THE
STEAK N SHAKE COMPANY
(Exact
name of registrant as specified in its
charter)
|
INDIANA
|
37-0684070
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
of
incorporation or organization)
|
Identification
No.)
|
..
|
|
36
S. Pennsylvania Street, Suite 500
Indianapolis,
Indiana 46204
(317)
633-4100
|
(Address
and telephone number
of
registrant's principal executive offices)
|
Securities
registered pursuant to Sec. 12(b) of the
Act:
|
Title
of Each Class
|
Name
of Exchange on Which Registered
|
Common
Stock, stated value $.50 per share
|
New
York Stock Exchange
|
|
|
Page
|
|
Part
I
|
|||
|
|
|
|
Item
1
|
Business
|
|
3
|
|
|
|
|
Item
1A
|
Risk
Factors
|
|
10
|
|
|
|
|
Item
1B
|
Unresolved
Staff Comments
|
|
11
|
|
|
|
|
Item
2
|
Properties
|
|
12
|
|
|
|
|
Item
3
|
Legal
Proceedings
|
|
12
|
|
|
|
|
Item
4
|
Submission
of Matters to a Vote of Security
Holders
|
|
12
|
|
|
|
|
Part
II
|
|||
|
|
|
|
Item
5
|
Market for
Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
|
|
13
|
|
|
|
|
Item
6
|
Selected
Financial Data
|
|
14
|
|
|
|
|
Item
7
|
Management's
Discussion and Analysis of Financial
Condition and Results of Operations
|
|
15
|
|
|
|
|
Item
7A
|
Quantitative
and Qualitative Disclosures about
Market Risk
|
|
22
|
|
|
|
|
Item
8
|
Financial
Statements and Supplementary
Data
|
|
23
|
|
|
|
|
Item
9
|
Changes
in and Disagreements with Accountants on
Accounting and Financial Disclosure
|
|
40
|
|
|
|
|
Item
9A
|
Controls
and Procedures
|
|
40
|
|
|
|
|
Item 9B
|
Other
Information
|
|
43
|
|
|
|
|
Part
III
|
|||
|
|
|
|
Item 10
|
Directors, Executive
Officers and Corporate
Governance
|
|
43
|
|
|
|
|
Item 11
|
Executive
Compensation
|
|
43
|
|
|
|
|
Item 12
|
Security
Ownership of Certain Beneficial Owners
and Management and Related Shareholder Matters
|
|
43
|
|
|
|
|
Item 13
|
Certain
Relationships and Related Transactions, and
Director Independence
|
|
43
|
|
|
|
|
Item 14
|
Principal
Accounting Fees and
Services
|
|
43
|
|
|
|
|
Part
IV
|
|||
|
|
|
|
|
|
|
|
Item 15
|
Exhibits
and Financial Statement
Schedules
|
|
44
|
|
|
|
|
Signatures
|
|
47
|
|
|
|
|
|
Index
to Exhibits
|
|
48
|
|
|
Company-Owned
|
Franchised
|
Total
|
Alabama
|
6
|
-
|
6
|
Arkansas
|
-
|
1
|
1
|
Florida
|
83
|
-
|
83
|
Georgia
|
23
|
3
|
26
|
Illinois
|
62
|
6
|
68
|
Indiana
|
67
|
3
|
70
|
Iowa
|
4
|
-
|
4
|
Kansas
|
4
|
-
|
4
|
Kentucky
|
15
|
-
|
15
|
Michigan
|
21
|
-
|
21
|
Mississippi
|
-
|
1
|
1
|
Missouri
|
44
|
14
|
58
|
North
Carolina
|
4
|
6
|
10
|
Ohio
|
63
|
-
|
63
|
Oklahoma
|
-
|
4
|
4
|
Pennsylvania
|
5
|
-
|
5
|
South
Carolina
|
2
|
1
|
3
|
Tennessee
|
8
|
9
|
17
|
Texas
|
18
|
-
|
18
|
|
_____
|
_____
|
_____
|
Total
|
429
|
48
|
477
|
Name
|
Age
|
Position
with Company
|
Since
|
|
|
|
|
Jeffrey
A. Blade
|
45
|
Senior
Vice President, Chief Financial Officer -
|
|
|
|
The
Steak n Shake Company
|
2004
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
Robert
E. Brown
|
42
|
Vice
President, Finance and Investor Relations
|
|
|
|
The
Steak n Shake Company
|
2004
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
Roxanne
Crosby
|
53
|
Senior
Vice President -
|
|
|
|
The
Steak n Shake Company
|
2003
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
Kevin
E. Dooley
|
63
|
Vice
President -
|
|
|
|
Steak
n Shake Operations, Inc.
|
1993
|
Peter
M. Dunn(1)
|
51
|
President
-
|
|
|
|
The
Steak n Shake Company
|
2002
|
|
|
Steak
n Shake Operations, Inc.
|
2002
|
|
|
Chief
Executive Officer -
|
|
|
|
The
Steak n Shake Company
|
2004
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
Kenneth
L. Faulkner
|
43
|
Vice
President -
|
|
|
|
The
Steak n Shake Company
|
2004
|
|
|
Steak
n Shake Operations, Inc.
|
2004
|
Duane
E. Geiger
|
43
|
Vice
President -
|
|
|
|
The
Steak n Shake Company
|
2000
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
Alan
B. Gilman(1)
|
76
|
Chairman
-
|
|
|
|
The
Steak n Shake Company
|
2003
|
|
|
Steak
n Shake Operations, Inc.
|
2003
|
Steak n Shake Enterprises, Inc | 2006 | ||
Bradley
Manns
|
37
|
Vice
President -
|
|
|
|
The
Steak n Shake Company
|
2004
|
|
|
Steak
n Shake Operations, Inc.
|
2004
|
David
C. Milne
|
39
|
General
Counsel -
|
|
|
|
The
Steak n Shake Company
|
2003
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
|
|
Secretary
-
|
|
|
|
The
Steak n Shake Company
|
2004
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
Gary
T. Reinwald
|
58
|
Executive
Vice President -
|
|
|
|
The
Steak n Shake Company
|
2004
|
|
|
Steak
n Shake Operations, Inc.
|
2004
|
Steven
M. Schiller
|
41
|
Senior
Vice President,
|
|
|
|
Chief
Marketing Officer
|
|
|
|
The
Steak n Shake Company
|
2005
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
J.
Michael Vance
|
37
|
Vice
President-
|
|
|
|
The
Steak n Shake Company
|
2006
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
Gary
S. Walker
|
46
|
Senior
Vice President -
|
|
|
|
The
Steak n Shake Company
|
1998
|
|
|
Steak
n Shake Operations, Inc.
|
1998
|
Douglas
D. Willard
|
47
|
Vice
President -
|
|
|
|
The
Steak n Shake Company
|
2003
|
|
|
Steak
n Shake Enterprises, Inc.
|
2006
|
Alan
Williger
|
63
|
Vice
President -
|
|
|
|
The
Steak n Shake Company
|
2006
|
|
|
Steak
n Shake Operations, Inc.
|
2006
|
|
Number
of Leases Expiring
|
|
Calendar
Year
|
SNS
|
SIC
|
|
|
|
2007
- 2011
|
7
|
0
|
2012
- 2016
|
6
|
0
|
2017
- 2021
|
17
|
0
|
2022
- 2026
|
15
|
0
|
2027
- 2031
|
18
|
0
|
Beyond
|
211
|
3
|
|
274
|
3
|
|
2006
|
2005
|
|||||||||||
|
High
|
Low
|
High
|
Low
|
|||||||||
|
|
|
|
|
|||||||||
First
Quarter
|
$
|
19.39
|
$
|
16.87
|
$
|
19.91
|
$
|
16.48
|
|||||
Second
Quarter
|
$
|
21.10
|
$
|
16.60
|
$
|
20.40
|
$
|
17.54
|
|||||
Third
Quarter
|
$
|
20.08
|
$
|
14.79
|
$
|
20.65
|
$
|
17.92
|
|||||
Fourth
Quarter
|
$
|
17.41
|
$
|
13.46
|
$
|
21.80
|
$
|
17.85
|
|||||
|
Period
|
Total
Number of Shares Purchased
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Maximum
Number of Shares that May Yet Be Purchased Under the Plans or
Programs
|
|||||||||
|
|||||||||||||
July
6, 2006-August 2, 2006
|
--
|
--
|
--
|
2,979,600
|
|||||||||
August
3, 2006-August 30, 2006
|
--
|
--
|
--
|
2,979,600
|
|||||||||
August
31, 2006-September 27, 2006
|
--
|
--
|
--
|
2,979,600
|
SELECTED
FINANCIAL AND OPERATING DATA
|
||||||||||||||||
The
Steak n Shake Company
|
||||||||||||||||
(Amounts
in 000's, except per share data)
|
||||||||||||||||
|
2006
|
2005
|
2004
|
2003
|
2002
|
|||||||||||
|
||||||||||||||||
Statement
of Earnings Data :
|
||||||||||||||||
Total
Revenues
|
$
|
638,822
|
$
|
606,912
|
$
|
553,692
|
$
|
499,104
|
$
|
459,014
|
||||||
Net
Earnings (1)
|
$
|
28,001
|
$
|
30,222
|
$
|
27,591
|
$
|
20,861
|
$
|
22,992
|
||||||
Per
Share Data:
|
||||||||||||||||
Basic
Earnings Per Common Share:
|
||||||||||||||||
Basic
earnings per share (1)
|
$
|
1.01
|
$
|
1.10
|
$
|
1.01
|
$
|
.77
|
$
|
.83
|
||||||
Diluted
Earnings Per Common and
|
||||||||||||||||
Common
Equivalent Share:
|
||||||||||||||||
Diluted
earnings per share (1)
|
$
|
1.00
|
$
|
1.08
|
$
|
1.00
|
$
|
.77
|
$
|
.82
|
||||||
|
||||||||||||||||
Basic
Weighted Average Shares (in thousands)
|
27,723
|
27,500
|
27,385
|
27,010
|
27,814
|
|||||||||||
Diluted
Weighted Average
|
||||||||||||||||
Shares
and Share Equivalents (in thousands)
|
28,039
|
28,059
|
27,711
|
27,110
|
27,986
|
|||||||||||
|
||||||||||||||||
Statement
of Financial Position Data:
|
||||||||||||||||
Total
assets
|
$
|
542,521
|
$
|
474,657
|
$
|
435,853
|
$
|
417,174
|
$
|
398,582
|
||||||
Long-term
debt:
|
||||||||||||||||
Obligations
under leases
|
143,996
|
147,615
|
144,647
|
147,957
|
151,502
|
|||||||||||
Other
long-term debt
|
18,802
|
6,315
|
9,429
|
16,203
|
24,419
|
|||||||||||
Shareholders'
equity
|
$
|
287,035
|
$
|
252,975
|
$
|
218,932
|
$
|
187,903
|
$
|
166,421
|
SELECTED
FINANCIAL AND OPERATING DATA
|
||||||||||||||||
The
Steak n Shake Company
|
||||||||||||||||
|
||||||||||||||||
|
2006
|
2005
|
2004
|
2003
|
2002
|
|||||||||||
Other
Data:
|
||||||||||||||||
Number
of Restaurants:
|
||||||||||||||||
Company-owned
|
429
|
399
|
365
|
356
|
348
|
|||||||||||
Franchised
|
48
|
49
|
60
|
57
|
56
|
|||||||||||
|
477
|
448
|
425
|
413
|
404
|
|||||||||||
|
||||||||||||||||
Approximate
Number of Employees
|
23,000
|
21,500
|
20,000
|
20,000
|
20,000
|
|||||||||||
Approximate
Number of Shareholders
|
12,000
|
13,500
|
13,500
|
13,500
|
12,500
|
|||||||||||
|
|
2006
|
2005
|
2004
|
|||||||
Revenues:
|
|
|
|
|||||||
Net
sales
|
99.4
|
%
|
99.4
|
%
|
99.2
|
%
|
||||
Franchise
fees
|
0.6
|
0.6
|
0.8
|
|||||||
Total
Revenues
|
100.0
|
100.0
|
100.0
|
|||||||
Costs
and Expenses:
|
||||||||||
Cost
of sales (1)
|
22.6
|
23.2
|
23.6
|
|||||||
Restaurant
operating costs (1)
|
50.3
|
49.0
|
49.2
|
|||||||
General
and administrative
|
8.3
|
7.9
|
7.7
|
|||||||
Depreciation
and amortization
|
4.5
|
4.4
|
4.5
|
|||||||
Marketing
|
4.3
|
4.4
|
4.2
|
|||||||
Interest
|
1.8
|
2.1
|
2.4
|
|||||||
Rent
|
1.9
|
1.7
|
1.6
|
|||||||
Pre-opening
costs
|
0.6
|
0.5
|
0.4
|
|||||||
Provision for restaurant closings |
-
|
0.2
|
(0.1
|
)
|
||||||
Other
income, net
|
(0.4
|
)
|
(0.3
|
)
|
(0.4
|
)
|
||||
|
||||||||||
Earnings
Before Income Taxes
|
6.6
|
7.3
|
7.7
|
|||||||
|
||||||||||
Income
Taxes
|
2.2
|
2.3
|
2.7
|
|||||||
|
||||||||||
Net
Earnings
|
4.4
|
%
|
5.0
|
%
|
5.0
|
%
|
||||
|
||||||||||
(1)
Cost of sales and restaurant operating costs are expressed as a percentage
of net sales.
|
|
|
Payments
due by period
|
||||||||||||||
Contractual
Obligations
|
|
|
Less
than 1 year
|
|
|
1-3
years
|
|
|
3-5
years
|
|
|
More
than 5 years
|
|
|
Total
|
|
Long-term
debt(1)
|
|
$
|
13,796
|
|
$
|
5,142
|
|
$
|
11,641
|
|
$
|
5,047
|
|
$
|
35,626
|
|
Capital
leases and finance obligations(1)
|
|
|
16,129
|
|
|
32,254
|
|
|
31,021
|
|
|
86,451
|
|
|
165,856
|
|
Operating
leases(2)
|
|
|
10,368
|
|
|
20,463
|
|
|
18,498
|
|
|
79,127
|
|
|
128,456
|
|
Purchase
commitments(3)
|
|
|
15,439
|
|
|
651
|
|
|
-
|
|
|
-
|
|
|
16,091
|
|
Other
Long-term liabilities(4)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,736
|
|
|
1,736
|
|
Total
|
|
$
|
55,732
|
|
$
|
58,510
|
|
|
61,160
|
|
$
|
172,361
|
|
$
|
347,765
|
|
Consolidated
Statements of Earnings
|
|
|||||||||
The
Steak n Shake Company
|
||||||||||
(Years
ended September 27, 2006, September 28, 2005, and September 29,
2004)
|
||||||||||
(Amounts
in $000s except share and per share data)
|
||||||||||
|
|
|
2006
(52
Weeks)
|
|
|
2005
(52
weeks)
|
|
|
2004
(53
weeks)
|
|
Revenues:
|
|
|
|
|
|
|
|
|||
Net
sales
|
|
$
|
634,941
|
|
$
|
603,068
|
|
$
|
549,130
|
|
Franchise
fees
|
|
|
3,881
|
|
|
3,844
|
|
|
4,562
|
|
Total
revenues
|
|
|
638,822
|
|
|
606,912
|
|
|
553,692
|
|
|
|
|
|
|
|
|
|
|
||
Costs
and Expenses:
|
|
|
|
|
|
|
|
|||
Cost
of sales
|
|
|
143,360
|
|
|
140,078
|
|
|
129,458
|
|
Restaurant
operating costs
|
|
|
319,070
|
|
|
295,202
|
|
|
270,057
|
|
General
and administrative
|
|
|
52,949
|
|
|
47,902
|
|
|
42,364
|
|
Depreciation
and amortization
|
|
|
28,967
|
|
|
26,945
|
|
|
24,858
|
|
Marketing
|
|
|
27,473
|
|
|
26,771
|
|
|
23,106
|
|
Interest
|
|
|
11,373
|
|
|
12,641
|
|
|
13,079
|
|
Rent
|
|
|
12,233
|
|
|
10,250
|
|
|
8,626
|
|
Pre-opening costs |
3,579
|
3,247
|
2,098
|
|||||||
Provision
for restaurant closings
|
|
|
(103
|
)
|
|
1,400
|
|
|
(394
|
)
|
Other
income, net
|
|
|
(2,371
|
)
|
|
(1,968
|
)
|
|
(1,998
|
)
|
Total
costs and expenses
|
|
|
596,530
|
|
|
562,468
|
|
|
511,254
|
|
|
|
|
|
|
|
|
|
|||
Earnings
Before Income Taxes
|
|
|
42,292
|
|
|
44,444
|
|
|
42,438
|
|
Income
Taxes
|
|
|
14,291
|
|
|
14,222
|
|
|
14,847
|
|
Net
Earnings
|
|
$
|
28,001
|
|
$
|
30,222
|
|
$
|
27,591
|
|
|
|
|
|
|
|
|
|
|||
Basic
Earnings Per Common and
|
|
|
|
|
|
|
|
|||
Common
Equivalent Share
|
|
$
|
1.01
|
|
$
|
1.10
|
|
$
|
1.01
|
|
Diluted
Earnings Per Common and
|
|
|
|
|
|
|
|
|||
Common
Equivalent Share
|
|
$
|
1.00
|
|
$
|
1.08
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|||
Weighted
Average Shares and Equivalents:
|
|
|
|
|
|
|
|
|||
Basic
|
|
|
27,723,282
|
|
|
27,499,982
|
|
|
27,385,447
|
|
Diluted
|
|
|
28,038,545
|
|
|
28,059,152
|
|
|
27,710,643
|
|
See
accompanying notes.
|
|
|
|
|
|
|
|
Consolidated
Statements of Financial Position
|
|
||||||
The
Steak n Shake Company
|
|
||||||
(As
of September 27, 2006 and September 28, 2005)
|
|
||||||
(Amounts
in $000s except share data)
|
|
||||||
|
|
|
2006
|
|
|
2005
|
|
Assets:
|
|
|
|
|
|
||
Current
Assets
|
|
|
|
|
|
|
|
Cash
|
|
$
|
4,820
|
|
$
|
3,063
|
|
Receivables,
net
|
|
|
5,858
|
|
|
2,619
|
|
Inventories
|
|
|
7,018
|
|
|
6,367
|
|
Deferred
income taxes
|
|
|
3,873
|
|
|
2,600
|
|
Assets
held for sale
|
|
|
4,514
|
|
|
1,756
|
|
Other
current assets
|
|
|
4,837
|
|
|
4,633
|
|
Total
current assets
|
|
|
30,920
|
|
|
21,038
|
|
Net
property and equipment
|
|
|
490,142
|
|
|
439,620
|
|
Goodwill
|
|
|
14,485
|
|
|
7,458
|
|
Other
intangible assets, net
|
|
|
2,152
|
|
|
2,079
|
|
Other
assets
|
|
|
4,822
|
|
|
4,462
|
|
Total
assets
|
|
$
|
542,521
|
|
$
|
474,657
|
|
|
|
|
|
|
|
||
Liabilities
and Shareholders' Equity:
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
||
Accounts
payable
|
|
$
|
28,262
|
|
$
|
21,304
|
|
Accrued
expenses
|
|
|
38,023
|
|
|
30,908
|
|
Current
portion of long-term debt
|
|
|
2,512
|
|
|
3,940
|
|
Line
of credit
|
|
|
10,065
|
|
|
—
|
|
Current
portion of obligations under leases
|
|
|
4,221
|
|
|
3,896
|
|
Total
current liabilities
|
|
|
83,083
|
|
|
60,048
|
|
Deferred
income taxes
|
|
|
5,800
|
|
|
5,483
|
|
Other
long-term liabilities
|
|
|
3,805
|
|
|
2,221
|
|
Obligations
under leases
|
|
|
143,996
|
|
|
147,615
|
|
Long-term
debt
|
|
|
18,802
|
|
|
6,315
|
|
|
|
|
|
|
|
||
Commitments
and Contingencies
|
|
|
|
|
|
||
Shareholders'
Equity:
|
|
|
|
|
|
||
Common
stock — $.50 stated value, 50,000,000 shares
|
|
|
|
|
|
||
authorized — shares issued: 30,332,839 in 2006 and 2005
|
|
|
15,166
|
|
|
15,166
|
|
Additional
paid-in capital
|
|
|
123,860
|
|
|
124,000
|
|
Less:
Unamortized value of restricted shares
|
|
|
—
|
|
|
(2,300
|
)
|
Retained
earnings
|
|
|
173,216
|
|
|
145,215
|
|
Treasury
stock — at cost: 2,170,332 shares in 2006;
|
|
|
|
|
|
||
2,460,026
shares in 2005
|
|
|
(25,207
|
)
|
|
(29,106
|
)
|
Total
shareholders' equity
|
|
|
287,035
|
|
|
252,975
|
|
Total
liabilities and shareholders’equity
|
|
$
|
542,521
|
|
$
|
474,657
|
|
See
accompanying notes.
|
|
|
|
|
|
Consolidated
Statements of Cash Flows
|
|
|||||||||
The
Steak n Shake Company
|
||||||||||
(Years
ended September 27, 2006, September 28, 2005, and September 29,
2004)
|
||||||||||
(Amounts
in $000s)
|
|
|
|
|
||||||
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
(52 Weeks)
|
|
|
(52
Weeks)
|
|
|
(53
Weeks)
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|||
Net
earnings
|
|
$
|
28,001
|
|
$
|
30,222
|
|
$
|
27,591
|
|
Adjustments
to reconcile net earnings
|
|
|
|
|
|
|
|
|||
to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||
Depreciation
and amortization
|
|
|
28,967
|
|
|
26,945
|
|
|
24,858
|
|
Provision
for deferred income taxes
|
|
|
(956
|
)
|
|
1,769
|
|
|
192
|
|
Provision
for restaurant closings
|
|
|
(103
|
)
|
|
1,400
|
|
(394
|
)
|
|
Non-cash
expense for stock-based compensation and deferred rent
|
|
|
4,560
|
|
|
1,798
|
|
|
1,475
|
|
Loss
on disposal of property
|
|
|
911
|
|
|
650
|
|
|
732
|
|
Changes
in receivables and inventories
|
|
|
(3,773
|
)
|
|
1,575
|
|
|
(1,099
|
)
|
Changes
in other assets
|
|
|
(259
|
)
|
|
(935
|
)
|
|
(3,979
|
)
|
Changes
in accounts payable and accrued expenses
|
|
|
12,230
|
|
|
855
|
|
|
(1,847
|
)
|
Net
cash provided by operating activities
|
|
|
69,578
|
|
|
64,279
|
|
|
47,529
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
|||
Additions
of property and equipment
|
|
|
(80,840
|
)
|
|
(63,622
|
)
|
|
(46,278
|
)
|
Purchase
of franchisees
|
|
|
(9,598
|
)
|
|
(16,082
|
)
|
|
—
|
|
Proceeds
from property and equipment disposals
|
|
|
3,124
|
|
|
4,365
|
|
|
2,684
|
|
Proceeds
from sale of short-term investments
|
|
|
—
|
|
|
466
|
|
|
1,104
|
|
Purchase
of short-term investments
|
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
Proceeds
from long-term investments called or sold
|
|
|
—
|
|
|
—
|
|
|
5,095
|
|
Net
cash used in investing activities
|
|
|
(87,314
|
)
|
|
(74,873
|
)
|
|
(38,016
|
)
|
Financing
Activities:
|
|
|
|
|
|
|
|
|||
Proceeds
from line of credit facility
|
|
|
25,065
|
|
|
—
|
|
|
—
|
|
Principal
payments on long-term debt
|
|
|
(3,941
|
)
|
|
(9,910
|
)
|
|
(8,215
|
)
|
Proceeds
from equipment and property leases
|
|
|
700
|
|
|
650
|
|
|
600
|
|
Principal
payments on lease obligations
|
|
|
(4,082
|
)
|
|
(4,494
|
)
|
|
(3,661
|
)
|
Proceeds
from exercise of stock options
|
|
|
646
|
|
|
688
|
|
|
851
|
|
Stock
repurchases
|
(312
|
)
|
—
|
|
—
|
|
||||
Excess
tax benefits from stock-based awards
|
|
|
72
|
|
|
—
|
|
|
—
|
|
Proceeds
from employee stock purchase plan
|
|
|
1,345
|
|
|
1,573
|
|
|
1,267
|
|
Net
cash provided by (used in) financing activities
|
|
|
19,493
|
|
|
(11,493
|
)
|
|
(9,158
|
)
|
|
|
|
|
|
|
|
|
|||
Increase
(Decrease) in Cash and Cash Equivalents
|
|
|
1,757
|
|
|
(22,087
|
)
|
|
355
|
|
Cash
and Cash Equivalents at Beginning of Year
|
|
|
3,063
|
|
|
25,150
|
|
|
24,795
|
|
|
|
|
|
|
|
|
|
|||
Cash
and Cash Equivalents at End of Year
|
|
$
|
4,820
|
|
$
|
3,063
|
|
$
|
25,150
|
|
|
|
|
|
|
|
|
|
|||
See
accompanying notes.
|
|
|
|
|
|
|
Common
|
|
Additional
Paid-In
|
|
Retained
|
|
Unamortized
Value of Restricted
|
|
Treasury
Stock
|
|
||||||||
|
|
Stock
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Shares
|
|
Amount
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance
at September 24, 2003
|
|
$
|
15,166
|
|
$
|
123,180
|
|
$
|
87,402
|
|
$
|
(195
|
)
|
|
3,264,165
|
|
$
|
(37,650
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
27,591
|
|
|
|
|
|
|
|
|||||
Shares
exchanged to exercise stock options
|
|
|
|
|
|
|
|
|
|
|
173,449
|
|
|
(3,198
|
)
|
||||
Shares
reissued to exercise stock options
|
|
|
|
|
|
|
|
|
|
|
(321,267
|
)
|
|
4,050
|
|
||||
Shares
granted under Capital Appreciation Plan
|
|
|
|
|
|
|
|
|
(2,104
|
)
|
|
(136,000
|
)
|
|
2,104
|
|
|||
Shares
forfeited under Capital Appreciation Plan
|
|
|
|
|
|
|
|
|
|
|
|
194
|
|
|
13,000
|
|
|
(194
|
)
|
Changes
in unamortized value of shares granted under Capital Appreciation
Plan
|
|
|
|
|
|
|
|
|
712
|
|
|
|
|
|
|||||
Tax
effect relating to stock awards
|
|
|
|
|
607
|
|
|
|
|
|
|
|
|
|
|||||
Shares
issued for Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(146,787
|
)
|
|
1,267
|
|
Balance
at September 29, 2004
|
|
|
15,166
|
|
|
123,787
|
|
|
114,993
|
|
|
(1,393
|
)
|
|
2,846,560
|
|
|
(33,621
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
30,222
|
|
|
|
|
|
|
|
|||||
Shares
exchanged to exercise stock options
|
|
|
|
|
|
|
|
|
|
|
156,280
|
|
|
(3,120
|
)
|
||||
Shares
reissued to exercise stock options
|
|
|
|
|
|
|
|
|
|
|
(314,284
|
)
|
|
3,808
|
|
||||
Shares
granted under Capital Appreciation Plan
|
|
|
|
|
|
|
|
|
(2,478
|
)
|
|
(139,700
|
)
|
|
2,478
|
|
|||
Shares
forfeited under Capital Appreciation Plan
|
|
|
|
|
|
|
|
|
224
|
|
|
14,000
|
|
|
(224
|
)
|
|||
Changes
in unamortized value of shares granted under Capital Appreciation
Plan
|
|
|
|
|
|
|
|
|
1,347
|
|
|
|
|
|
|||||
Tax
effect relating to stock awards
|
|
|
|
|
213
|
|
|
|
|
|
|
|
|
|
|||||
Shares
issued for Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(102,830
|
)
|
|
1,573
|
|
Balance
at September 28, 2005
|
|
|
15,166
|
|
|
124,000
|
|
|
145,215
|
|
|
(2,300
|
)
|
|
2,460,026
|
|
|
(29,106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net
earnings
|
|
|
|
|
|
|
|
|
28,001
|
|
|
|
|
|
|
|
|
|
|
Reclass
of unamortized value of restricted shares
|
|
|
|
|
|
(2,300
|
)
|
|
|
|
|
2,300
|
|
|
|
|
|
|
|
Compensation
expense for share-based payments
|
|
|
|
|
|
3,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
exchanged to exercise stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,547
|
|
|
(1,345
|
)
|
Shares
reissued to exercise stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(165,532
|
)
|
|
1,991
|
|
Shares repurchased under stock buyback program |
20,400
|
(312
|
)
|
||||||||||||||||
Shares
granted under Capital Appreciation Plan
|
|
|
|
|
|
(2,381
|
)
|
|
|
|
|
|
|
|
(135,500
|
)
|
|
2,381
|
|
Shares
forfeited under Capital Appreciation Plan
|
|
|
|
|
|
161
|
|
|
|
|
|
|
|
|
9,700
|
|
|
(161
|
)
|
Tax
effect relating to stock awards
|
|
|
|
|
|
388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(93,309
|
)
|
|
1,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 27, 2006
|
|
$
|
15,166
|
|
$
|
123,860
|
|
$
|
173,216
|
|
$
|
-
|
|
|
2,170,332
|
|
$
|
(25,207
|
)
|
See
accompanying notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
Basic
earnings per share:
|
|
|
|
|
|
|
|
|||
Weighted
average common shares
|
|
|
27,723,282
|
|
|
27,499,982
|
|
|
27,385,447
|
|
|
|
|
|
|
|
|
|
|||
Diluted
earnings per share:
|
|
|
|
|
|
|
|
|||
Weighted
average common shares
|
|
|
27,723,282
|
|
|
27,499,982
|
|
|
27,385,447
|
|
Dilutive
effect of stock options
|
|
|
315,263
|
|
|
559,170
|
|
|
325,196
|
|
Weighted
average common and incremental shares
|
|
|
28,038,545
|
|
|
28,059,152
|
|
|
27,710,643
|
|
|
|
|
|
|
|
|
|
|||
Number
of share-based awards excluded from the calculation of earnings per
share
as the awards' exercise prices were greater than the average market
price
of the Company’s common stock
|
|
|
792,193
|
|
|
280,929
|
|
|
54,372
|
|
|
|
|
|
|
|
|
|
(amounts
in $000s)
|
|
|
2006
|
|
|
2005
|
|
Prepaid
Marketing
|
|
$
|
620
|
|
$
|
899
|
|
Prepaid
Rent
|
|
|
2,710
|
|
|
2,682
|
|
Other
|
|
|
1,507
|
|
|
1,052
|
|
|
|
$
|
4,837
|
|
$
|
4,633
|
|
(amounts
in $000’s)
|
|
2006
|
|
2005
|
|
||
|
|
|
|
|
|
||
Land
|
|
$
|
184,741
|
|
$
|
169,730
|
|
Buildings
|
|
|
165,411
|
|
|
160,066
|
|
Land
and leasehold improvements
|
|
|
139,603
|
|
|
115,198
|
|
Equipment
|
|
|
184,223
|
|
|
166,593
|
|
Construction
in progress
|
|
|
15,460
|
|
|
15,274
|
|
|
|
|
689,438
|
|
|
626,861
|
|
Less
accumulated depreciation and amortization
|
|
|
(199,296
|
)
|
|
(187,241
|
)
|
Net
property and equipment
|
|
$
|
490,142
|
|
$
|
439,620
|
|
(amounts
in $000s)
|
|
2006
|
|
2005
|
|
||
Gross
value of intangible assets subject to amortization
|
|
$
|
2,291
|
|
$
|
2,191
|
|
Accumulated
Amortization
|
|
|
(639
|
)
|
|
(452
|
)
|
Intangible
assets subject to amortization, net
|
|
|
1,652
|
|
|
1,739
|
|
Intangible
assets with indefinite lives
|
|
|
500
|
|
|
340
|
|
Total
intangible assets
|
|
$
|
2,152
|
|
$
|
2,079
|
|
(amounts
in $000s)
|
|
|
2006
|
|
|
2005
|
|
Salaries
and wages
|
|
$
|
7,983
|
|
$
|
8,314
|
|
Taxes
payable
|
|
|
14,291
|
|
|
13,689
|
|
Insurance
accruals
|
|
|
10,521
|
|
|
3,272
|
|
Other
|
|
|
5,228
|
|
|
5,633
|
|
|
|
$
|
38,023
|
|
$
|
30,908
|
|
(amounts
in $000s)
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
Current:
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
13,433
|
|
$
|
12,088
|
|
$
|
12,801
|
|
State
|
|
|
1,814
|
|
|
365
|
|
|
1,854
|
|
Deferred
|
|
|
(956
|
)
|
|
1,769
|
|
|
192
|
|
Total
income taxes
|
|
$
|
14,291
|
|
$
|
14,222
|
|
$
|
14,847
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
The
reconciliation of effective income tax is:
|
|
|
|
|
|
|
|
|||
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
Tax
at U.S. statutory rates
|
|
$
|
14,802
|
|
$
|
15,555
|
|
$
|
14,853
|
|
State
income taxes, net of federal benefit
|
|
|
1,135
|
|
|
270
|
|
|
1,277
|
|
Employer’s
FICA tax credit
|
|
|
(1,417
|
)
|
|
(1,138
|
)
|
|
(1,030
|
)
|
Jobs
tax credit
|
|
|
(631
|
)
|
|
(482
|
)
|
|
(401
|
)
|
Share-based
payments
|
|
|
563
|
|
|
-
|
|
|
-
|
|
Other
|
|
|
(161
|
)
|
|
17
|
|
|
148
|
|
Total
income taxes
|
|
$
|
14,291
|
|
$
|
14,222
|
|
$
|
14,847
|
|
(amounts
in $000s)
|
|
|
2006
|
|
|
2005
|
|
Deferred
tax assets:
|
|
|
|
|
|
||
Insurance
reserves
|
|
$
|
2,671
|
|
$
|
1,227
|
|
Share-based
payments
|
|
|
1,982
|
|
|
1,079
|
|
Accrued
vacation
|
|
|
958
|
|
|
954
|
|
Other
|
|
|
325
|
|
|
845
|
|
Total
deferred tax assets
|
|
|
5,936
|
|
|
4,105
|
|
Deferred
tax liabilities:
|
|
|
|
|
|
|
|
Fixed
asset basis difference
|
|
|
7,697
|
|
|
6,881
|
|
Other
|
|
|
166
|
|
|
107
|
|
Total
deferred tax liabilities
|
|
|
7,863
|
|
|
6,988
|
|
Net
deferred tax liability
|
|
|
(1,927
|
)
|
|
(2,883
|
)
|
Less
current portion
|
|
|
3,873
|
|
|
2,600
|
|
Long-term
liability
|
|
$
|
(5,800
|
)
|
$
|
(5,483
|
)
|
(Amounts
in $000’s)
|
|
|
|
|
|
|
|
|
|
Operating
Leases
|
||||||
|
|
|
Finance
Obligations
|
|
|
Capital
Leases
|
|
|
Total
|
|
|
Operating
Property
|
|
|
Non-Operating
Property
|
|
Year
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2007
|
|
$
|
15,998
|
|
$
|
131
|
|
$
|
16,129
|
|
$
|
10,368
|
|
$
|
116
|
|
2008
|
|
|
16,036
|
|
|
91
|
|
|
16,127
|
|
|
10,327
|
|
|
116
|
|
2009
|
|
|
15,959
|
|
|
64
|
|
|
16,023
|
|
|
10,136
|
|
|
116
|
|
2010
|
|
|
15,667
|
|
|
64
|
|
|
15,731
|
|
|
9,445
|
|
|
61
|
|
2011
|
|
|
15,322
|
|
|
64
|
|
|
15,386
|
|
|
9,053
|
|
|
61
|
|
After
2011
|
|
|
86,455
|
|
|
-
|
|
|
86,455
|
|
|
79,127
|
|
|
77
|
|
Total
minimum future rental payments
|
|
|
165,437
|
|
|
414
|
|
|
165,851
|
|
$
|
128,456
|
|
$
|
547
|
|
Less
amount representing interest
|
|
|
104,408
|
|
|
34
|
|
|
104,442
|
|
|
|
|
|
||
Total
principal obligations under leases
|
|
|
61,029
|
|
|
380
|
|
|
61,409
|
|
|
|
|
|
||
Less
current portion
|
|
|
4,063
|
|
|
158
|
|
|
4,221
|
|
|
|
|
|
||
Non-current
principal obligations under leases
|
|
|
56,966
|
|
|
222
|
|
|
57,188
|
|
|
|
|
|
||
Residual
value at end of lease term
|
|
|
86,808
|
|
|
-
|
|
|
86,808
|
|
|
|
|
|
||
Obligations
under leases
|
|
$
|
143,774
|
|
$
|
222
|
|
$
|
143,996
|
|
|
|
|
|
(Amounts
in 000's)
|
|
|
|
|
Current
assets
|
|
$
|
169
|
|
Property
and equipment
|
|
|
2,648
|
|
Goodwill
(tax deductible)
|
|
|
6,682
|
|
Intangible
assets
|
|
|
260
|
|
Total
assets acquired
|
|
9,759
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
88
|
|
Long-term
debt
|
|
|
73
|
|
Total
liabilities assumed
|
|
161
|
|
|
|
|
|
|
|
Net
assets acquired
|
|
$
|
9,598
|
|
|
|
|
|
|
(Amounts
in 000's)
|
|
|
|
|
Current
assets
|
|
$
|
617
|
|
Property
and equipment
|
|
|
21,660
|
|
Goodwill
(not deductible for tax purposes)
|
|
|
7,803
|
|
Intangible
assets
|
|
|
1,051
|
|
Other
assets
|
|
|
46
|
|
Total
assets acquired
|
|
31,177
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
3,723
|
|
Deferred
income taxes
|
|
|
925
|
|
Obligations
under lease
|
|
|
6,486
|
|
Long-term
debt
|
|
|
3,961
|
|
|
|
|
|
|
Total
liabilities assumed
|
|
15,095
|
|
|
|
|
|
|
|
Net
assets acquired
|
|
$
|
16,082
|
|
|
|
|
|
|
14. |
Common
Stock Plans
|
|
|
|
|
|
|
|
|
|
|
|
September
28,
|
|
|
September
29,
|
|
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
Net
earnings as reported
|
|
$
|
30,222
|
|
$
|
27,591
|
|
Less
pro forma compensation expense, net of tax
|
|
|
(2,172
|
)
|
|
(1,483
|
)
|
Pro
forma net earnings
|
|
$
|
28,050
|
|
$
|
26,108
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share as reported
|
|
$
|
1.10
|
|
$
|
1.01
|
|
Pro
forma basic earnings per share
|
|
$
|
1.02
|
|
$
|
.95
|
|
|
|
|
|
|
|
|
|
Diluted
earnings per share as reported
|
|
$
|
1.08
|
|
$
|
1.00
|
|
Pro
forma diluted earnings per share
|
|
$
|
1.00
|
|
$
|
.94
|
|
|
2006
|
2005
|
2004
|
|
|
|
|
Risk-free
interest rate
|
4.5%
|
3.7%
|
2.0%
|
Dividend
yield
|
0.0%
|
0.0%
|
0.0%
|
Expected
volatility
|
28%
|
31%
|
38%
|
Expected
life in years
|
5.4 years
|
5
years
|
5
years
|
|
|
|
|
|
Number
of Shares
|
Weighted
Average Grant Date Fair Value
|
|||||
Nonvested
shares at September 28, 2005
|
268,700
|
$
|
16.30
|
||||
Granted
|
135,500
|
17.57
|
|||||
Forfeitures | (9,700 | ) | 16.56 | ||||
Vested
|
(20,000
|
)
|
10.70
|
||||
Nonvested
shares at September 27, 2006
|
374,500
|
$
|
17.05
|
|
Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Life
|
Aggregate
Intrinsic Value
|
|||||||||
Outstanding
at September 28, 2005
|
1,386,626
|
$
|
16.02
|
||||||||||
Granted
|
401,474
|
17.65
|
|||||||||||
Exercised
|
(165,532
|
)
|
12.02
|
||||||||||
Canceled or forfeited
|
(60,766
|
)
|
18.18
|
||||||||||
Outstanding
at September 27, 2006
|
1,551,802
|
$
|
16.79
|
3.83
years
|
$
|
1,723
|
|||||||
Exercisable
at September 27, 2006
|
900,742 |
$
|
15.96 |
2.12
years
|
$
|
1,603
|
(amounts
in $000's except per share data)
|
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
For
the year ended September 27, 2006 (52 weeks) (1)
|
|
|
|
|
|
|
|
|
|
||||
Total
Revenues
|
|
$
|
138,741
|
|
$
|
197,657
|
|
$
|
150,400
|
|
$
|
152,024
|
|
Gross Profit (2) |
36,541
|
53,636
|
42,138
|
40,196
|
|||||||||
Costs
and Expenses
|
|
|
131,876
|
|
|
184,471
|
|
|
139,330
|
|
|
140,853
|
|
Earnings
Before Income Taxes
|
|
|
6,865
|
|
|
13,186
|
|
|
11,069
|
|
|
11,172
|
|
Net
Earnings
|
|
|
4,659
|
|
|
8,531
|
|
|
7,315
|
|
|
7,496
|
|
Diluted
Earnings per Common and Common Equivalent Share
|
|
$
|
.17
|
|
$
|
.30
|
|
$
|
.26
|
|
$
|
.27
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
For
the year ended September 28, 2005 (52 weeks) (1)
|
|
|
|
|
|
|
|
|
|
||||
Total
Revenues
|
|
$
|
126,527
|
|
$
|
186,823
|
|
$
|
147,854
|
|
$
|
145,708
|
|
Gross Profit (2) | 33,356 | 51,111 | 41,612 | 41,709 | |||||||||
Costs
and Expenses
|
|
|
118,783
|
|
|
173,684
|
|
|
136,046
|
|
|
133,955
|
|
Earnings
Before Income Taxes
|
|
|
7,744
|
|
|
13,139
|
|
|
11,808
|
|
|
11,753
|
|
Net
Earnings
|
|
|
5,112
|
|
|
8,683
|
|
|
7,771
|
|
|
8,656
|
|
Diluted
Earnings per Common and Common Equivalent Share
|
|
$
|
.18
|
|
$
|
.31
|
|
$
|
.29
|
|
$
|
.31
|
|
•
|
Pertain
to the maintenance of records that in reasonable detail accurately
and
fairly reflect the transactions and dispositions of assets of the
company;
|
•
|
Provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of the financial statements in accordance with accounting
principles generally accepted in the United States of America, and
that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company;
and
|
•
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company’s assets that
could have a material impact on the financial
statements.
|
•
|
Ensure
that material information relating to the company, including its
consolidated subsidiaries, is made known to management by others
within
those entities, particularly during the period which this report
is being
prepared.
|
3.01
|
Amended
and Restated Articles of Incorporation of The Steak n Shake Company,
filed
March 27, 2002. (Incorporated by reference 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 amended. (Incorporated by
reference to Exhibit 3.1 to the Registrant's Current Report on Form
8-K,
dated March 20, 2006).
|
4.01
|
Specimen
certificate representing Common Stock of The Steak n Shake Company.
(Incorporated by reference to Exhibit 4.01 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended April 11,
2001).
|
4.02
|
Amended
and Restated Note Purchase and Private Shelf Agreement by and between
The
Steak n Shake Company and The Prudential Insurance Company of America
dated as of September 20, 2002 related to the $75,000,000 senior
note
agreement and private shelf facility. (Incorporated by reference
to
Exhibit 4.02 to the Registrant's Annual Report on Form 10-K for the
year
ended September 25, 2002).
|
4.03
|
Amendment
No. 1 to Amended and Restated Note Purchase Agreement by and between
The
Steak n Shake Company and The Prudential Insurance Company of America
dated as of December 18, 2002 related to the $75,000,000 senior note
agreement and private shelf facility. (Incorporated by reference
to
Exhibit 4.03 to the Registrant's Annual Report on Form 10-K for the
year
ended September 25, 2002).
|
4.05
|
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 Annual Report on Form 10-K for the year ended September
26, 2001).
|
4.06
|
First
Amendment to Credit Agreement by and Between The Steak n Shake Company
and
Fifth Third Bank, Indiana (Central) dated October 17, 2002 relating
to a
$30,000,000 revolving line of credit. (Incorporated by reference
to
Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for
the year
ended September 25, 2002).
|
4.07
|
Second
Amendment to Credit Agreement by and Between The Steak n Shake Company
and
Fifth Third Bank, Indiana (Central) dated December 18, 2002 relating
to a
$30,000,000 revolving line of credit. (Incorporated by reference
to
Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for
the year
ended September 25, 2002).
|
4.08
|
Amendment
No. 2 dated May 21, 2003 to the Amended and Restated Note Purchase
and
Private Shelf Agreement dated September 20, 2002. (Incorporated by
reference to Exhibit 10.16 to the Registrant's Quarterly Report on
Form
10-Q for the fiscal quarter ended April 9,
2003).
|
4.09
|
Third
Amendment to Credit Agreement by and between The Steak n Shake Company
and
Fifth Third Bank, Indiana (Central) dated May 22, 2003 related to a
$30,000,000 revolving line of credit. (Incorporated by reference
to
Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q for the
fiscal quarter ended April 9,
2003).
|
4.10
|
Amendment
No. 3 dated September 17, 2003 to the Amended and Restated Note Purchase
and Private Shelf Agreement dated September 20, 2002. (Incorporated
by
reference to Exhibit 4.10 to the Registrant's Annual Report on Form
10-K
for the year ended September 29, 2004 filed on December 16,
2004).
|
4.11
|
Fourth
Amendment to Credit Agreement by and between The Stake n Shake Company
and
Fifth Third Bank, Indiana (Central) dated December 29, 2004 related
to a
$30,000,000 revolving line of credit. (Incorporated by reference
to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January
26, 2005.
|
4.12
|
Fifth
Amendment to Credit Agreement by and between The Stake n Shake Company
and
Fifth Third Bank, Indiana (Central) dated December 29, 2004 related
to a
$50,000,000 revolving
line of credit. (Incorporated by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K dated January 26,
2005.
|
4.13
|
Amendment
No. 4 to the Amended and Restated Note Purchase and Private Shelf
Agreement dated October 27, 2006. (Incorporated by reference to
Exhibits to the Registrant's Current Report on Form 8-K, dated
November 2, 2006).
|
4.14
|
Sixth
Amendment to Credit Agreement by and between The Stake n Shake Company
and
Fifth Third Bank, Indiana (Central) dated September 11, 2006.
(Incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K dated September 15,
2006.
|
10.01
*
|
Letter
from the Registrant to Alan B. Gilman dated June 27, 1992. (Incorporated
by reference to Exhibit 19.13 to the Registrant's Quarterly Report
on Form
10-Q for the fiscal quarter ended July 1,
1992.
|
10.02
*
|
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
Annual Report on Form 10-K for the year ended September 26,
2001).
|
10.03
*
|
Consolidated
Products, Inc. 1995 Employee Stock Option Plan. (Incorporated by
reference
to the Appendix to the Registrant's definitive Proxy Statement dated
|
10.04
*
|
Consolidated
Products, Inc. 1997 Employee Stock Option Plan. (Incorporated by
reference
to the Appendix to the Registrant's definitive Proxy Statement dated
|
10.05
*
|
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).
|
10.06
*
|
Form
of option agreement related to 2000 Non-employee Director Stock Option
Program and schedule relating thereto. (Incorporated by reference
to
Exhibit
10.22
to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter
ended July 5, 2000).
|
10.07
*
|
Form
of option agreement related to 2002 Non-employee Director Stock Option
Program and schedule relating thereto. (Incorporated by reference
to
Exhibit
10.22
to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter
ended December 19, 2001).
|
10.08
*
|
The
Steak n Shake Company Incentive Bonus Plan approved by the Company's
Board
of Directors on February 12, 2003. (Incorporated by reference to
Exhibit
10.15 to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 9, 2003).
|
10.09
*
|
The
Steak n Shake Company’s 2003 Director Stock Option Plan. (Incorporated by
reference to Exhibit 10.12 to the Registrant’s Annual Report
on Form
10-K for the year ended September 24,
2003).
|
10.10
*
|
Letter
from Registrant to Peter Dunn dated July 25, 2002. (Incorporated
by
reference to Exhibit 10.13 to the Registrant’s Annual Report on Form
10-K
for the year ended September 24,
2003).
|
10.11
*
|
The
Steak n Shake Company Amended and Restated 1997 Capital Appreciation
Plan.
(Incorporated by reference to the Appendix to the Registrant’s definitive
Proxy Statement dated December 19, 2003 related to the 2004 Annual
Meeting
of Shareholders).
|
10.12
*
|
The
Steak n Shake Company 2004 Director Stock Option Plan. (Incorporated
by
reference to the Appendix to the Registrant’s definitive Proxy Statement
dated December 19, 2003 related to the 2004 Annual Meeting of
Shareholders).
|
10.13
*
|
Form
of The Steak n Shake Company Capital Appreciation Agreement. (Incorporated
by reference to Exhibit 10.13 to the Registrant's Annual Report on
Form 10-K for the year ended September 29, 2004 filed on December
16,
2004).
|
10.14
*
|
Form
of The Steak n Shake Company Stock Option Agreement.(Incorporated
by
reference to Exhibit 10.14 to the Registrant's Annual Report
on Form
10-K for the year ended September 29, 2004 filed on December 16,
2004).
|
10.15*
|
Summary
Sheet of 2007 Compensation
|
10.16*
|
The
Steak n Shake Non Qualified Savings Plan (incorporated by reference
to
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for
the
fiscal quarter ended December 22,
2004.)
|
10.17
|
Multiple
Unit Franchise Agreement (incorporated by reference to Exhibit 10.1
to the
Registrant's Current Report on Form 8-K filed September 27,
2005.)
|
10.18
|
Contract
for Purchase and Sale of Real Estate (incorporated by reference to
Exhibit
10.2 to the Registrant's Current Report on Form 8-K filed
September 27, 2005).
|
10.19
|
Personal
Property Sales Agreement (incorporated by reference to Exhibit 10.3
to the
Registrant's Current Report on Form 8-K filed September 27,
2005.)
|
10.20
|
Assignment
and Assumption Agreement (incorporated by reference to Exhibit 10.4
to the
Registrant's Current Report on Form 8-K filed September
27, 2005).
|
10.21*
|
The
Steak n Shake 2005 Director Stock Option Plan (incorporated by reference
to Appendix B to 2004 Proxy Statement dated December 20, 2004 related
to the 2005 Annual Meeting of
Shareholders).
|
10.22*
|
Employment
Agreement for Wayne Kelley (incorporated by reference to Exhibit
10.1 to
the Registrant's Current Report on Form 8-K filed December
29, 2004).
|
10.23
|
Amendment
to Note Purchase and Private Shelf Agreement to extend maturity date
to
September 30, 2008 (incorporated by reference to Exhibit 10.1
to the
Registrant's Current report on Form 8-K filed November 17,
2005).
|
10.24*
|
2006 Employee Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated February 8, 2006). |
10.25*
|
2006 Incentive Bonus Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated February 8, 2006). |
10.26*
|
Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated February 8, 2006). |
10.27
|
Amendment to Employment Agreement between Wayne Kelley and Stake n Shake Operations, Inc. (incorporated herein by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated March 24, 2006). |
10.28
|
Senior Note Agreement with Prudential Insurance Company of America dated October 27, 2006. (Incorporated by reference to Exhibits to the Registrant's Current Report on Form 8-K, dated November 2, 2006). |
10.29
|
Senior Note Agreement with Pruco Life Insurance Company dated October 27, 2006. (Incorporated by reference to Exhibits to the Registrant's Current Report on Form 8-K, dated November 2, 2006). |
10.30
|
Senior Note Agreement with United Omaha Life Insurance Company dated October 27, 2006. (Incorporated by reference to Exhibits to the Registrant's Current Report on Form 8-K, dated November 2, 2006). |
13.01
|
Portions
of the Annual Report to Shareholders for the Year Ended September
29, 2004
incorporated by reference into this Form
10-K.
|
14.01
|
Code
of Business Conduct and Ethics. (Incorporated by reference to Exhibit
10.01 to the Registrant’s
Current Report on Form 8-K dated March 24,
2006).
|
21.01
|
Subsidiaries
of the Registrant.
|
23.01
|
Consent
of Independent Registered Public Accounting Firm, Deloitte & Touche
LLP.
|
31.01
|
Rule
13(a)-14(a)/15d-14(a) Certification of Chief Executive
Officer.
|
31.02
|
Rule
13(a)-14(a)/15d-14(a) Certification of Chief Financial
Officer.
|
32.01
|
Section
1350 Certifications.
|
/s/
Jeffrey A. Blade
|
Senior
Vice President and Chief Financial Officer
|
Jeffrey
A. Blade
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
/s/
Peter M. Dunn
|
Chief
Executive Officer and Director
|
Peter
M. Dunn
|
(Principal
Executive Officer)
|
|
|
/s/
Alan B. Gilman
|
Chairman
and Director
|
Alan
B. Gilman
|
|
|
|
/s/
Wayne L. Kelley
|
Director
|
Wayne
L. Kelley
|
|
|
|
/s/
Charles E. Lanham
|
Director
|
Charles
E. Lanham
|
|
|
|
/s/
Dr. Ruth J. Person
|
Director
|
Dr.
Ruth J. Person
|
|
|
|
/s/
J. Fred Risk
|
Director
|
J.
Fred Risk
|
|
|
|
/s/
Dr. John W. Ryan
|
Director
|
Dr.
John W. Ryan
|
|
|
|
/s/
Stephen M. Schmidt
|
Director
|
Stephen
M. Schmidt
|
|
|
|
/s/
Edward W. Wilhelm
|
Director
|
Edward
W. Wilhelm
|
|
|
|
/s/
James Williamson, Jr.
|
Director
|
James
Williamson, Jr.
|
|
|
|
Number
|
|
Description
|
(3)
|
3.01
|
Amended
and Restated Articles of Incorporation of The Steak n Shake Company,
filed
March 27, 2002. (Incorporated by reference 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 amended. (Incorporated
by
reference to Exhibit 3.1 to the Registrant's Current Report on
Form 8-K,
dated March 20, 2006).
|
(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 Quarterly Report on Form 10-Q
for the
fiscal quarter ended April 11,
2001).
|
|
4.02
|
Amended
and Restated Note Purchase and Private Shelf Agreement by and between
The
Steak n Shake Company and The Prudential Insurance
Company of America dated as of September 20, 2002 related to $75,000,000
senior note agreement and private shelf facility. (Incorporated by
reference to Exhibit 4.02 to the Registrant's Annual Report on Form
10-K
for the year ended September 25,
2002).
|
|
4.03
|
Amendment
No. 1 to Amended and Restated Note Purchase Agreement by and between
The
Steak n Shake Company and The Prudential Insurance
Company of America dated as of December 18, 2002 related to the
$75,000,000 senior note agreement and private shelf
facility. (Incorporated by reference to Exhibit 4.03 to the
Registrant's Annual Report on Form 10-K for the year ended September
25,
2002).
|
|
4.05
|
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 Annual Report on Form 10-K for
the
year ended
September 26, 2001).
|
|
4.06
|
First
Amendment to Credit Agreement by and between The Steak n Shake Company
and
Fifth Third Bank, Indiana (Central) dated October 17,
2002, relating to a $30,000,000 revolving line of credit.
(Incorporated by reference to Exhibit 10.15 to the Registrant's Annual
Report on Form 10-K for the year ended September 25,
2002).
|
|
4.07
|
Second
Amendment to Credit Agreement by and between The Steak n Shake Company
and
Fifth Third Bank, Indiana (Central) dated December 18,
2002, relating
to a $30,000,000 revolving line of credit. (Incorporated by reference
to
Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for
the
year ended September 25,
2002).
|
|
4.08
|
Amendment
No. 2 dated May 21, 2003 to the Amended and Restated Note Purchase
and
Private Shelf Agreement dated September 20, 2002. (Incorporated
by reference to Exhibit 10.16 to the Registrant's Quarterly Report
on Form
10-Q for the fiscal quarter ended April 9,
2003).
|
|
4.09
|
Third
Amendment to Credit Agreement by and between The Steak n Shake Company
and
Fifth Third Bank, Indiana (Central) dated May 22, 2003
related to a $30,000,000 revolving line of credit. (Incorporated
by
reference to Exhibit 10.17 to the Registrant's Quarterly Report on
Form
10-Q for the fiscal quarter ended April 9,
2003).
|
|
4.10
|
Amendment
No. 3 dated September 17, 2003 to the Amended and Restated Note Purchase
and Private Shelf Agreement dated September 20, 2002.
(Incorporated by reference to Exhibit 4.10 to the Registrant's Annual
Report on Form 10-K for the year ended September 29, 2004 filed on
December 16, 2004).
|
|
4.11
|
Fourth
Amendment to Credit Agreement by and between The Stake n Shake Company
and
Fifth Third Bank, Indiana (Central) dated December 29, 2004 related
to a $30,000,000
revolving line of credit. (Incorporated by reference to Exhibit 10.1
to
the Registrant’s Current Report on Form 8-K dated January 26,
2005.
|
|
4.12
|
Fifth
Amendment to Credit Agreement by and between The Stake n Shake Company
and
Fifth Third Bank, Indiana (Central) dated January 30, 2005 related
to an increase in the Company’s revolving line of credit from $30,000,000
to $50,000,000. (Incorporated by reference to Exhibit 10.2 to
the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter
ended April 13, 2005.)
|
4.13
|
Amendment
No. 4 to the Amended and Restated Note Purchase and Private Shelf
Agreement dated October 27, 2006. (Incorporated by reference to Exhibits
to the Registrant's Current Report on Form 8-K dated November 2,
2006).
|
4.14
|
Sixth
Amendment to Credit Agreement by and between The Stake n Shake Company
and
Fifth Third Bank, Indiana (Central) dated September 11, 2006.
(Incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K dated September 15,
2006.
|
(9)
|
|
No
exhibit.
|
(10)
|
10.01*
|
Letter
from the Registrant to Alan B. Gilman dated June 27, 1992. (Incorporated
by reference to Exhibit 19.13 to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended July 1,
1992).
|
|
10.02*
|
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 Annual Report on Form 10-K for the year ended September
26, 2001).
|
|
10.03*
|
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).
|
|
10.04*
|
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).
|
|
10.05*
|
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).
|
|
10.06*
|
Form
of option agreement related to 2000 Non-employee Director Stock Option
Program and schedule relating thereto. (Incorporated
by reference to Exhibit 10.22 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 5,
2000).
|
|
10.07*
|
From
of option agreement related to 2002 Non-employee Director Stock Option
Program and schedule relating thereto. Incorporated by reference to
Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q for
the
fiscal quarter ended December 19,
2001).
|
|
10.08*
|
The
Steak n Shake Company Incentive Plan approved by the Company's Board
of
Directors on February 12, 2003. (Incorporated by reference to Exhibit
10.15 to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 9, 2003).
|
|
10.09*
|
The
Steak n Shake Company’s 2003 Director Stock Option Plan. (Incorporated by
reference to Exhibit 10.12 to the Registrant’s Annual Report on
Form
10-K for the year ended September 24,
2003).
|
|
10.10*
|
Letter
from Registrant to Peter Dunn dated July 25, 2002. (Incorporated
by
reference to Exhibit 10.13 to the Registrant’s Annual Report on Form
10-K
for the year ended September 24,
2003).
|
|
10.11*
|
The
Steak n Shake Company Amended and Restated 1997 Capital Appreciation
Plan.
(Incorporated by reference to the Appendix to the Registrant’s
definitive Proxy Statement dated December 19, 2003 related to the
2004
Annual Meeting of Shareholders).
|
|
10.12*
|
The
Steak n Shake Company 2004 Director Stock Option Plan. (Incorporated
by
reference to the Appendix to the Registrant’s definitive Proxy
Statement dated December 19, 2003 related to the 2004 Annual Meeting
of
Shareholders).
|
|
10.13*
|
Form
of The Steak n Shake Company Capital Appreciation Agreement. (Incorporated
by reference to Exhibit 10.13 to the Registrant's Annual Report
on Form 10-K for the year ended September 29, 2004 filed on December
16,
2004).
|
|
10.14*
|
Form
of The Steak n Shake Company Stock Option Agreement. (Incorporated
by
reference to Exhibit 10.14 to the Registrant's Annual Report
on Form 10-K for the year ended September 29, 2004 filed on December
16,
2004).
|
|
10.15*
|
Summary
Sheet of 2005 Compensation
|
|
10.16*
|
The
Steak n Shake Non Qualified Savings Plan (incorporated by reference
to
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for
the
fiscal quarter ended December 22,
2004.)
|
|
10.17
|
Multiple
Unit Franchise Agreement (incorporated by reference to Exhibit 10.1
to the
Registrant's Current Report on Form 8-K filed September 27,
2005.)
|
|
10.18
|
Contract
for Purchase and Sale of Real Estate (incorporated by reference to
Exhibit
10.2 to the Registrant's Current Report on Form 8-K filed
September 27, 2005).
|
|
10.19
|
Personal
Property Sales Agreement (incorporated by reference to Exhibit 10.3
to the
Registrant's Current Report on Form 8-K filed September 27,
2005.)
|
|
10.20
|
Assignment
and Assumption Agreement (incorporated by reference to Exhibit 10.4
to the
Registrant's Current Report on Form 8-K filed September
27, 2005).
|
|
10.21*
|
The
Steak n Shake 2005 Director Stock Option Plan (incorporated by reference
to Appendix B to 2004 Proxy Statement dated December 20, 2004
related to the 2005 Annual Meeting of
Shareholders).
|
|
10.22*
|
Employment
Agreement for Wayne Kelley (incorporated by reference to Exhibit
10.1 to
the Registrant's Current Report on Form 8-K filed December
29, 2004).
|
|
10.23
|
Amendment
to Note Purchase and Private Shelf Agreement to extend maturity date
to
September 30, 2008 (incorporated by reference to Exhibit 10.1
to the
Registrant's Current report on Form 8-K filed November 17,
2005).
|
10.24*
|
2006 Employee Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated February 8, 2006). |
10.25*
|
2006 Incentive Bonus Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated February 8, 2006). |
10.26*
|
Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrants's Current Report on Form 8-k dated February 8, 2006). |
10.27*
|
Amendment to Employment Agreement between Wayne Kelley and Steak n Shake Operations, Inc. (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report dated March 24, 2006). |
(11)
|
|
No
exhibit.
|
(12)
|
|
No
exhibit.
|
(13)
|
13.01
|
Portions
of the Annual Report to Shareholders for the Year Ended September
28, 2005
incorporated by reference into this Form
10-K.
|
(14)
|
14.01
|
Code
of Business Conduct and Ethics. (Incorporated by reference to Exhibit
10.01 to the Registrant’s
Current Report on Form 8-K dated March 24,
2006).
|
(18)
|
|
No
exhibit.
|
(21)
|
21.01
|
Subsidiaries
of the Registrant.
|
(22)
|
|
No
exhibit.
|
(23)
|
23.01
|
Consent
of Independent Registered Public Accounting Firm, Deloitte & Touche
LLP.
|
(24)
|
|
No
exhibit.
|
(27)
|
|
No
exhibit.
|
(31)
|
31.01
|
Rule
13(a)-14(a)/15d-14(a) Certification of Chief Executive
Officer.
|
(32)
|
32.01
|
Section
1350 Certifications.
|
|
32.02
|
Rule
13(a)-14(a)/15d-14(a) Certification of Chief Financial
Officer.
|