UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-17229
NOTIFICATION OF LATE FILING
(Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
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For Period Ended:
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
DAKA International, Inc.
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Full Name of Registrant
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Former Name if Applicable
One Corporate Place, 55 Ferncroft Road
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Address of Principal Executive Office (Street and Number)
Danvers, Massachusetts 01923
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City, State and Zip Code
PART 11 - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
X (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
X (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K,
Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
THERE ARE CERTAIN FACTORS WHICH MAY HAVE AN IMPACT ON THE FORM 10-K FILING OF
THE REGISTRANT WHICH ARE UNRESOLVED AS OF THIS DATE.
PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notification
Earl T. Benson 508 774-9115 ext. 1103
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s). X Yes No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? X Yes No
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
THE FOLLOWING IS THE TEXT OF A PRESS RELEASE ISSUED BY DAKA INTERNATIONAL,
INC. ON SEPTEMBER 9, 1996 WITH RESPECT TO OPERATING RESULTS FOR FISCAL
1996.
FOR IMMEDIATE RELEASE
SEPTEMBER 9, 1996
DAKA INTERNATIONAL, INC. REPORTS EARNINGS FOR FISCAL 1996
Danvers, Massachusetts, September 9, 1996 - DAKA International, Inc. (NASDAQ:
DKAI) today reported net income of $905,000 or $.09 per share for the fiscal
year ended June 29, 1996. This compares to net income of $9,183,000 or $.96 per
share (as restated for the Champps Entertainment Inc. and the Great Bagel and
Coffee Company mergers) for the fiscal year ended July 1, 1995. Net income for
the fourth quarter was $362,000 or $.03 per share, as compared to net income of
$2,706,000 or $.26 per share, restated as above, for the fourth quarter, 1995.
Included in the current fiscal year results are non-recurring charges relating
to merger costs, along with charges related to the adoption of FAS No. 121. The
decline in net income during the fourth quarter related primarily to the poor
operating performance in the Fuddruckers segment and increased corporate SG&A.
Comments relating to the segment operating results are as follows:
The Foodservice segment showed a 13.1% increase in revenues over the
prior year reflecting the full year impact of the ServiceMaster
acquisition, a 2% same store sales increase and slight margin
improvement, offset, in part, by lost contracts. During fiscal 1996 the
Company retained 89% of its contracts, which was slightly lower than
its historical norm of 92%.
Fuddruckers realized revenue growth of 18.9% reflecting the opening of
23 new units offset by negative same store sales of approximately 5%
for the year. Operating margins decreased by 3.2% for the year. Fourth
quarter margins decreased by 8.7% which was primarily the result of an
8% decrease in same store sales during the quarter.
Champps reported revenue growth of 116% driven by the opening of seven
new units in the latter half of fiscal 1995 and in fiscal 1996. Income
from restaurant operations, however, was relatively flat for the year
and down for the fourth quarter, as compared to the prior year, as a
result of operating margins decreasing by 7.2% and 7.4%, respectively.
This reduction in operating margins is the result of increased labor,
operating expenses and amortization of pre-opening costs associated
with these new restaurant openings.
SG&A for the Company as a whole increased from 9.8% of revenues to
10.1% of revenues driven by an increase in Champps overhead, ongoing
investment in information systems, costs associated with the build up
of the Specialty Concepts infrastructure, pursuit of nontraditional
foodservice venues and expenses related to the negotiations and due
diligence associated with the proposed Kmart joint venture. The
increase in Champps overhead reflects the addition of corporate staff
necessary to support its aggressive expansion plans.
The Company also indicated that it does not expect to meet analysts'
expectations for fiscal 1997 and is giving guidance to lower estimates to a
range of $.70 to $.80 per share. Such guidance is based on an estimate of future
events, which may differ from actual results. Many of the issues that have had
an unfavorable impact on earnings for the third and fourth quarters of fiscal
1996 are projected to continue to adversely impact anticipated results for
fiscal 1997, particularly in the first quarter which will be substantially below
the first quarter results for fiscal 1996, and will most likely result in a net
loss. Results for the Fuddruckers' segment continue to be disappointing for the
first two months of the new fiscal year.
In addition, negotiations for the proposed Kmart joint venture have not been
completed delaying the closing of the transaction. The Company continues to
incur costs associated with this proposed joint venture. The Champps segment
continues to experience poor operating margins based on costs associated with
the new restaurants including amortization of pre-opening expenses.
William H. Baumhauer, Chairman and Chief Executive Officer of DAKA
International, Inc. stated, "This year our Company did not achieve our financial
goals. As we go forward, it is our intention to intensely focus on our core
businesses and improve their profitability to acceptable levels. We are
confident of our strategic direction and although it will take some time to
return to acceptable quarterly performance, our opportunities for growth and
profitability remain strong."
DAKA International, Inc. owns Fuddruckers, Inc. which operates or franchises
over 200 Fuddruckers restaurants in the United States, Canada, Australia, and
the Middle East; Daka, Inc. a leading provider of foodservice management in the
United states with approximately $300 million in managed volume; and Champps
Entertainment, Inc. a theme-based, media oriented restaurant concept in select
locations coast to coast.
<PAGE>
<TABLE>
<CAPTION>
Operating Results by Segment
($000) except per share amounts
(Restated)
Quarters Ended 12 Months ended
Jun. 29, Jul. 1, Jun. 29, Jul. 1,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Sales from profit and loss contracts .......................... $ 50,469 $ 56,110 $ 218,361 $ 193,154
Management fees ............................................... 1,473 1,557 5,572 5,691
Restaurant sales - Champps .................................... 11,981 5,651 41,593 19,257
Restaurant sales - Fuddruckers ................................ 34,804 30,956 131,592 110,703
Franchising income - Fuddruckers .............................. 820 2,080 6,575 5,372
Franchising income - Specialty ................................ 230 13 576 24
Franchising income - Champps .................................. 128 216 555 636
--- --- --- ---
Total revenues ........................................... $ 99,905 $ 96,583 $ 404,824 $ 334,837
========= ========= ========= =========
Foodservice Segment:
Sales from profit and loss contracts .......................... $ 50,469 $ 56,110 $ 218,361 $ 193,154
Operating expenses:
Labor costs ............................................... 17,059 18,911 74,554 65,481
Product costs ............................................. 17,598 21,203 78,666 69,964
Other operating expenses .................................. 8,696 9,194 33,137 30,581
Depreciation and amortization ............................. 1,429 1,392 5,665 4,509
----- ----- ----- -----
Income from profit and loss contracts ......................... 5,687 5,410 26,339 22,619
Management fees ............................................... 1,703 1,570 6,148 5,715
----- ----- ----- -----
Income from foodservice operations ............................ 7,390 6,980 32,487 28,334
----- ----- ------ ------
Fuddruckers Segment:
Sales from restaurant operations .............................. 34,804 30,956 131,592 110,703
Operating expenses:
Labor costs ............................................... 10,650 8,654 38,137 31,889
Product costs ............................................. 10,118 8,771 37,146 30,785
Other operating expenses .................................. 9,792 7,605 35,582 28,504
Depreciation and amortization ............................. 2,303 1,507 7,953 5,273
----- ----- ----- -----
Income from restaurant operations ............................. 1,941 4,419 12,774 14,252
Franchising income - Fuddruckers .............................. 820 2,080 6,575 5,372
--- ----- ----- -----
Income from restaurant and franchising op ..................... 2,761 6,499 19,349 19,624
----- ----- ------ ------
Champps Segment:
Sales from restaurant operations .............................. 11,981 5,651 41,593 19,257
Operating expenses:
Labor costs ............................................... 4,031 1,803 13,797 5,971
Product costs ............................................. 3,492 1,659 11,981 5,590
Other operating expenses .................................. 2,761 1,182 9,406 3,951
Depreciation and amortization ............................. 1,272 392 3,596 1,056
----- --- ----- -----
Income from restaurant operations ............................. 425 615 2,813 2,689
Franchising income - Champps .................................. 128 216 555 636
--- --- --- ---
Income from restaurant and franchising op ..................... 553 831 3,368 3,325
--- --- ----- -----
Income from operations before selling, general
and administrative expenses ................................... 10,704 14,310 55,204 51,283
------ ------ ------ ------
Selling, general and administrative expenses:
Foodservice segment ........................................... 2,219 1,874 9,192 8,349
Restaurant segment ............................................ 2,106 2,869 11,080 9,063
Corporate ..................................................... 5,806 3,653 16,650 12,693
Champps ....................................................... 1,076 778 3,926 2,801
----- --- ----- -----
Total ..................................................... 11,207 9,174 40,848 32,906
------ ----- ------ ------
Operating income before taxes and
special charges .......................................... (503) 5,136 14,356 18,377
Interest expense ............................................... 1,419 1,309 5,874 4,344
Interest income ................................................ (108) (468) (352) (859)
Minority interest .............................................. (58) 83 (811) (8)
--- -- ---- --
Income before taxes and special charges ........................ (1,756) 4,212 9,645 14,900
Merger costs ................................................... 0 2,900
Impairment and other charges ................................... 0 5,711
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Income (loss) before taxes ..................................... (1,756) 4,212 1,034 14,900
Income taxes (benefit) ......................................... (2,118) 1,506 129 5,317
------ ----- --- -----
Net income (loss) .............................................. $ 362 $ 2,706 $ 905 $ 9,583
Preferred Stock dividend ....................................... 400
---
Net income (loss) available for common s$ ...................... 362 $ 2,706 $ 905 $ 9,183
== === ========= ========= =========
Weighted average shares:
Primary ....................................................... 11,453 7,209 9,972 6,790
Fully diluted ................................................. 11,717 11,233 10,535 11,228
Earnings (loss) per share:
Primary ....................................................... $ 0.03 $ 0.38 $ 0.09 $ 1.35
Fully diluted ................................................. $ 0.03 $ 0.26 $ 0.09 $ 0.96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DAKA International Inc.
Operating Results by Segment
As a percentage of sales
(Restated)
Quarters Ended 12 Months ended
Jun. 29, Jul. 1, Jun. 29, Jul. 1,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues
Sales from profit and loss contracts ........................ 50,469 56,110 218,361 193,154
Management fees ............................................. 1,473 1,557 5,572 5,691
Restaurant sales - Champps .................................. 11,981 5,651 41,593 19,257
Restaurant sales Fuddruckers ................................ 34,804 30,956 131,592 110,703
Franchising income - Fuddruckers ............................ 820 2,080 6,575 5,372
Franchising income Champps .................................. 128 216 555 636
--- --- --- ---
Total revenues ......................................... 99,675 96,570 404,248 334,813
====== ====== ======= =======
Foodservice:
Sales from profit and loss contracts ........................ 50,469 56,110 218,361 193,154
Operating expenses:
Labor costs ............................................. 33.8% 33.7% 34.1% 33.9%
Product costs ........................................... 34.9% 37.8% 36.0% 36.2%
Other operating expenses ................................ 17.2% 16.4% 15.2% 15.8%
Depreciation and amortization ........................... 2.8% 2.5% 2.6% 2.3%
--- --- --- ---
Income from profit and loss contracts ....................... 11.3% 9.6% 12.1% 11.7%
Management fees ............................................. 3.4% 2.8% 2.8% 3.0%
--- --- --- ---
Income from foodservice operations .......................... 14.6% 12.4% 14.9% 14.7%
==== ==== ==== ====
Fuddruckers:
Sales from restaurant operations ............................ 34,804 30,956 131,592 110,703
Operating expenses:
Labor costs ............................................. 30.6% 28.0% 29.0% 28.8%
Product costs ........................................... 29.1% 28.3% 28.2% 27.8%
Other operating expenses ................................ 28.1% 24.6% 27.0% 25.7%
Depreciation and amortization ........................... 6.6% 4.9% 6.0% 4.8%
--- --- --- ---
Income from restaurant operations ........................... 5.6% 14.3% 9.7% 12.9%
Income from franchising operations .......................... 2.4% 6.7% 5.0% 4.9%
--- --- --- ---
Income from restaurant and franchising op ................... 7.9% 21.0% 14.7% 17.7%
=== ==== ==== ====
Champps:
Sales from restaurant operations ............................ 11,981 5,651 41,593 19,257
Operating expenses:
Labor costs ............................................. 33.6% 31.9% 33.2% 31.0%
Product costs ........................................... 29.1% 29.4% 28.8% 29.0%
Other operating expenses ................................ 23.0% 20.9% 22.6% 20.5%
Depreciation and amortization ........................... 10.6% 6.9% 8.6% 5.5%
---- --- --- ---
Income from restaurant operations ........................... 3.5% 10.9% 6.8% 14.0%
Income from franchising operations .......................... 1.1% 3.8% 1.3% 3.3%
--- --- --- ---
Income from restaurant and franchising op ................... 4.6% 14.7% 8.1% 17.3%
=== ==== === ====
Income from operations before selling, general
and administrative expenses ................................. 10.7% 14.8% 13.7% 15.3%
Selling, general and administrative expens ................... 11.2% 9.5% 10.1% 9.8%
Operating income before taxes and special .................... -0.5% 5.3% 3.6% 5.5%
Interest expense ............................................. 1.4% 1.4% 1.5% 1.3%
Interest income .............................................. -0.1% -0.5% -0.1% -0.3%
Minority interest ............................................ -0.1% 0.1% -0.2% -0.0%
--- --- --- ---
Income before taxes and special charges ...................... -1.8% 4.4% 2.4% 4.4%
Merger costs ................................................. 0.0% 0.7%
Impairment and other charges ................................. 0.0% 1.4%
--- ---
Income (loss) before taxes ................................... -1.8% 4.4% 0.3% 4.4%
Income taxes (benefit) ....................................... -2.1% 1.6% 0.0% 1.6%
--- --- --- ---
Net income (loss) ............................................ 0.4% 2.8% 0.2% 2.9%
=== === === ===
</TABLE>
<PAGE>
DAKA International, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 27, 1996 By: /s/Earl T. Benson
-----------------
Earl T. Benson
Executive Vice President,
Chief Financial Officer,
and Treasurer
(Principle Financial and
Accounting Officer)
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See U.S.C. 1001)
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either rule 201
or Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
