UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 7, 2001
Commission File No. 0-24982
SILVER DINER, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 04-3234411
- -------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or organization)
11806 Rockville Pike, Rockville, Maryland, 20852
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(Address of principal executive offices)
(301) 770-0333
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(Registrant's telephone number)
N/A
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(Former name, former address and former fiscal year, if changed since the last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_].
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $.00074 par value, outstanding as of November 2, 2001:
11,761,004 shares
SILVER DINER, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of October 7, 2001 (unaudited)
and December 31, 2000 3
Consolidated Statements of Operations for the
Twelve and Forty Weeks Ended October 7, 2001 (unaudited)
and October 8, 2000 (unaudited) 4
Consolidated Statements of Cash Flows for the
Forty Weeks Ended October 7, 2001 (unaudited)
and October 8, 2000 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signature 12
Item 1. Financial Statements
SILVER DINER, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
October 7, December 31,
2001 2000
--------------- ---------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,666,988 $ 545,231
Accounts receivable - landlords - 559,311
Inventory 116,354 178,332
Incentive rebates 42,322 70,664
Prepaid expenses and other current assets 360,374 156,145
--------------- ---------------
Total Current Assets 2,186,038 1,509,683
Property, equipment and improvements, net 13,497,794 14,219,713
Due from related parties 52,537 102,442
Goodwill, net 1,788,175 1,930,093
Deposits and other 381,648 444,451
--------------- ---------------
Total assets $ 17,906,192 $ 18,206,382
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 2,188,423 $ 2,385,034
Note payable, current 156,689 17,800
--------------- ---------------
Total Current Liabilities 2,345,112 2,402,834
Long term liabilities:
Deferred rent liability 1,180,159 1,349,803
Long term note payable 2,589,545 1,241,783
--------------- ---------------
Total liabilities 6,114,816 4,994,420
Stockholders' equity:
Preferred stock, $.001 par value,
1,000,000 shares authorized, none issued - -
Common stock, $.00074 par value, 20,000,000 shares
authorized, 11,743,657 and 11,627,836 shares issued 8,675 8,589
Additional paid-in capital 30,873,735 30,821,940
Unearned compensation (80,059) (122,480)
Treasury stock (138,702 and 183,702 shares of common stock,
at cost) (72,913) (121,820)
Accumulated deficit (18,938,062) (17,374,267)
--------------- ---------------
Total stockholders' equity 11,791,376 13,211,962
--------------- ---------------
Total liabilities and stockholders' equity $ 17,906,192 $ 18,206,382
=============== ===============
The accompanying notes are an integral part of these financial statements
3
SILVER DINER, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Twelve Weeks Ended Forty Weeks Ended
October 7, 2001 October 8, 2000 October 7, 2001 October 8, 2000
--------------- --------------- --------------- ---------------
Net sales $ 7,595,300 $ 7,681,668 $ 24,505,832 $ 24,044,141
--------------- --------------- --------------- ---------------
Restaurant costs and expenses
Cost of sales 2,121,705 2,022,860 6,749,472 6,411,339
Labor 2,690,649 2,674,933 8,649,786 8,351,595
Operating 1,182,090 1,467,205 4,093,096 4,609,153
Occupancy 809,621 729,165 2,807,835 2,311,014
Depreciation and amortization 281,468 319,001 971,114 967,875
Preopening Expenses - 132,298 359 316,652
--------------- --------------- --------------- ---------------
Total restaurant costs and expenses 7,085,533 7,345,462 23,271,662 22,967,628
--------------- --------------- --------------- ---------------
Restaurant operating income 509,767 336,206 1,234,170 1,076,513
General and administrative expenses 542,969 714,778 2,282,076 2,617,073
Depreciation and amortization 74,327 83,245 259,080 278,895
Write off of abandoned site costs - - 267,448 -
--------------- --------------- --------------- ---------------
Operating Loss (107,529) (461,817) (1,574,434) (1,819,455)
Net proceeds from fire insurance (67,210) - (114,098) -
Interest expense 44,495 29,203 155,639 56,837
Investment income, net (11,044) (26,442) (52,180) (81,046)
--------------- --------------- --------------- ---------------
NET LOSS $ (73,770) $ (464,578) $ (1,563,795) $ (1,795,246)
=============== =============== =============== ===============
Basic and diluted loss per common share $ (0.01) $ (0.04) $ (0.13) $ (0.15)
=============== =============== =============== ===============
Weighted average common shares outstanding 11,742,504 11,622,220 11,692,574 11,607,760
=============== =============== =============== ===============
Accompanying notes are an integral part of these financial statements
4
SILVER DINER, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Forty Weeks Ended
October 7, 2001 October 8, 2000
--------------- ---------------
Cash flows from operating activities
Net loss $ (1,563,795) $ (1,795,246)
Adjustments to reconcile net loss to net cash provided by (used in)
operations
Depreciation and amortization 1,230,191 1,246,769
Compensation expense - stock options and deferred compensation 109,741 123,643
Changes in operating assets and liabilities
Accounts Receivable- landlords 559,311 -
Inventory 61,978 (18,022)
Prepaid rent - 158,447
Incentive rebates 28,342 50,940
Prepaid expenses and other current assets (204,229) (96,119)
Deposits and other 51,440 (58,820)
Accounts payable and accrued expenses (196,609) 482,772
Deferred rent liability (169,644) (126,042)
Due from related parties 49,905 33,172
--------------- ---------------
Net cash (used in) provided by operating activities (43,369) 1,494
--------------- ---------------
Cash flows from investing activities
Purchases of property and equipment (354,992) (2,321,754)
Maturities of available for sale marketable securities - 813,452
--------------- ---------------
Net cash used in investing activities (354,992) (1,508,302)
--------------- ---------------
Cash flows from financing activities
Net proceeds from sale of common stock 10,967 17,303
Sale (Purchase) of treasury stock, net 22,500 (49,082)
Proceeds from long-term debt 1,500,000 1,000,000
Payment of long-term debt (13,349) (2,967)
--------------- ---------------
Net cash provided by financing activities 1,520,118 965,254
--------------- ---------------
Net increase (decrease) in cash and cash equivalents 1,121,757 (541,554)
Cash and cash equivalents at beginning of the period 545,231 1,122,755
--------------- ---------------
Cash and cash equivalents at end of the period $ 1,666,988 $ 581,201
=============== ===============
Supplemental disclosure of cash flow information:
Interest paid $ 156,025 $ 48,558
=============== ===============
Non cash investing and financing:
Construction payables included in accounts payable and
accrued expenses $ - $ 67,286
=============== ===============
The accompanying notes are in integral part of these financial statements
5
SILVER DINER, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TWELVE AND FORTY WEEKS ENDED
OCTOBER 7, 2001 AND OCTOBER 8, 2000
(UNAUDITED)
1. Organization and Basis of Presentation
The accompanying unaudited consolidated financial statements of Silver Diner,
Inc., a Delaware Corporation, and its wholly owned subsidiary, Silver Diner
Development, Inc. ("SDDI"), (collectively the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the twelve and forty week periods ended October
7, 2001 are not necessarily indicative of the results that may be expected for
the year ending December 30, 2001. All significant inter-company balances and
transactions have been eliminated in consolidation. For further information,
refer to the consolidated financial statements and footnotes thereto, included
in the Company's annual report on Form 10-K, for the year ended December 31,
2000.
2. Diner Closing
The Company closed its diner in Towson, Maryland on November 18, 2001. Under
terms of the lease termination agreement, dated November 16, 2001, the Company
paid rent and other related expenses through November 30, 2001 and paid the
landlord $170,000 to exit the lease. The Company will also incur expenses
related to the termination of the lease and closure of the diner, of
approximately $40,000.
3. Evaluation of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards (SFAS) No. 121
"Accounting for the Impairment of Long-Lived Assets," the Company evaluates the
potential impairment of long-lived assets, including goodwill and property and
equipment on a restaurant by restaurant basis, based upon projections of
undiscounted cash flows whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable. Based on
that evaluation and the trends of operations, management believes no material
impairment of long lived assets exists at October 7, 2001.
4. New Accounting Standards
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." In August 2001, the FASB
issued SFAS No. 144 "Accounting for the Impairment or Disposal of Long-lived
Assets". SFAS No. 141 requires the use of the purchase method of accounting for
all business combinations initiated after June 30, 2001, thereby eliminating the
pooling-of-interests method of accounting. SFAS No. 141 also addresses the
recognition and measurement of goodwill and other intangible assets acquired in
a business combination. The adoption of SFAS No. 141 by the Company is not
expected to have a significant effect on the Company's financial statements.
Upon the adoption of SFAS No. 142, goodwill and intangible assets that have
indefinite useful lives will not be amortized but rather will be tested at least
annually for impairment. The Company will adopt the provisions of SFAS No. 142
on January 1, 2002. The Company will complete its assessment of goodwill
impairment by April 21, 2002. The impact of an impairment, if any determined
during such assessment, would be recorded as a cumulative effect of a change in
accounting principle during the first quarter of fiscal 2002.
6
SFAS No. 144 addresses accounting and reporting for the impairment or disposal
of long-lived assets. The statement supercedes SFAS No. 121 "Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of" and
establishes an accounting model for long-lived assets to be disposed of by sale.
The statement also addresses implementation issues related to SFAS No. 121. The
statement is applicable for financial statements issued for fiscal years
beginning after December 15, 2001. The adoption of SFAS No. 144 by the Company
on January 1, 2001 is not expected to have a significant effect on the Company's
financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD LOOKING DISCLOSURE
Certain information included herein contains statements that are forward-
looking, such as statements relating to plans for future expansion and other
business development activities as well as operating costs, capital spending,
financial sources and the effects of competition. Such forward-looking
information is subject to changes and variations which are not reasonably
predictable and which could significantly affect future results. Accordingly,
such results may differ from those expressed in any forward-looking statements
made by or on behalf of the Company. These changes and variations which could
significantly affect future results include, but are not limited to, those
relating to development and construction activities, including delays in opening
new Diners, acceptance of the Silver Diner concept, the quality of the Company's
restaurant operations, the adequacy of operating and management controls,
dependence on discretionary consumer spending, dependence on existing
management, inflation and general economic conditions, and changes in federal or
state laws or regulations.
GENERAL
As of October 7, 2001 the Company operated eleven Silver Diner restaurants in
the Washington/Baltimore metropolitan area, one in Cherry Hill, New Jersey, and
one in Virginia Beach, Virginia, serving breakfast, lunch, dinner and late night
meals. On November 18, 2001 the Company closed its diner in Towson, Maryland
(see note 2). The Company targets the growing number of customers tired of
traditional fast food whose need for a quick, high quality, reasonably priced
meal is not being adequately served by existing family or casual theme
restaurants; the Company capitalizes on the timeless diner theme to address this
need.
7
RESULTS OF OPERATIONS
The following table sets forth the percentage of net sales of items
included in the consolidated condensed statements of operations for the periods
indicated:
Twelve Weeks Ended Forty Weeks Ended
October 7, October 8, October 7, October 8,
2001 2000 2001 2000
--------------- --------------- --------------- ----------------
Net Sales 100.0% 100.0% 100.0% 100.0%
Restaurant costs and expenses:
Cost of Sales 27.9% 26.3% 27.5% 26.7%
Labor 35.4% 34.8% 35.3% 34.7%
Operating 15.6% 19.1% 16.7% 19.2%
--------------- --------------- --------------- ----------------
Restaurant Operating Margin 21.1% 19.8% 20.5% 19.4%
Occupancy 10.7% 9.5% 11.5% 9.6%
Depreciation and amortization 3.7% 4.2% 4.0% 4.0%
Preopening Expenses 0.0% 1.7% 0.0% 1.3%
--------------- --------------- --------------- ----------------
Restaurant Operating Income 6.7% 4.4% 5.0% 4.5%
General and administrative expenses 7.1% 9.3% 9.3% 10.9%
Depreciation and amortization 1.0% 1.1% 1.1% 1.2%
Write-off of abandoned site costs 0.0% 0.0% 1.1% 0.0%
--------------- --------------- --------------- ----------------
Operating Loss -1.4% -6.0% -6.5% -7.6%
Proceeds from Fire Insurance Claim -0.9% 0.0% -0.5% 0.0%
Interest Expense 0.6% 0.4% 0.6% 0.2%
Investment Income -0.1% -0.3% -0.2% -0.3%
--------------- --------------- --------------- ----------------
Net Loss -1.0% -6.1% -6.4% -7.5%
=============== =============== =============== ================
Net sales for the twelve weeks ended October 7, 2001 ("Third Quarter 2001")
decreased $86,368 to $7,595,300 compared to $7,681,668 for the 12 weeks ended
October 8, 2000 ("Third Quarter 2000"). Year-to-date, net sales for the forty
weeks ended October 7, 2001 ("2001 YTD Period") increased $461,691 or 1.9%, to
$24,505,832, compared to $24,044,141 for the Forty weeks ended October 8, 2000
("2000 YTD Period"). The decrease for Third Quarter 2001 was primarily
attributable to the increase in new store sales of $15,963 and the decrease in
same store sales of $102,331. The increase in sales for the 2001 YTD period was
due to an increase in new store sales of $1,803,294, offset by a decline in same
store sales of $1,341,603. A portion of the decline in sales, approximately
$225,000, is attributable to a fire that temporarily closed the Tysons Corner,
Virginia store. Same store sales (sales for Silver Diners open throughout both
periods being compared, excluding the initial six months of operations during
which sales are typically higher than normal) in Third Quarter 2001 decreased
1.5% compared to the Third Quarter 2000.
Cost of sales, primarily food and beverage costs, increased to 27.9% of net
sales for Third Quarter 2001, compared to 26.3% of net sales for Third Quarter
2000. Cost of sales for the 2001 YTD Period were 27.5% of net sales, compared to
26.7% of net sales for the 2000 YTD Period. The increase from 2000 was primarily
attributable to higher food costs.
8
Labor, which consists of restaurant management and hourly employee wages and
bonuses, payroll taxes, workers' compensation insurance, group health insurance
and other benefits, increased to 35.4% of net sales in Third Quarter 2001
compared to 34.8% of net sales for Third Quarter 2000. Labor costs for same
stores decreased $79,796 from the same quarter last year while labor costs
attributable to new stores increased $64,080 for the 2001 YTD Period, labor
expense as a percent of sales increased from 34.7% in the 2000 YTD Period to
35.3%. in 2001 YTD Period. For same stores, year to date labor decreased
$245,954, offset by increases in new store labor of $544,145.
Operating expenses, which consist of all restaurant operating costs other than
cost of sales, labor and occupancy, including supplies, utilities, repairs and
maintenance and advertising, decreased $285,115 or 19.4% to $1,182,090 in the
Third Quarter 2001 from $1,467,205 in the Third Quarter of 2000. Operating
expenses decreased to 15.6% in the Third Quarter 2001 from 19.1% in the Third
Quarter 2000. Year to Date 2001 operating expenses decreased $516,057 to
$4,093,096 from $4,609,153 in YTD 2000. Reductions in Third Quarter 2001
operating expenses are primarily due to decreased marketing activity,
administrative and property maintenance expenses.
Occupancy, which is composed primarily of rent, property taxes and property
insurance, increased $80,456 or 11.0% to $809,621 for Third Quarter 2001 from
$729,165 in the Third Quarter 2000. The increase was primarily due to increases
in rent and common area maintenance costs, including those attributable to new
stores. In addition, property insurance expense increased $28,597 over the same
period last year. As a percentage of net sales, occupancy has increased to
10.7% for Third Quarter 2001 from 9.5% for Third Quarter 2000, and to 11.5% for
the 2001 YTD Period from 9.6% for the 2000 YTD period.
Restaurant depreciation and amortization decreased $37,533 to $281,468 for Third
Quarter 2001 compared to $319,001 for Third Quarter 2000. Depreciation and
amortization expenses for same stores decreased approximately $41,000 results
from the Company writing down, in Fourth Quarter 2000, the assets of two
restaurants.
There were no abandoned site costs in the Third Quarter 2001 or Third Quarter
2000. During the 2001 YTD period $267,448 was attributable to the lease
termination and other related costs of the Pentagon Row Shopping Center
location. There were no abandoned site costs in the 2000 YTD Period.
Net proceeds from fire insurance, represents proceeds from the Company's
business interruption insurance claim, in excess of costs incurred to date, of
$67,210 in the Third Quarter 2001 and $114,098 in the 2001 YTD period for a fire
in the Tysons Corner, Virginia diner. There were no such proceeds in the 2000
YTD period.
General and administrative expenses which include the cost of corporate
administrative personnel and functions, multi-unit management and restaurant
management recruitment and initial training decreased $171,809 to $542,969 in
the Third Quarter 2001 from $714,778 in Third Quarter 2000. General and
administrative expenses decreased to 7.1% of sales in Third Quarter 2001 from
9.3% of sales in the Third Quarter of 2000. This was primarily the result of a
decrease in administrative salaries, investor relation's expenses and legal
fees. Year to Date 2001 general and administrative expense have been reduced to
9.3% of net sales, down from 10.9% of sales in the 2000 YTD period.
Corporate depreciation and amortization decreased $8,918 to $74,327 in Third
Quarter 2001 compared to $83,245 in Third Quarter 2000. Depreciation and
amortization includes goodwill amortization of $42,500 in both Third Quarter
2001 and 2000, respectively.
Investment income was $11,044 in the Third Quarter 2001, compared to $26,442 in
Third Quarter 2000. Year to Date 2001 investment income was $52,180, a decrease
of $28,866 from Year to Date 2000 investment income of $81,046. The decrease
for both the quarterly and year-to-date periods is the result of reduced levels
of invested funds and lower yields. Interest expense increased $15,292 in Third
Quarter 2001 to $44,495 compared to $29,203 in the Third Quarter 2000. YTD 2001
interest expense increased $98,802 to $155,639 from YTD 2000 expense of $56,837.
The increases are attributable to additional borrowing in 2001.
9
Net loss for Third Quarter 2001 decreased $390,808 to $73,770. The loss per
share on a basic and diluted basis was ($0.01) in the Third Quarter 2001 and
($0.04) in Third Quarter 2000. Net loss for the Forty weeks ended October 7,
2001 was $1,563,795 compared to $1,795,246, for the forty weeks ended October 8,
2000, a decrease of $231,451. Loss per share on a basic and diluted basis was
($0.13) and ($0.15), respectively. Management expects that the Company will
continue incurring quarterly losses, but at reduced levels, due to reductions in
administrative expenses until revenue and operating efficiencies are sufficient
to absorb the general and administrative expenses associated with developing and
running the Company.
Liquidity and Capital Resources
The Silver Diner's operations are subject to significant external factors beyond
its control. Any one, or more, could materially impact the actual results of the
Silver Diner's operations. Those factors include, but are not limited to: (I)
changes in general economic conditions, (II) changes in consumer spending (III)
changes in the availability and cost of raw materials, (IV) changes in the
availability of capital resources, (V) changes in interest rates, (VI) changes
in the competitive environment and (VII) changes in Federal or State laws.
At October 7, 2001, the Company's cash and cash equivalents were $1,666,988.
Cash and cash equivalents decreased $476,817 during Third Quarter 2001,
primarily due to seasonal costs and non-recurring expenses. The Company's
working capital deficit was $159,075, compared to working capital deficits of
$273,869 as of July 15, 2001 and $893,151 at December 31, 2000. This represents
an increase in working capital of $115,000 during the Third Quarter 2001 and
$734,000 for YTD 2001. Additionally, the Company's long-term debt was $2,589,545
and stockholders' equity was $11,791,376.
Based on the Company's current operating plan, the Company believes that the
cash generated from operating activities, coupled with borrowings on its line of
credit facility and additional cost reductions, where necessary, will be
sufficient to meet the anticipated needs for working capital, capital
expenditures and non-cancelable lease obligations for at least the next 12
months. Thereafter, if cash generated from operations is insufficient to satisfy
the Company's liquidity needs, the Company may seek to obtain additional
capacity on its line of credit, sell convertible debt securities, subject to
consent being received from the Company's bank or sell additional equity
securities. However, no assurances can be given that any such addition financing
sources will be available on acceptable terms or at all.
The Company, as previously announced, signed a lease on September 22, 2000,
subject to certain contingencies, for a mall type unit in the Pentagon Row
Shopping Center in Arlington, Virginia, which was scheduled to open in the
second half of 2001. On March 30, 2001 the lease was terminated, with no further
obligation to the Company.
The Company closed its diner in Towson, Maryland on November 18, 2001. Under
terms of the lease termination agreement dated November 16, 2001 the Company
paid rent and other related expenses through November 30, 2001 and paid the
landlord $170,000 to exit the lease. The Company will also incur expenses,
related to the termination of the lease and closure of the diner, of
approximately $40,000.
The Company has a loan agreement with its bank whereby the Company may borrow,
through December 31, 2002 up to $3,000,000. As of October 7, 2001, the Company
has borrowed $2,500,000 under the agreement. Terms of the loan agreement limit
the Company's ability to incur new debt, which may restrict the Company's
ability to expand and to finance working capital requirements. As defined in the
loan agreement, the Company may draw additional funds only to the extent that
its cash flow is equal to or greater than 1.3 times the debt service coverage
requirements. The amount borrowed in 2000, $1,000,000, is payable interest only
until December 1, 2001. Principal and interest are payable monthly beginning
January 1, 2002 through December 1, 2007. The amount borrowed in 2001,
$1,500,000, is payable interest only until December 1, 2002. Principal and
interest are payable monthly beginning January 1, 2003 through December 1, 2008.
Annual principal payments are $167,667 in 2002, $416,667 in 2003 thru 2007 and
$250,000 in 2008.
As of October 7, 2001 the Company meets the debt service coverage requirements
of the loan agreement.
10
Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Part II. Other Information
Item 1. Legal Proceedings
No reportable events or material developments in reported events
occurred during the period ended October 7, 2001.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(A) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the period ended
October 7, 2001.
Item 3 is not applicable and has been omitted.
11
SIGNATURE
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 thereunto duly authorized.
SILVER DINER, INC.
----------------------------------------
(Registrant)
November 19, 2001 /s/ Robert T. Giaimo
- ---------------------------- ----------------------------------------
Date President and Chief Executive Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer))
12