to be
inaccurate, and as a result, the forward-looking statements based on those
assumptions also could be incorrect. The uncertainties in this regard
include, but are not limited to, those identified above. 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 DISCLOSURE ABOUT MARKET RISK
Interim information is not required until the Company's fiscal year
beginning October 1, 1998.
11
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
(2) Not applicable.
(3) 3.01 Articles of Incorporation of Consolidated Products,
Inc. (formerly Steak n Shake, Inc.), as amended through
November 1, 1981. (Incorporated by reference to the
Exhibits to Registration Statement No. 2-75094).
3.02 Attachment to Joint Agreement of Merger dated October
31, 1983, between Franklin Corporation and Steak n
Shake, Inc. (Incorporated by reference to the Exhibits
to the Registrant's Form 10-K Annual Report for the
year ended September 28, 1983).
3.03 Bylaws of Consolidated Products, Inc. (formerly Steak n
Shake, Inc.) in effect at December 26, 1990.
(Incorporated by reference to the Exhibits to
Registration Statement on Form S-2 filed with the
Commission on August 6, 1992, file no. 33-50568).
3.04 Articles of Amendment to Articles of Incorporation of
Steak n Shake, Inc. dated May 15, 1984. (Incorporated
by reference to the Exhibits to the Registrant's Form
10-K Annual Report for the year ended September 26, 1984).
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).
12
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4.05 Second Amendment to Amended and Restated Credit
Agreement by and between Consolidated Products, Inc.
and Bank One, Indianapolis, N.A. effective January 31,
1997. (Incorporated by reference to the Exhibits to the
Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended April 9, 1997).
4.06 Amendment No. 1 to Note Purchase and Private Shelf
Agreement by and between Consolidated Products, Inc.
and The Prudential Insurance Company of America dated
as of April 28, 1997 related to senior note and private
shelf facility. (Incorporated by reference to the
Exhibits to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended April 9, 1997).
4.07 Third Amendment to Amended and Restated Credit
Agreement by and between Consolidated Products, Inc.
and Bank One, Indianapolis, N.A. dated September 18,
1997. (Incorporated by reference to the Exhibits to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 24, 1997).
(9) No exhibit.
(10) 10.01 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).
10.02 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).
10.03 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).
10.04 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).
10.05 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).
10.06 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).
10.07 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).
13
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10.08 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).
10.09 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).
10.10 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).
10.11 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).
10.12 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).
10.13 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).
10.14 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).
10.15 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).
10.16 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).
10.17 Amendment to Consolidated Products, Inc. 1992 Employee
Stock Purchase 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).
10.18 Consolidated Products, Inc. 1997 Nonemployee Director
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).
(11) 11.01 Computation of Earnings Per Share.
(15) Not applicable.
14
<PAGE>
(18) Not applicable.
(19) Not applicable.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) 27.01 Financial data schedule. (Electronic filing only).
(99) Not applicable.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the period covered by this
report.
15
<PAGE>
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 January 29, 1998.
CONSOLIDATED PRODUCTS, INC.
(Registrant)
/s/ Gregory G. Fehr
----------------------------------
By Gregory G. Fehr
Vice President and Controller
On Behalf of the Registrant and as
Principal Accounting Officer
16
<PAGE>
<PAGE>
EXHIBIT 11.01
CONSOLIDATED PRODUCTS, INC.
COMPUTATION OF EARNINGS PER SHARE
NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings Per Share".
Statement 128 replaced the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share. Under the new
requirements for computing basic earnings per share, the dilutive effect of
stock options is excluded. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts have been presented, and where necessary, have been restated to
conform to the requirements of Statement 128.
Diluted earnings per common and common equivalent share is computed by
dividing net earnings by the weighted average number of outstanding and
common equivalent shares. Common equivalent shares include shares subject to
purchase under stock options.
Net earnings per common and common equivalent share and weighted average
shares and equivalents for the twelve weeks ended December 18, 1996 have been
restated to give effect to the five for four stock split declared on December
3, 1997, distributed on December 26, 1997 to shareholders of record on
December 15, 1997.
The following table presents information necessary to calculate basic
and diluted earnings per common and common equivalent share:
TWELVE WEEKS ENDED
---------------------------
DECEMBER 17, DECEMBER 18,
1997 1996
------------ ------------
Weighted average shares outstanding - Basic 20,754,009 19,210,709
Share equivalents 373,790 361,684
------------ ------------
Weighted average shares and equivalents - Diluted 21,127,799 19,572,393
------------ ------------
Net earnings for basic and diluted earnings
per share computation $ 3,923,916 $ 3,229,205
------------ ------------
------------ ------------
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 17, 1997 AND THE
CONSOLIDATED STATEMENT OF EARNINGS FOR THE TWELVE WEEKS ENDED DECEMBER 17,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> SEP-25-1997
<PERIOD-END> DEC-17-1997
<CASH> 2,471,967<F1>
<SECURITIES> 0
<RECEIVABLES> 4,617,732
<ALLOWANCES> 0
<INVENTORY> 4,159,005
<CURRENT-ASSETS> 20,802,939
<PP&E> 202,714,654
<DEPRECIATION> 57,247,120
<TOTAL-ASSETS> 170,483,144
<CURRENT-LIABILITIES> 36,604,141
<BONDS> 0
0
0
<COMMON> 10,434,425
<OTHER-SE> 86,638,669
<TOTAL-LIABILITY-AND-EQUITY> 170,483,144
<SALES> 63,415,741
<TOTAL-REVENUES> 65,169,897
<CGS> 16,445,871
<TOTAL-COSTS> 45,671,230<F2>
<OTHER-EXPENSES> 5,706,343<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 640,204
<INCOME-PRETAX> 6,178,916
<INCOME-TAX> 2,255,000
<INCOME-CONTINUING> 3,923,916
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,923,916
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
<FN>
<F1>Cash includes cash equivalents of $1,690,000.
<F2>Includes restaurant operating costs of $29,225,359.
<F3>Includes depreciation and amortization and rent of $3,596,873 and $2,109,470
respectively.
</FN>
</TABLE>
