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 15, 2004
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 15, 2004 the Registrant issued a press release that announced
its third 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: September 15, 2004
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 15, 2004
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 15, 2004) - Quality Dining, Inc.
(NASDAQ/NM:QDIN) today announced total revenues of $56.9 million
for the third quarter of fiscal 2004 versus $52.0 million during
the same period in fiscal 2003. For the 40 weeks ended August 1,
2004, the Company reported total revenues of $173.2 million
versus $166.9 million in the comparable period during fiscal
2003.
The Company reported net income of $1,236,000, or $0.12 per
diluted share, for the third quarter of fiscal 2004 compared to a
net loss of $133,000, or $0.01 per diluted share, for the same
period in fiscal 2003. For the first 40 weeks of fiscal 2004,
the Company reported net income of $1,769,000, or $0.17 per
diluted share, compared to a net loss of $233,000, or $0.02 per
diluted share, for the comparable period in fiscal 2003.
The Company also reported that it has concluded that there was an
error in the calculation of the weighted average shares
outstanding in the Company's financial statements for the sixteen
weeks ended February 15, 2004 included in the Company's Form 10-Q
for the quarterly period ended February 15, 2004, and the
Company's financial statements for the twelve and twenty-eight
weeks ended May 9, 2004 included in the Company's Form 10-Q for
the quarterly period ended May 9, 2004. The error in the
calculation of weighted average shares outstanding had no impact
on the Company's previously reported financial position or
results of operations including net income but did affect the
calculation of basic and diluted net income (loss) per share for
each reporting period.
Specifically, the shares of the Company's common stock
held by an affiliated real estate entity should have been
excluded from the calculation of weighted average shares
outstanding in the Company's financial statements for the sixteen
weeks ended February 15, 2004 and the twelve and the twenty-eight
weeks ended May 9, 2004. The affiliated real estate entity
leases certain Burger King restaurants to the Company and is
owned by the Company's Chairman and Chief Executive Officer.
Beginning October 27, 2003, the Company has consolidated the
affiliated real estate entity pursuant to the guidance in FASB
Interpretation No. 46, "Consolidation of Variable Interest
Entities", as amended (FIN 46R). The Company appropriately
reflected the common stock held by the affiliated real estate
entity as treasury stock on its consolidated balance sheets at
February 15, 2004 and May 9, 2004.
Accordingly, the Company will adjust the previously reported
weighted average shares outstanding and resultant net income
(loss) per share data in its financial statements for the sixteen
weeks ended February 15, 2004 and the twelve and twenty-eight
weeks ended May 9, 2004, to reflect the proper weighted average
shares outstanding and the proper basic and diluted net income
(loss) per share. This adjustment will have the following
effect:
Sixteen Weeks Ended February 15, 2004
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As Restated As Previously
Reported
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Basic net income per share:
Continuing operations $ 0.01 $ 0.00
Discontinued operations 0.02 0.02
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Basic net income per share $ 0.03 $ 0.02
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Diluted net income per share:
Continuing operations $ 0.01 $ 0.00
Discontinued operations 0.02 0.02
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Diluted net income per share $ 0.03 $ 0.02
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Weighted average shares outstanding:
Basic 10,163,000 11,311,000
Diluted 10,195,000 11,343,000
Twelve Weeks Ended May 9, 2004
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As Restated As Previously
Reported
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Basic net income (loss) per share:
Continuing operations $ 0.11 $ 0.10
Discontinued operations (0.09) (0.08)
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Basic net income (loss) per share $ 0.02 $ 0.02
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Diluted net income (loss) per share:
Continuing operations $0.11 $ 0.10
Discontinued operations (0.09) (0.08)
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Diluted net income (loss) per share $ 0.02 $ 0.02
======= =======
Weighted average shares outstanding:
Basic 10,163,000 11,311,000
Diluted 10,189,000 11,337,000
Twenty-Eight Weeks Ended May 9, 2004
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As Restated As Previously
Reported
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Basic net income (loss) per share:
Continuing operations $ 0.13 $ 0.11
Discontinued operations (0.08) (0.07)
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Basic net income (loss) per share $ 0.05 $ 0.04
======= =======
Diluted net income (loss) per share:
Continuing operations $ 0.13 $ 0.11
Discontinued operations (0.08) (0.07)
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Diluted net income (loss) per share $ 0.05 $ 0.04
======= =======
Weighted average shares outstanding:
Basic 10,163,000 11,311,000
Diluted 10,193,000 11,341,000
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 15, 2004,
the Company operates 124 Burger King restaurants, 39 Chili's Grill
& Bar restaurants, six Grady's American Grill restaurants, six Papa
Vino's Italian Kitchen (TM) restaurants, three 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 40 Weeks 40 Weeks
Ended Ended Ended Ended
August 1, August 3, August 1, August 3,
2004 2003 2004 2003
Revenues: ------- ------- ------- -------
Burger King $ 31,561 $ 27,851 $ 90,446 $ 87,244
Chili's Grill & Bar 20,634 19,028 65,787 61,160
Italian Dining Division 3,581 3,864 12,473 13,671
Grady's American Grill 1,163 1,288 4,523 4,789
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Total revenues 56,939 52,031 173,229 166,864
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Operating Expenses:
Restaurant Operating Expenses:
Food and beverage 16,011 13,893 47,867 44,742
Payroll and benefits 16,237 15,138 50,132 48,768
Depreciation and amortization 2,153 2,260 7,119 7,620
Other operating expenses 14,560 13,651 44,977 43,729
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Total restaurant operating expenses 48,961 44,942 150,095 144,859
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Income from restaurant operations 7,978 7,089 23,134 22,005
General and administrative 3,675 3,861 12,354 12,841
Trademark amortization 25 100 144 302
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Operating income 4,278 3,128 10,636 8,862
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Other income (expense):
Reocvery of note receivable - - - 3,459
Interest expense (1,464) (1,561) (4,985) (5,554)
Loss on sale of property and
equipment (26) (24) (101) (32)
Minority interest in earnings (618) (604) (1,672) (1,974)
Stock purchase expense - (1,294) - (1,294)
Other income, net 15 125 165 872
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Total other income (expense), net (2,091) (3,358) (6,593) (4,523)
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Income (loss) from continuing
operations before income taxes 2,187 (230) 4,043 4,339
Income tax provision 784 181 1,343 777
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Income (loss) from continuing
operations 1,403 (411) 2,700 3,562
Income (loss) from discontinued
operations, net of tax (167) 278 (931) (3,795)
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Net income (loss) $ 1,236 $ (133) $ 1,769 $ (233)
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Basic net income (loss) per share:
Continuing operations 0.14 (0.04) 0.26 0.32
Discontinued operations (0.02) 0.03 (.09) (0.34)
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Basic net income (loss) per share $ 0.12 $ (0.01) $ 0.17 $ (0.02)
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Diluted net income (loss) per share:
Continuing operations 0.14 (0.04) 0.26 0.32
Discontinued operations (0.02) 0.03 (0.09) (0.34)
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Diluted net income (loss) per share $ 0.12 $ (0.01) $ 0.17 $ (0.02)
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Weighted average shares:
Basic 10,163 10,805 10,163 11,142
Diluted 10,212 10,805 10,212 11,156