SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 17, 2003
QUALITY DINING, INC.
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(Exact name of registrant as specified in its charter)
Indiana 000-23420 35-1804902
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (574) 271-4600
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 12. Results of Operations and Financial Condition
On September 17, 2003 the Registrant issued a press release that announced
its third quarter results for 2003. A copy of the press release is
attached hereto as Exhibit 99 and is furnished pursuant to Item 12.
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 hereunto duly authorized.
Dated: September 17, 2003
QUALITY DINING, INC.
/S/ John C. Firth
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John C. Firth
Executive Vice President and
General Counsel
Index of Exhibits
Exhibit No. Description
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99 Press release issued September 17, 2003.
Exhibit 99
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FOR IMMEDIATE RELEASE
Contact:John C. Firth
Executive Vice President
and General Counsel
(574) 243-6616
QUALITY DINING REPORTS THIRD QUARTER RESULTS
MISHAWAKA, Ind. (September 17, 2003) - Quality Dining, Inc. (NASDAQ/NM:QDIN)
today announced total revenues of $54.8 million for the third quarter of
fiscal 2003 versus $58.6 million during the same period in fiscal 2002.
For the 40 weeks ended August 3, 2003, the Company reported total revenues
of $177.2 million versus $199.1 million in the comparable period during
fiscal 2002.
The Company reported a net loss of $133,000, or $0.01 per diluted share,
for the third quarter of fiscal 2003, compared to net income of $1.7 million,
or $0.15 per diluted share, for the same period in fiscal 2002. The results
for the third quarter include a non-cash charge of $1,294,000 related to the
purchase of company stock by Quality Dining's Chairman and Chief Executive
Officer during the period. Excluding this non-cash charge of $1,294,000,
the Company's net income would have been $1,161,000, or $0.10 per diluted
share, for the third quarter of fiscal 2003, compared to net income of $1.7
million, or $0.15 per diluted share, for the same period in fiscal 2002.
For the first 40 weeks of fiscal 2003, the Company reported a net loss of
$233,000, or $0.02 per diluted share, compared to a net income of $3.9
million, or $0.34 per diluted share, for the comparable period in
fiscal 2002.
As previously announced, during the third quarter, Daniel B. Fitzpatrick,
the Company's Chairman, President and Chief Executive Officer, purchased
1,148,014 shares of the Company's stock from NBO, LLC for approximately
$4,100,000. The purchase price paid by Mr. Fitzpatrick represented a
$1,294,000 premium to the market price of the stock. Accordingly, although
the Company did not participate in the stock purchase, it did record a
one-time, non-cash charge in the amount of $1,294,000 and the Company
also recorded a corresponding increase of $1,294,000 in additional paid
in capital.
Use of Non-GAAP Financial Measures
Net income before stock purchase expense is not a measure of financial
performance under generally accepted accounting practices (GAAP) and should
not be considered a substitute for or superior to GAAP. Management believes
this measure presents the Company's results on a more comparable operational
basis by excluding the stock purchase expense which is a non-cash non-
recurring expense not related to the operations of the Company. In
addition, the Company believes that income before stock purchase expense
would be a measure of performance useful to investors to make informed
investment decisions. A reconciliation of net income before stock purchase
expense and GAAP is set forth in the condensed consolidated
statement of operations included in this press release.
Quality Dining owns the Grady's American Grill(R), Papa Vino's Italian
Kitchen(TM) and Spageddies Italian Kitchen(TM) concepts and operates
Burger King(R) restaurants and Chili's Grill & Bar(R) restaurants as
a franchisee. As of September 17, 2003, the Company operates 118 Burger
King restaurants, 37 Chili's Grill & Bar restaurants, 12 Grady's
American Grill restaurants, six Papa Vino's Italian Kitchen(TM)
restaurants and three Spageddies Italian Kitchen restaurants.
This press release contains and incorporates forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, including
statements about the Company's development plans and trends in the Company's
operations and financial results. Forward-looking statements can be
identified by the use of words such as 'anticipates," "believes," "plans,"
"estimates," "expects," "intends," "may," and other similar expressions.
Forward-looking statements are made based upon management's current
expectations and beliefs concerning future developments and their potential
effects on the Company. There can be no assurance that the Company will
actually achieve the plans, intentions and expectations discussed in these
forward-looking statements. Actual results may differ materially.
Among the risks and uncertainties that could cause actual results to differ
materially are the following: the availability and cost of suitable
locations for new restaurants; the availability and cost of capital to
the Company; the ability of the Company to develop and operate its
restaurants; the ability of the Company to sustain sales and margins
in the increasingly competitive environment; the hiring,
training and retention of skilled corporate and restaurant management and
other restaurant personnel; the integration and assimilation of acquired
concepts; the overall success of the Company's franchisors; the ability to
obtain the necessary government approvals and third-party consents; changes
in governmental regulations, including increases in the minimum wage; the
results of pending litigation; and weather and other acts of God. The
Company undertakes no obligation to update or revise any forward-looking
information, whether as a result of new information, future developments
or otherwise. Quality Dining is not responsible for changes made to this
document by wire services or Internet services.
QUALITY DINING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Twelve Weeks Ended Forty Weeks Ended
August 3, August 4, August 3, August 4,
2003 2002 2003 2002
Revenues: ------- ------- ------- -------
Burger King $ 27,851 $ 30,327 $ 87,244 $ 95,404
Chili's Grill & Bar 19,028 17,527 61,160 57,776
Grady's American Grill 4,069 7,113 15,162 33,060
Italian Dining Division 3,864 3,676 13,672 12,813
------- ------- ------- -------
Total revenues 54,812 58,643 177,238 199,053
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Operating expenses:
Restaurant operating expenses:
Food and beverage 14,807 16,103 48,172 55,791
Payroll and benefits 16,092 16,962 52,218 58,630
Depreciation and amortization 2,274 2,414 7,850 8,062
Other operating expenses 15,066 15,089 48,361 51,353
------- ------- ------- -------
Total restaurant operating expenses 48,239 50,068 156,601 173,836
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Income from restaurant operations 6,573 8,075 20,637 25,217
General and administrative 3,837 4,531 12,774 14,796
Impairment of assets and
facility closing costs - (211) 4,411 (7)
Amortization of intangibles 100 98 302 326
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Operating income 2,636 3,657 3,150 10,102
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Other income (expense):
Recovery of note receivable - - 3,459 -
Stock purchase expense (1,294) - (1,294) -
Interest expense (1,641) (1,881) (5,847) (6,596)
Gain (loss) on sale of property
and equipment (24) 269 (28) 439
Other income (expense), net 123 (62) 832 665
------- ------- ------- -------
Total other income (expense), net (2,836) (1,674) (2,878) (5,492)
------- ------- ------- -------
Income (loss) before income taxes
and discontinued operations (200) 1,983 272 4,610
Income tax provision 187 318 800 1,061
------- ------- ------- -------
Income (loss) from continuing
operations (387) 1,665 (528) 3,549
Income from discontinued
operations 254 53 295 334
------- ------- ------- -------
Net income (loss) $ (133) $ 1,718 $ (233) $ 3,883
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Basic net income (loss) per share $(0.01) $ 0.15 $(0.02) $ 0.35
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Diluted net income (loss) per share $(0.01) $ 0.15 $(0.02) $ 0.34
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Weighted average shares outstanding:
Basic 11,311 11,270 11,311 11,227
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Diluted 11,311 11,617 11,311 11,476
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Reconciliation of Net income (loss) to Net income before stock
purchase expense
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Twelve Weeks Ended Forty Weeks Ended
August 3, August 4, August 3, August 4,
2003 2002 2003 2002
------- ------- ------- -------
Income (loss) before income
taxes and discontinued
operations $ (200) $ 1,983 $ 272 $ 4,610
Stock purchase expense 1,294 - 1,294 -
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Income before income taxes,
discontinued operations
and stock purchase expense 1,094 1,983 1,566 4,610
Income tax provision 187 318 800 1,061
Income from continuing operations ------- ------- ------- -------
before stock purchase expense 907 1,665 766 3,549
Income from discontinued operations 254 53 295 334
Net income before stock purchase ------- ------- ------- -------
expense $ 1,161 $ 1,718 $ 1,061 $ 3,883
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Diluted net income per share
before stock purchase expense. $ 0.10 $ 0.15 $ 0.09 $ 0.34
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Weighted average shares:
Diluted 11,321 11,617 11,325 11,476
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