UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2004 -------------- THE STEAK n SHAKE COMPANY ------------------------- (Exact name of registrant as specified in its charter) Indiana 000-08445 37-0684070 ------------------------ ---------------------- (State or other jurisdiction (IRS Employer of incorporation) (Commission File Number) Identification Number) 36 S. Pennsylvania St., Suite 500 Indianapolis, Indiana. . . . . . . . . . 46204 ---------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 633-4100 --------------- ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 28, 2004, The Steak n Shake Company (the "Registrant" or "Company") issued a Press Release announcing its fiscal year 2004 third quarter results. The information in the Press Release is attached hereto as Exhibit 99.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE STEAK N SHAKE COMPANY By: /s/ Jeffrey A. Blade ----------------------- Jeffrey A. Blade, Senior Vice President and Chief Financial Officer Dated: July 28, 2004 Exhibit Index Number assigned in Regulation S-K Item Description of Exhibits ---- ------------------------- (X) 99.1 Press Release dated July 28, 2004, announcing fiscal year 2004 third quarter results. Exhibit 99.1 THE STEAK N SHAKE COMPANY REPORTS FISCAL THIRD QUARTER 2004 RESULTS SAME STORE SALES INCREASE 6.3%, NET EARNINGS INCREASE 4.6% INDIANAPOLIS, July 28, 2004 /PRNewswire -- The Steak n Shake Company (NYSE:SNS) today announced its revenues and earnings for the fiscal third quarter ended June 30, 2004. Highlights of the third quarter include: --------------------------------------------- - Total revenues increased 7.7% to $130.6 million versus $121.3 million - Same store sales for Company-owned restaurants increased 6.3% - Net earnings increased 4.6% to $7.4 million from $7.1 million last year - Diluted earnings per share were $0.27 compared to $0.26 Net sales for the fiscal third quarter grew 7.6% to $129.6 million versus $120.3 million in the same quarter last year, while same-store sales increased 6.3% from the same period a year ago. Net earnings for the fiscal third quarter 2004 were $7.4 million, or $0.27 per diluted share compared to $7.1 million, or $0.26 per diluted share in the prior year period. The Company continues to focus on five key fundamentals which are linked in a Virtuous Cycle. These include: developing effective field leaders, improving associate satisfaction and training, growing guest counts, improving margins, and expanding the brand. Peter Dunn, President and Chief Executive Officer commented, "We are encouraged by consumer acceptance of our new Side by Side milk shakes, which helped contribute to our sixth consecutive quarter of positive same store sales. This trend is notable considering the strong comparison to third quarter results from the prior year. We invested in training and staffing to launch this new product successfully and this is already paying dividends in strong sales momentum." Mr. Dunn continued, "In the third quarter we continued to face significant increases in food commodity costs, primarily beef and dairy, that resulted in a higher cost of sales. These costs were partially offset by strong expense control." For the first three quarters of fiscal year 2004, total revenues increased 9.6% to $408.9 million compared to $373.0 million in the prior year, driven by a same store sales increase for Company-owned units of 8.7%. Diluted earnings per share for the first three quarters of the year rose 12.5% to $0.72 versus $0.64 in the prior year. As of June 30, 2004, there were 416 Steak n Shake restaurants operating in 18 states, including 357 Company-owned restaurants and 59 franchised units. During the quarter, the Company opened one new restaurant in the St. Louis, Missouri market. Subsequent to June 30, 2004, the Company has opened three new restaurants in Peoria, Illinois, Dallas, Texas, and St. Louis, Missouri. During the current fiscal year, the Company has opened thirteen new restaurants, including two franchised units, consistent with previous guidance of opening 15-20 new stores in fiscal 2004, including franchised locations. Based on results through the first three quarters of fiscal 2004, the Company is reaffirming its guidance for the full year of diluted earnings per share in the range of $1.00 to $1.04. This guidance is predicated on commodity costs remaining stable at current price levels and continued same store sales momentum. Investor Conference Call and Webcast The Steak n Shake Company will broadcast its investor conference call live over the Internet at 5:00 p.m. Eastern Time, 4:00 p.m. Central Time today, Wednesday, July 28, 2004. Hosting the call will be Peter Dunn, President and Chief Executive Officer, and Jeffrey A. Blade, Senior Vice President and Chief Financial Officer. Interested investors and other parties may listen to a simultaneous webcast of the conference call by logging onto the Company's website at www.steaknshake.com or by dialing 1-877-297-4509. About Steak n Shake Steak n Shake is a full service, casual dining restaurant serving a core menu of its famous Steakburger sandwiches, thin 'n crispy french fries, old fashioned hand-dipped milk shakes, chili, home style soups, fresh salads, a variety of desserts and breakfast. All of the food is prepared to the guest's order and served by friendly, well-trained associates. Steak n Shake restaurants feature full-service dining areas, counter service and drive-thru windows and are open 24 hours a day, seven days a week. This press release contains various forward-looking statements that reflect management's expectations or beliefs regarding future events. Investors are cautioned that reliance on these forward-looking statements involves risks and uncertainties. Although the Company believes that the assumptions used in the forward-looking statements are reasonable, any of these assumptions could prove to be inaccurate and, as a result, the outcome of the forward-looking statements could differ materially. A list of the factors that could cause actual results to differ materially from those expressed in the forward-looking statements are contained in the Company's filings with the Securities and Exchange Commission, such as its annual and quarterly reports. Contact: Jeffrey A. Blade Jeff.blade@steaknshake.com -------------------------- www.steaknshake.com ------------------- (317) 633-4100 THE STEAK N SHAKE COMPANY CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS TWELVE FORTY WEEKS ENDED WEEKS ENDED ------------- ------------- 6/30/2004 7/2/2003 6/30/2004 7/2/2003 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ---------------------------------------------- ------------- ------------- ------------- ------------ REVENUES Net sales. . . . . . . . . . . . . . . . . $129,554,552 $120,348,440 $405,554,148 $370,168,267 Franchise fees . . . . . . . . . . . . . . 1,072,392 920,086 3,335,778 2,827,188 ------------- ------------- ------------- ------------- 130,626,944 121,268,526 408,889,926 372,995,455 ------------- ------------- ------------- ------------- COSTS AND EXPENSES Cost of sales. . . . . . . . . . . . . . . 31,078,420 27,535,883 95,022,327 84,116,836 Restaurant operating costs . . . . . . . . 63,097,306 58,454,340 199,530,025 183,472,715 General and administrative . . . . . . . . 9,401,563 9,250,148 32,022,576 29,280,217 Depreciation and amortization. . . . . . . 5,686,004 5,689,377 18,632,401 18,370,086 Marketing. . . . . . . . . . . . . . . . . 5,365,982 4,270,375 16,766,903 14,135,871 Interest . . . . . . . . . . . . . . . . . 2,942,780 3,127,195 9,925,948 10,351,655 Rent . . . . . . . . . . . . . . . . . . . 2,152,591 1,936,308 6,686,627 6,307,498 Provision for store closings . . . . . . . (394,369) 0 (394,369) 0 Pre-opening costs. . . . . . . . . . . . . 345,035 375,196 1,323,956 1,462,376 Other income, net. . . . . . . . . . . . . (390,687) (429,662) (1,415,508) (1,505,893) ------------- ------------- ------------- ------------- 119,284,625 110,209,160 378,100,886 345,991,361 ------------- ------------- ------------- ------------- EARNINGS BEFORE INCOME TAXES . . . . . . . . . 11,342,319 11,059,366 30,789,040 27,004,094 INCOME TAXES . . . . . . . . . . . . . . . . . 3,925,000 3,970,000 10,775,000 9,674,000 ------------- ------------- ------------- ------------- NET EARNINGS . . . . . . . . . . . . . . . . . $ 7,417,319 $ 7,089,366 $ 20,014,040 $ 17,330,094 ============= ============= ============= ============= NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE: Basic. . . . . . . . . . . . . . . . . . . $ 0.27 $ 0.26 $ 0.73 $ 0.64 Diluted. . . . . . . . . . . . . . . . . . $ 0.27 $ 0.26 $ 0.72 $ 0.64 WEIGHTED AVERAGE SHARES AND EQUIVALENTS: Basic. . . . . . . . . . . . . . . . . . . 27,462,379 27,030,336 27,356,558 26,997,199 Diluted. . . . . . . . . . . . . . . . . . 27,778,480 27,178,997 27,704,779 27,059,148 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 6/30/2004 (UNAUDITED) 9/24/2003 -------------------------------------------------------- ------------ ------------ ASSETS Current assets . . . . . . . . . . . . . . . . . . . $ 60,889,752 $ 39,255,997 Property and equipment - net . . . . . . . . . . . . 368,716,677 360,878,710 Leased property - net . . . . . . . . . . . . . . . 3,690,258 3,721,063 Other assets . . . . . . . . . . . . . . . . . . . . 4,910,103 10,779,813 ------------ ------------ Total assets . . . . . . . . . . . . . . . . . . . . $438,206,790 $414,635,583 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities. . . . . . . . . . . . . . . . . $ 65,835,849 $ 61,795,680 Deferred income taxes and credits. . . . . . . . . . 2,721,135 2,897,887 Obligations under capital leases . . . . . . . . . . 143,025,993 145,124,559 Senior note. . . . . . . . . . . . . . . . . . . . . 15,203,175 16,203,175 Shareholders' equity . . . . . . . . . . . . . . . . 211,420,638 188,614,282 ------------ ------------ Total liabilities and shareholders' equity . . . . . $438,206,790 $414,635,583 ============ ============