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): June 14, 2004 	 QUALITY DINING, INC. - --------------------------------------------------------- (Exact name of registrant as specified in its charter) Indiana 000-23420 35-1804902 - --------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 4220 Edison Lakes Parkway 	 Mishawaka, Indiana 46545 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (574) 271-4600 	 Not Applicable - ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 12.	Results of Operations and Financial Condition On June 14, 2004 the Registrant issued a press release that announced its second quarter results for fiscal 2004. 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: June 14, 2004 QUALITY DINING, INC. /s/ John C. Firth - ----------------------------- John C. Firth Executive Vice President and General Counsel Index of Exhibits Exhibit No. Description - ----------- ------------------------- 99 Press release issued June 14, 2004 Exhibit 99 - ------------------ FOR IMMEDIATE RELEASE	 Contact: John C. Firth Executive Vice President and General Counsel (574) 243-6616 MISHAWAKA, Ind. (June 14, 2004) - Quality Dining, Inc. (NASDAQ/NM:QDIN) today announced total revenues of $52.2 million for the second quarter of fiscal 2004 versus $49.7 million during the same period in fiscal 2003. For the 28 weeks ended May 9, 2004, the Company reported total revenues of $116.3 million versus $114.8 million in the comparable period during fiscal 2003. The Company reported net income of $254,000, or $0.02 per diluted share, for the second quarter of fiscal 2004 compared to a net loss of $280,000, or $0.02 per diluted share, for the same period in fiscal 2003. For the first 28 weeks of fiscal 2004, the Company reported net income of $532,000, or $0.04 per diluted share, compared to a net loss of $101,000, or $0.01 per diluted share, for the comparable period in fiscal 2003. 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 June 14, 2004, the Company operates 118 Burger King restaurants, 38 Chili's Grill & Bar restaurants, 8 Grady's American Grill restaurants, 6 Papa Vino's Italian Kitchen restaurants, 3 Spageddies Italian Kitchen restaurants and one Porterhouse restaurant. 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. Unaudited Financial Highlights (In thousands, except per share amounts) 12 Weeks 12 Weeks 28 Weeks 28 Weeks Ended Ended Ended Ended May 9, May 11, May 9, May 11, 2004 2003 2004 2003 Revenues: ------- ------- ------- ------- Burger King $ 26,578 $ 25,452 $ 58,885 $ 59,393 Chili's Grill & Bar 20,346 18,616 45,153 42,132 Italian Dining Division 3,865 4,163 8,892 9,808 Grady's American Grill 1,437 1,459 3,360 3,501 ------- ------- ------- ------- Total revenues 52,226 49,690 116,290 114,834 ------- ------- ------- ------- Operating Expenses: Restaurant Operating Expenses: Food and beverage 14,270 13,450 31,856 30,850 Payroll and benefits 15,114 14,293 33,894 33,630 Depreciation and amortization 2,101 2,288 4,968 5,362 Other operating expenses 13,605 12,685 30,421 30,077 ------- ------- ------- ------- Total restaurant operating expenses 45,090 42,716 101,139 99,919 ------- ------- ------- ------- Income from restaurant operations 7,136 6,974 15,151 14,915 General and administrative 3,663 4,041 8,678 8,980 Trademark amortization 37 87 119 203 ------- ------- ------- ------- Operating income 3,436 2,846 6,354 5,732 ------- ------- ------- ------- Other income (expense): Reocvery of note receivable - 3,459 - 3,459 Interest expense (1,464) (1,690) (3,523) (3,994) Loss on sale of property and equipment (28) (1) (75) (10) Minority interest in earnings (573) (587) (1,054) (1,370) Other income, net 70 257 154 750 ------- ------- ------- ------- Total other income, net (1,995) 1,438 (4,498) (1,165) ------- ------- ------- ------- Income from continuing operations before income taxes 1,441 4,284 1,856 4,567 Income tax provision 287 256 559 597 ------- ------- ------- ------- Income from continuing operations 1,154 4,028 1,297 3,970 Loss from discontinued operations, net of tax (900) (4,308) (765) (4,071) ------- ------- ------- ------- Net income (loss) $ 254 $ (280) $ 532 $ (101) ------- ------- ------- ------- Basic net income (loss) per share: Continuing operations 0.10 0.36 0.11 0.35 Discontinued operations (0.08) (0.38) (.07) (0.36) ------- ------- ------- ------- Basic net income (loss) per share $ 0.02 $ (0.02) $ 0.04 $ (0.01) ------- ------- ------- ------- Diluted net income (loss) per share: Continuing operations 0.10 0.36 0.11 0.35 Discontinued operations (0.08) (0.38) (0.07) (0.36) ------- ------- ------- ------- Diluted net income (loss) per share $ 0.02 $ (0.02) $ 0.04 $ (0.01) ------- ------- ------- ------- Weighted average shares: Basic 11,311 11,311 11,311 11,311 Diluted 11,337 11,311 11,341 11,311