UNITED STATES
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 10,
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, IN 46545
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(574) 271- 4600
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Section 4 - Matters Related to Accountants and Financial
Statements
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review
(a)
On September 10, 2004, Quality Dining, Inc. (the
"Company") 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 did not affect the Company's 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's management and Audit
Committee have concluded that the financial statements in the
Company's Forms 10-Q for the quarterly periods ended February 15,
2004 and May 9, 2004, should no longer be relied upon. Based on
this decision, 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, and file an amendment to each of the
applicable Forms 10-Q to reflect the proper weighted average
shares outstanding and the proper basic and diluted net income
(loss) per share. These amended filings will present the
following:
Sixteen Weeks Ended February 15, 2004
- ---------------------------------------------------
As Restated As Previously
Reported
-------------- -------------
Basic net income per share:
Continuing operations $ 0.01 $ 0.00
Discontinued operations 0.02 0.02
------- -------
Basic net income per share $ 0.03 $ 0.02
======= ======
Diluted net income per share:
Continuing operations $ 0.01 $ 0.00
Discontinued operations 0.02 0.02
------ ------
Diluted net income per share $ 0.03 $ 0.02
====== ======
Weighted average shares outstanding:
Basic 10,163,000 11,311,000
Diluted 10,195,000 11,343,000
Twelve Weeks Ended May 9, 2004
- ----------------------------------------------
As Restated As Previously
Reported
-------------- -------------
Basic net income (loss) per share:
Continuing operations $ 0.11 $ 0.10
Discontinued operations (0.09) (0.08)
------- -------
Basic net income (loss) per share $ 0.02 $ 0.02
======= =======
Diluted net income (loss) per share:
Continuing operations $ 0.11 $ 0.10
Discontinued operations (0.09) (0.08)
------- -------
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
- ---------------------------------------------
As Restated As Previously
Reported
-------------- -------------
Basic net income (loss) per share:
Continuing operations $ 0.13 $ 0.11
Discontinued operations (0.08) (0.07)
------- -------
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)
------- -------
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
The Company's management and Audit Committee have
discussed this matter with PricewaterhouseCoopers LLP ("PWC"),
the independent public registered accounting firm for the
Company, and PWC has advised the Company that it concurs with the
Company's determinations described above. The Company expects to
file an amended Form 10-Q (Form 10-Q/A) for each of the quarterly
periods ended February 15, 2004 and May 9, 2004 immediately after
filing this Form 8-K.
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.
By: /s/ John C. Firth
Name: John C. Firth
Title: Executive Vice President and General Counsel