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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2003
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- --------------------
Commission file number 0-11877
ELXSI CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 77-0151523
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3600 Rio Vista Avenue, Suite A, Orlando, Florida 32805
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (407) 849-1090
-----------------------------
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since 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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
On August 11, 2003, the registrant had outstanding 4,012,197 shares of Common
Stock, par value $0.001 per share.
This Quarterly Report on form 10-Q (this "10-Q") includes forward-looking
statements, particularly in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section (Item 2 herein).
Additional written or oral forward-looking statements may be made by or on
behalf of the Company from time to time, in filings with the Securities and
Exchange Commission, in press releases and other public announcements, or
otherwise. All such forward-looking statements are within the meaning of that
term in Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Such statements may include,
but not be limited to, projections of revenue, income, losses and cash flows,
plans for future capital and other expenditures, plans for future operations,
financing needs or plans, plans relating to products or services, estimates
concerning the effects of litigation or other disputes, as well as expectations
and assumptions relating to any or all of the foregoing, relating to the
Company, its subsidiaries and/or divisions.
Although the Company believes that its forward-looking statements are based on
expectations and assumptions that are reasonable, forward-looking statements are
inherently subject to risks and uncertainties, some of which can not be
predicted. Accordingly, no assurance can be given that such expectations or
assumptions will prove to have been correct, and future events and actual
results could differ materially from those described in or underlying the
forward-looking statements. Among the factors that could cause future events and
actual results to differ materially are: the demand for the Company's products
and services and other market acceptance risks; the presence in the Company's
markets of competitors with greater financial resources, and the impact of
competitive products and services and pricing; the loss of any significant
customers or group of customers; general economic and market conditions
nationally and (in the case of Bickford's) in New England; the ability of Cues
to develop new products; capacity and supply constraints or difficulties; the
emergence of future opportunities; the Company's ability to collect certain
related party notes receivable; changes in the value of certain investments
pledged to secure related party receivables; the Company's ability to obtain new
financing necessary to replace outstanding borrowings before they mature in less
than one year; the Company's ability to meet certain covenant requirements under
its borrowing agreements; the ability of the Company to utilize its deferred tax
assets; the Company's ability to collect outstanding accounts receivable; the
effects of the Company's accounting policies; and the impact of new accounting
pronouncements.
More detail regarding these and other important factors that could cause actual
results to differ materially from such expectations, assumptions and
forward-looking statements ("Cautionary Statements") may be disclosed in this
10-Q, other Securities and Exchange Commission filings and other public
announcements of the Company. All subsequent written and oral forward-looking
statements attributable to the Company, its subsidiaries and / or divisions or
persons acting on their behalf are expressly qualified in their entirety by the
Cautionary Statements.
The Company assumes no obligation to update its forward-looking statements or
advise of changes in the expectations, assumptions and factors on which they are
based.
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
ELXSI CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
A S S E T S
June 30, December 31,
2003 2002
--------- ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,013 $ 777
Accounts receivable, less allowance for
doubtful accounts of $389 and $374 in
2003 and 2002, respectively 5,733 4,699
Income taxes receivable 31 252
Inventories 12,691 14,616
Prepaid expenses and other current assets 1,509 842
Deferred tax asset 5,236 4,104
--------- ------------
Total current assets 26,213 25,290
Property, buildings and equipment, net 31,238 32,294
Intangible assets, net 1,771 1,785
Deferred tax asset - noncurrent 10,636 10,799
Deferred charge 7,582 8,074
Other 426 457
--------- ------------
Total assets $ 77,866 $ 78,699
========= ============
The accompanying notes are an integral part of these
consolidated financial statements.
3
ELXSI CORPORATION
CONSOLIDATED BALANCE SHEETS (Continued)
(Dollars in Thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2003 2002
--------- ------------
(Unaudited)
Current liabilities:
Accounts payable $ 2,351 $ 2,734
Accrued expenses 7,302 6,492
Capital lease obligations - current 52 54
Current portion of long-term debt 12,209 13,202
--------- ------------
Total current liabilities 21,914 22,482
Capital lease obligations - non current 553 578
Long-term debt 37 43
Other non current liabilities 3,638 3,638
--------- ------------
Total liabilities 26,142 26,741
--------- ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, Series A Non-voting
Convertible, par value $0.002 per share
Authorized--5,000,000 shares
Issued and outstanding--none -- --
Common stock, par value $0.001 per share
Authorized--60,000,000 shares
Issued and outstanding -- 4,012,197
at June 30, 2003 and
December 31, 2002 4 4
Additional paid-in capital 221,194 221,194
Notes receivable - related parties (11,972) (11,972)
Accumulated deficit (157,232) (156,982)
Accumulated other comprehensive income (270) (286)
--------- ------------
Total stockholders' equity 51,724 51,958
--------- ------------
Total liabilities and stockholders' equity $ 77,866 $ 78,699
========= ============
The accompanying notes are an integral part of these
consolidated financial statements.
4
ELXSI CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE
INCOME (LOSS)
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2003 2002 2003 2002
-------- -------- -------- --------
Net sales $ 26,182 $ 25,132 $ 49,498 $ 50,414
Costs and expenses:
Cost of sales 22,066 20,614 42,611 41,929
Selling, general and administrative 2,753 2,720 5,269 5,282
Depreciation and amortization 1,040 1,091 2,098 2,209
-------- -------- -------- --------
25,859 24,425 49,978 49,420
-------- -------- -------- --------
Gains on sales of property and buildings 1,053 -- 1,053 --
-------- -------- -------- --------
Operating income 1,376 707 573 994
Other income (expense):
Interest income 1 15 27 15
Interest expense (558) (415) (992) (848)
Other (28) (16) (43) (30)
-------- -------- -------- --------
Income (loss) before income taxes 791 291 (435) 131
(Provision) benefit for income taxes (291) (26) 185 124
-------- -------- -------- --------
Net income (loss) before cumulative effect
of accounting change 500 265 (250) 255
Cumulative effect of accounting change
for SFAS No. 142 -- -- -- (3,172)
-------- -------- -------- --------
Net income (loss) 500 265 (250) (2,917)
Other comprehensive income net of tax:
Foreign currency translation adjustment 86 103 16 96
Adjustment for cash flow hedge -- 51 -- 95
-------- -------- -------- --------
Comprehensive income (loss) $ 586 $ 419 $ (234) $ (2,726)
======== ======== ======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
5
ELXSI CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Continued)
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ----------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Basic and diluted net income (loss)
per common share:
Before accounting change $ 0.13 $ 0.07 $ (.06) $ 0.07
Cumulative effect of accounting change -- -- -- (0.79)
--------- --------- --------- ---------
$ 0.13 $ 0.07 $ (.06) $ (0.72)
========= ========= ========= =========
Weighted average number of common and
common equivalent shares:
Basic 4,012 4,028 4,012 4,028
========= ========= ========= =========
Diluted 4,012 4,028 4,012 4,028
========= ========= ========= =========
The accompanying notes are an integral part of these
consolidated financial statements.
6
ELXSI CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Amounts in Thousands, Except Common Shares)
(Unaudited)
Accumulated
Common Stock Additional Related Accum- Other
--------------------- Paid-In- Party ulated Comprehensive
Shares Dollars Capital Notes Deficit Income (Loss)
--------- ----------- --------- --------- --------- -------------
Balance at December 31, 2002 4,012,197 $ 4 $ 221,194 $ (11,972) $(156,982) $ (286)
Foreign currency translation
adjustment, net of tax -- -- -- -- -- 16
Net loss -- -- -- -- (250) --
--------- ----------- --------- --------- --------- ------------
Balance at June 30, 2003 4,012,197 $ 4 $ 221,194 $ (11,972) $(157,232) $ (270)
========= =========== ========= ========= ========= ============
The accompanying notes are an integral part of these
consolidated financial statements.
7
ELXSI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six Months Ended June 30,
-------------------------
2003 2002
---------- ----------
Cash flows provided by operating activities:
Net loss $ (250) $ (2,917)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 2,098 2,209
Cumulative effect of accounting change -- 3,172
Amortization of deferred debt costs 295 146
Gains on sales of property and building (1,053) --
Other -- (14)
(Increase) decrease in assets:
Accounts receivable (1,034) 1,770
Income tax receivable 221 1,363
Inventories 1,925 308
Prepaid expenses and other current assets (667) (395)
Deferred tax asset (969) (1,261)
Deferred charge 492 977
Other (248) 230
Increase (decrease) in liabilities:
Accounts payable (383) (223)
Accrued expenses 810 820
---------- ----------
Net cash provided by operating activities 1,237 6,185
---------- ----------
Cash flows provided by (used in) investing activities:
Purchase of property, building and equipment (2,355) (1,371)
Proceeds from the sales of property and building 2,380 --
Collection of note receivable -- 10
---------- ----------
Net cash provided by (used in) investing activities 25 (1,361)
---------- ----------
Cash flows used in financing activities:
Net borrowings (payments) on line of credit 878 (4,843)
Payments of long-term debt (1,877) (115)
Payment of deferred fees -- (26)
Principal payments on capital lease obligations (27) (30)
---------- ----------
Net cash used in financing activities (1,026) (5,014)
---------- ----------
The accompanying notes are an integral part of these
consolidated financial statements.
8
ELXSI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in Thousands)
(Unaudited)
Six Months Ended June 30,
----------------------------------
2003 2002
-------------- -------------
Increase (decrease) in cash and cash equivalents 236 (190)
Cash and cash equivalents, beginning of period 777 1,194
-------------- -------------
Cash and cash equivalents, end of period $ 1,013 $ 1,004
============== =============
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Income taxes $ 180 $ 265
Interest 750 764
The accompanying notes are an integral part of these
consolidated financial statements.
9
ELXSI CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
(Unaudited)
Note 1. The Company
General. ELXSI Corporation (together with its subsidiaries, the "Company")
operates principally through its two wholly-owned subsidiaries, ELXSI, a
California corporation ("ELXSI"), and Bickford's Family Restaurants, Inc., a
Delaware corporation ("BFRI"). Operations consist of the following business
segments: a restaurant chain in New England and an equipment manufacturer in
Orlando, Florida.
Restaurant Operations. On July 1, 1991, ELXSI acquired 30 Bickford's restaurants
(the Bickford's Restaurants") and 12 Howard Johnson's restaurants from Marriott
Family Restaurants, Inc. These restaurants were located in Massachusetts,
Vermont, New Hampshire, Rhode Island and Connecticut.
On December 30, 2000, ELXSI contributed and transferred to a newly-formed,
wholly owned subsidiary, Bickford's Holdings Company, Inc. ("BHC"), all of the
Bickford's Restaurants and substantially all of their related operations, assets
and liabilities. Immediately thereafter, these Bickford's Restaurants,
operations, assets and liabilities were contributed and transferred by BHC to
another newly-formed, wholly-owned subsidiary, BFRI.
During the first six months of 2003, two Bickford's Restaurants were closed; one
in Marlboro, MA was sold and another in Stoughton, MA terminated its lease. In
addition, one new restaurant opened in Brighton, MA under a Tavern concept,
which serves the Bickford's breakfasts with more upscale quality menu selections
for lunch and dinner. Furthermore, the Bickford's corporate office building in
Boston, MA was sold and will be leased back by the Company for a period of three
years. As of June 30, 2003, the Company had 62 Bickford's Restaurants owned and
operated by BFRI (the "Restaurants" or "Restaurant Operations").
Equipment Manufacturer. On October 30, 1992, ELXSI acquired Cues, Inc. of
Orlando, Florida and its two wholly-owned subsidiaries Knopafex, Ltd., a
Canadian company, and Cues B.V., a Dutch company, collectively referred to
herein as "Cues" or "Cues Division".
Cues is engaged in the manufacturing and servicing of video inspection and
repair equipment for wastewater and drainage systems primarily for governmental
municipalities, service contractors and industrial users.
Note 2. Basis of Presentation
The unaudited consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and in accordance with accounting
principles generally accepted in the United States of America for interim
financial reporting. Certain information and note disclosure normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been omitted pursuant to
such rules and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading. It is suggested
10
that these financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's latest Annual Report
on Form 10-K and Form 10-K/A for the year ended December 31, 2002. In the
opinion of the Company, all adjustments (solely of a normal recurring nature)
necessary to present fairly the consolidated financial position of ELXSI
Corporation and its subsidiaries as of June 30, 2003, and the results of their
operations and cash flows for the three and six months ended June 30, 2003 and
2002, have been included in the unaudited consolidated financial statements. The
results of operations for such interim periods are not necessarily indicative of
the results for the entire year.
Note 3. Earnings (Loss) Per Share.
Basic earnings (loss) per share is calculated by dividing net income (loss) by
the weighted-average number of share of common stock outstanding during the
reporting period. Diluted earnings (loss) per share is computed in a manner
consistent with that of basic earnings (loss) per share while giving effect to
the potential dilution that could occur if options or warrants to issue common
stock were exercised. The weighted-average number of shares used in calculating
diluted earnings (loss) per share was 4,012,000 and 4,028,000 for the three and
six months ended June 30, 2003 and 2002, respectively. Options and warrants to
purchase an aggregate 1,106,000 and 1,196,000 shares of Common Stock at June 30,
2003 and 2002, respectively, were not included in the diluted loss per share
calculations for the six months then ended, since the effect would have been
anti-dilutive.
Note 4. Accounts Receivable - Related Party
As of December 31, 2001, the Company restructured the notes receivable from two
related parties, ELX Limited Partnership ("ELX") and Cadmus Corporation
("Cadmus"). The due dates of the notes were extended to April 1, 2005 in
exchange for collateralization of the notes receivable under pledge and security
agreements. In addition, Alexander M. Milley, the Company's Chairman, President
and Chief Executive Officer and most significant stockholder, and certain other
entities that he controls, personally guaranteed the Cadmus and ELX notes
receivable. Under the new, restructured notes receivable, approximately 821,705
of issued and outstanding shares of Common Stock of the Company held by these
companies under Mr. Milley's control serve as the primary collateral. The
collateral also includes shares of other publicly traded companies and other
assets held by Mr. Milley and these related companies. All interest and
principal payable under these notes receivable is due on the maturity date at
rates previously in existence. As a result of these extensions and revisions in
the underlying collateral, the aggregate balance of these notes receivable at
June 30, 2003 and December 31, 2002 has been reflected in the equity section of
the consolidated balance sheets as a contra-equity. Interest will be recorded as
income when actually received, as the underlying collateral included in the
pledge and security agreements will not support an increase to the related party
notes receivable balance.
Note 5. Composition of Inventory.
Inventory is summarized in the following table.
June 30, December 31,
2003 2002
----------- ------------
Inventories:
Raw materials and finished goods $ 8,558,000 $ 9,479,000
Work in process 4,133,000 5,137,000
----------- ------------
$12,691,000 $ 14,616,000
=========== ============
11
Note 6. Segment Reporting.
The Company has two reportable segments, restaurant operations and equipment
manufacturing. The Company is primarily organized into two strategic business
units, which have separate management teams and infrastructures and that offer
different products and services. Each business requires different employee
skills, technology, and marketing strategies. As of June 30, 2003, the
restaurant operations segment included 62 Restaurants located in the New England
States operating under the Bickford's brand name. The equipment manufacturing
segment produces sewer inspection equipment for sale to municipalities,
contractors, and foreign governments.
The Company evaluates the performance of each segment based upon profit or loss
from operations before income taxes, interest, non-recurring gains and losses
and foreign exchange gains and losses.
There has been no significant difference in the basis of segmentation or in the
measurement of segment profit since the Company's last Annual Report on Form
10-K or Form 10-K/A for the year ended December 31, 2002. The "Other" lines
items in the chart below include corporate related items; results of
insignificant operations and, as they relate to profit and losses, income and
expense not allocated to reportable segments. The Restaurant revenue and
Restaurant profit and, consequently the consolidated total revenue and profit,
for the three and six months ended June 30, 2003, includes gains from the sales
of property and buildings totaling $1,098,000.
Summarized financial information by business segment for the six months ended
June 30, 2003 and 2002 is presented in the following table.
2003 2002
------------ -------------
Revenues from external customers:
Restaurants $ 33,582,000 $ 34,776,000
Equipment 15,916,000 15,638,000
------------ ------------
$ 49,498,000 $ 50,414,000
============ ============
Segment (loss) profit:
Restaurants $ (693,000) $ 1,219,000
Equipment 999,000 241,000
Other (786,000) (466,000)
------------ ------------
$ (480,000) $ 994,000
============ ============
Segment assets:
Restaurants $ 37,346,000 $ 35,379,000
Equipment 22,500,000 23,240,000
Other 18,020,000 22,718,000
------------ ------------
$ 77,866,000 $ 81,337,000
============ ============
12
Summarized financial information by business segment for the three months ended
June 30, 2003 and 2002 is presented in the following table.
2003 2002
------------ -------------
Revenues from external customers:
Restaurants $ 17,660,000 $ 17,878,000
Equipment 8,522,000 7,254,000
------------ ------------
$ 26,182,000 $ 25,132,000
============ ============
Segment (loss) profit:
Restaurants $ 70,000 $ 994,000
Equipment 726,000 57,000
Other (473,000) (344,000)
------------ ------------
$ 323,000 $ 707,000
============ ============
There were no inter-segment sales or transfers during the three or six months
ended June 30, 2003 or 2002. Operating income by business segment excludes
interest income, interest expense, other income and expenses and taxes. "Segment
assets - Other" consists principally of the deferred tax asset and the deferred
charge.
Foreign assets, revenues, and export sales each represent less than 10% of the
Company's totals. No material amounts of the Company's sales are dependent upon
a single customer
Note 7. Long-Term Debt.
Under the terms of its April 22, 2002 Amended and Restated Loan and Security
Agreement ("Credit Agreement") with Bank of America, N.A. ("BofA"), which BofA
assigned to Wells Fargo Foothill, Inc. ("WFF"), in June 2003, the Company is
required to meet certain financial and other qualitative covenants. These
financial covenants include minimum earnings before interest, taxes,
depreciation and amortization ("EBITDA"), the maintenance of certain quarterly
net worth amounts and restrictions on capital expenditures. On December 30, 2002
and January 31, 2003, under amendments to the Credit Agreement, the Company
converted its outstanding Orange County Industrial Development Authority,
Industrial Development Revenue Bonds (ELXSI Project), Series 1997 into a second
term loan under the Credit Agreement due June 30, 2003. At December 31, 2002,
the Company was in violation of the funded debt to EBITDA covenant and other
non-financial covenants under the Credit Agreement, and therefore, was in
default under the provisions of the Credit Agreement. On January 31, 2003, the
Company and BofA entered into an amendment to the Credit Agreement, which
provided a waiver from BofA of all 2002 covenant violations. This amendment also
included, among other provisions, the following terms, which represented changes
from the Credit Agreement: (1) an extension of the maturity date of all BofA
debt to June 30, 2003 with the payment of a $50,000 extension fee; (2) interest
on all BofA's debt at BofA's prime rate plus 3.5%; (3) an increase in the
interest rate on April 30, 2003 to BofA's prime rate plus 5% and the requirement
to pay a non-refundable $250,000 fee unless the Company obtained by that date an
acceptable loan commitment letter from another lender or hired an investment
banker to sell either of its operating segments; and (4) the establishment of
revised covenants for 2003, including EBITDA, net worth and capital expenditure
covenants.
In June 2003, BofA assigned the Company's Credit Agreement to WFF. At June 30,
2003, the Company was not in compliance with the revised terms and covenants of
the Credit Agreement as amended, as a result of not maintaining the minimum
13
EBITDA for the six-month period ended June 30, 2003. Consequently, the Company
signed another amendment to the Credit Agreement with WFF under which WFF agreed
to, among other things, (1) extend the maturity date of all debt under the
Credit Agreement until August 29, 2003; (2) waive all applicable covenant
violations by the Company through July 31, 2003; and (3) maintain the interest
rate on all of the debt under the Credit Agreement at WFF's prime rate plus
3.5%. WFF is currently performing due diligence on the Company to determine
whether to enter into a long-term credit facility with the Company. We expect
this due diligence period to last until August 29, 2003. The Company paid WFF
the non-refundable $250,000 fee noted above, which is included in corporate
administrative expense during the three months ended June 30, 2003.
The Credit Agreement contains provisions, which allows WFF to accelerate payment
of the amounts due under the Credit Agreement if it determines that a material
adverse change has occurred in the Company. The December 31, 2002 consolidated
financial statements included an independent auditors' report which indicated
that these provisions raise substantial doubt as to the Company's ability to
continue as a going concern.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The Company's revenues and expenses result from the operation of the Restaurant
Operations and Cues Division and the Company's corporate expenses ("Corporate").
COMPARISON OF FIRST HALF 2003 RESULTS TO FIRST HALF 2002 RESULTS
Six-month sales decreased $916,000 and gross profit decreased $1,598,000 as
compared to corresponding period in the prior year. Selling, general and
administrative expense decreased $13,000, depreciation and amortization expense
decreased $111,000, gains on sales of property and buildings increased
$1,053,000, resulting in an operating income decrease of $421,000. Interest
expense increased $144,000, interest income increased $12,000, other expense
increased $13,000 and income tax benefit increased by $61,000. The Company
recorded a net loss of $250,000 in the first half of 2003 compared to net income
of $255,000 in the corresponding period in the previous year before the
cumulative effect of an accounting change.
Included in the first half 2003 results are gains from the sales of property and
buildings totaling $1,053,000.
The first half of 2002 included the cumulative effect of an accounting change
related to the impairment of goodwill at the Cues Division in compliance with
FAS 142. Goodwill was determined to be impaired due to the carrying value of the
net assets of the Cues Division exceeding their estimated fair value. As a
result, a cumulative impairment loss of $3,172,000 was recorded retroactively in
the quarter ended March 31, 2002. Including this accounting change, the Company
recorded a loss of $2,917,000 in the first half of 2002.
14
Restaurant Division. Restaurant sales decreased $1,194,000, or 3.4% in the first
half of 2003 compared to the same period in the prior year. Same store sales
decreased $618,000, or 1.9%, in the first half of 2003 compared to the first
half of 2002. Also contributing to the 2003 first half sales decrease were lost
sales of $1,323,000 due to closed Restaurants partially offset by an increase in
sales at new and non-comparable Restaurants of $747,000. The same store
Restaurant sales decrease was mainly the result of a decrease in customer counts
of 11.0%, which was partially offset by menu price increases. During the first
half of 2003, the average guest check increased $0.75 compared to the same
period in the prior year. Historically, this was the greatest single first half
average guest check increase in the history of Bickford's and, we believe, was a
result of the implementation of the new lunch and dinner menu discussed below.
Unfortunately the continuing weakness in the New England economy along with
numerous snowstorms contributed significantly to the same store sales and
customer count declines during the first half of 2003.
The gross profit percentage decreased 5.6% from 12.7% to 7.1%, which along with
the sales decrease caused restaurant gross profit to decrease $2,038,000, or
46.2%, in the first half of 2003 compared to the same period in 2002. The
decline in customers discussed above resulted in higher fixed labor and variable
costs as percentages of sales, which created the gross profit percentage
decline. Food costs as a percentage of sales also increased primarily as a
result of the higher cost of the new lunch and dinner menu items.
Selling, general and administrative expense decreased $62,000, or 5.0%,
primarily due to a decrease in labor costs.
Restaurant depreciation and amortization expense decreased by $64,000, or 3.3%
during the first half of 2003 compared to the same period in the prior year.
During the first half of 2003, the Restaurants recorded gains from the sales of
property and buildings totaling $1,053,000.
As a result of the above items, Restaurant operating income decreased $859,000,
or 70.5%, during the first half of 2003 compared to the first half of 2002.
Excluding the 2003 gains from the sales of property and buildings, Restaurant
operating income decreased $1,912,000, or 156.8% during the first half of 2003
compared to the same period in the prior year.
Operationally, we have chosen to focus attention on improving the customer's
experience in order to reverse the continued negative customer count trend. A
combination of food, service and facility improvements is being heavily
emphasized throughout the chain. These improvements are not requiring
significant capital expenditures. Recently, we introduced a selection of
exciting new top quality dinner products featuring high quality fresh (never
frozen) seafood, including broiled or fried haddock and scallop dinners, jumbo
shrimp cocktail, fresh clams, lobster rolls and lobster casserole dinners along
with a unique homemade fresh clam chowder. Breakfast items are now featuring an
already popular lobster omelet and lobster benedict dish. Complementing these
items are high quality choice 12-ounce sirloin strip steaks and a totally fresh
approach on all vegetables served. Our goal is to make Bickford's the best
value, high quality lunch and dinner destination available in the New England
market. By dramatically repositioning our lunch and dinner offerings and
generally improving our execution, we expect to attract a new level of customer.
Although it is taking some time to see results, we are optimistic that this
15
strategy will have a positive impact on customer counts and profits going
forward.
During the first half of 2003, the Company sold the Bickford's Boston
headquarters building for $1.5 million and will lease back the facility for
$50,000 per year during the next three years. This sale resulted in a gain of
approximately $1.0 million. Proceeds from the sale were used to reduce our
outstanding bank term debt under the Credit Agreement. Including the above gain,
the Company recorded total gains from property and building sales of $1,053,000
during the six months ended June 30, 2003 compared to the same period in the
prior year. During the third and fourth quarters of 2003, the Company also
expects to collect remaining proceeds totaling $835,000 from the previous year
sale of the Restaurants in Marlboro, MA and Haverhill, MA. The Company
anticipates that these proceeds will also be used to reduce bank debt.
Cues Division. Cues's sales increased $278,000, or 1.8%, in the first half of
2003 compared to the same period in the prior year. The gross profit percentage
increased 2.3%, resulting in a gross profit increase of $440,000, or 10.8%, in
the first half of 2003 compared to the same period in the prior year. The
increase in the gross profit percentage was primarily the result of a more
favorable mix of products sold. Selling, general and administrative expense
decreased $271,000, or 7.6%, in the first half of 2003, compared to the
corresponding period in the prior year primarily due to a reduction in
international selling expense and a reduction in domestic salary expense and
benefits. Depreciation and amortization expense decreased $47,000, or 17.7% in
the first half of 2003. As a result of the above items, operating income
increased by $758,000, or 314.5% in the first half of 2003 compared to the same
period in 2002.
During 2002, the Company recorded a cumulative effect of an accounting change
related to the impairment of goodwill at the Cues Division in compliance with
FAS 142. Goodwill was determined to be impaired due to the carrying value of the
net assets of the Cues Division exceeding their estimated fair value. As a
result, a cumulative impairment loss of $3,172,000 was recorded retroactively in
the quarter ended March 31, 2002.
A prime competitor of Cues had intensified efforts during 2002 to require users
of closed circuit television inspection systems to purchase electrically
operated sewer inspection equipment that is labeled and listed for use in Class
I, Division I hazardous locations by a nationally recognized testing laboratory
("NRTL").
On September 25, 2002, Federal OSHA issued a memorandum to all regional OSHA
offices, which provided that when no explosive hazards are present the sewer
section may be classified as an ordinary work location. Moreover, when an
employer operates the cameras remotely and no employees are exposed to a
potential hazard, the provisions covering Class I, Division I hazardous
locations do not apply. As a result, non-labeled and listed products can
continue to be used when testing and monitoring of the sewer gases indicate no
explosive level is present and general safety procedures are followed. The
Company had all of its current products tested and certified by an NRTL for
non-explosive environments during the first half of 2003.
Corporate. Corporate general and administrative expenses increased by $320,000,
or 68.7%, during the first half of 2003 compared with the same period in 2002.
This increase was primarily due to an increase in bank fees, including a $50,000
bank waiver and amendment fee paid in January 2003 and a $250,000 bank fee paid
16
in June 2003, as described in Note 7 of the Notes to the Consolidated Financial
Statements above.
Income Taxes. The consolidated income tax benefit increased from $124,000 in the
first half of 2002 to $185,000 in the first half of 2003.
Earnings (Loss) Per Share. The basic and diluted loss per share for the first
half ended June 30, 2003 were both $0.06 per share. The basic and diluted
weighted average number of shares outstanding for the six months ended June 30,
2003 were both 4,012,000. Including the cumulative effect of the accounting
change recorded in the first half of 2002, the basic and diluted loss per share
for such period were both $0.72 per share, and there were basic and diluted
weighted average shares of Common Stock outstanding of 4,028,000. Excluding the
cumulative effect of the accounting change, the basic and diluted earnings per
share for the first half ended June 30, 2002 were both $0.07 per share. The
average market price for the first half of 2003 was $2.97 compared to an average
of $7.93 in the corresponding period of 2002.
COMPARISON OF SECOND QUARTER 2003 RESULTS TO SECOND QUARTER 2002 RESULTS
The 2003 second quarter sales increased $1,050,000 and gross profit decreased
$402,000 as compared to 2002 second quarter sales and gross profit figures.
Selling, general and administrative expense increased $33,000, depreciation and
amortization expense decreased $51,000, gains on sales of property and buildings
increased $1,053,000, resulting in an operating income increase of $669,000.
Interest expense increased $143,000, interest income decreased $14,000, other
expense increased $12,000 and income tax expense increased by $265,000 resulting
in an increase in net income of $235,000. The Company recorded net income of
$500,000 in the second quarter of 2003 compared to net income of $265,000 in the
corresponding period in the previous year.
Included in the second quarter 2003 results are gains on the sales of property
and buildings of $1,053,000.
Restaurant Division. Restaurant sales decreased by $218,000, or 1.2%, in the
second quarter of 2003 compared to the same period in the prior year. Same store
sales increased $16,000, or 0.1%, in the second quarter of 2003 compared to
2002. During the second quarter of 2003, the Company had lost sales of $677,000
due to closed Restaurants partially offset by an increase in sales at new and
non-comparable Restaurants of $443,000. The same store Restaurant sales decrease
was mainly the result of a decrease in customer counts of 10.8%, which was
offset by menu price increases. During the second quarter of 2003, the average
guest check increased $0.88 compared to the same period in the prior year.
The gross profit percentage decreased 5.2% from 14.2% to 9.0%, which along with
the sales decrease caused gross profit to decrease $936,000, or 37.0%, in the
second quarter of 2003 compared to the same period in 2002. The decline in
customers resulted in higher fixed, labor and variable costs as percentages of
sales consequently creating the gross profit percentage decline. Food costs as a
percentage of sales also increased primarily as a result of the higher cost of
the new lunch and dinner menu items.
Selling, general and administrative expense increased $8,000, or 1.4%.
17
Restaurant depreciation and amortization expense decreased by $20,000, or 2.1%
during the second quarter of 2003 compared to the same period in the prior year.
During the second quarter of 2003, the Restaurants recorded gains from the sales
of property and buildings totaling $1,053,000.
As a result of the above items, Restaurant operating income increased $129,000,
or 13.0%, during the second quarter ended June 30, 2003 compared to the same
period in the prior year. Excluding the 2003 gains from the sales of property
and buildings, Restaurant operating income decreased $924,000, or 93.0% during
the second quarter of 2003 compared to the same period in the prior year.
Cues Division. Cues's sales increased by $1,268,000, or 17.5%, in the second
quarter of 2003 compared to the same period in the prior year mainly due to an
increase in sales of truck-mounted systems. The gross profit percentage
increased 2.2%, resulting in a gross profit increase of $534,000, or 26.9%, in
the second quarter of 2003 compared to the same period in the prior year. The
increase in the gross profit percentage was primarily the result of the more
favorable mix of products sold. Selling, general and administrative expense
decreased $104,000, or 5.8%, in the second quarter of 2003, compared to the
corresponding period in the prior year primarily due to a reduction in
international selling expense and a reduction in domestic salary expense and
benefits. Depreciation and amortization expense decreased $31,000, or 23.1% in
the second quarter of 2003. As a result of the above items, operating income
increased by $669,000, or 1,174%, in the second quarter of 2003 compared to the
same period in 2002.
Corporate. Corporate general and administrative expenses increased by $129,000,
or 37.5%, during the second quarter of 2003 compared with the same period in
2002 due to the increase in bank fees, including the $250,000 fee paid to WFF in
June 2003.
Income Taxes. During the second quarter of 2003, the Company recorded a
consolidated income tax expense of $291,000 compared to a consolidated tax
expense of $26,000 in the second quarter of 2002. The increase in the tax
expense resulted primarily from the increase in profit during the second quarter
of 2003.
Earnings (Loss) Per Share. The basic and diluted income per share for the second
quarter ended June 30, 2003 were both $.13 per share. The basic and diluted
weighted average number of shares outstanding for the three months ended June
30, 2003 were both 4,012,000. For the second quarter of 2002, the basic and
diluted loss per share were both $.07 per share, and there were basic and
diluted weighted average shares of Common Stock outstanding of 4,028,000. The
average market price for the second quarter of 2003 was $3.16 compared to an
average of $7.52 in the corresponding period of 2002.
Liquidity and Capital Resources
Available Resources. The Company's consolidated cash positions at June 30, 2003
and December 31 2002, were $1,013,000 and $777,000, respectively. The Company
has a cash management system whereby cash generated by operations is used to
reduce bank debt. The reduction of outstanding debt provides the Company with a
reduction in interest expense greater than the interest income that cash could
18
safely earn from alternative investments. Working capital needs, when they
arise, are met by daily borrowings.
Under the terms of its April 22, 2002 Amended and Restated Loan and Security
Agreement ("Credit Agreement") with Bank of America, N.A. ("BofA"), which BofA
assigned to Wells Fargo Foothill, Inc. ("WFF"), in June 2003, the Company is
required to meet certain financial and other qualitative covenants. These
financial covenants include minimum earnings before interest, taxes,
depreciation and amortization ("EBITDA"), the maintenance of certain quarterly
net worth amounts and restrictions on capital expenditures. On December 30, 2002
and January 31, 2003, under amendments to the Credit Agreement, the Company
converted its outstanding Orange County Industrial Development Authority,
Industrial Development Revenue Bonds (ELXSI Project), Series 1997 into a second
term loan under the Credit Agreement due June 30, 2003. At December 31, 2002,
the Company was in violation of the funded debt to EBITDA covenant and other
non-financial covenants under the Credit Agreement, and therefore, was in
default under the provisions of the Credit Agreement. On January 31, 2003, the
Company and BofA entered into an amendment to the Credit Agreement, which
provided a waiver from BofA of all 2002 covenant violations. This amendment also
included, among other provisions, the following terms, which represented changes
from the Credit Agreement: (1) an extension of the maturity date of all BofA
debt to June 30, 2003 with the payment of a $50,000 extension fee; (2) interest
on all BofA's debt at BofA's prime rate plus 3.5%; (3) an increase in the
interest rate on April 30, 2003 to BofA's prime rate plus 5% and the requirement
to pay a non-refundable $250,000 fee unless the Company obtained by that date an
acceptable loan commitment letter from another lender or hired an investment
banker to sell either of its operating segments; and (4) the establishment of
revised covenants for 2003, including EBITDA, net worth and capital expenditure
covenants.
In June 2003, BofA assigned the Company's Credit Agreement to WFF. At June 30,
2003, the Company was not in compliance with the revised terms and covenants of
the Credit Agreement as amended, as a result of not maintaining the minimum
EBITDA for the six-month period ended June 30, 2003. Consequently, the Company
signed another amendment to the Credit Agreement with WFF under which WFF agreed
to, among other things, (1) extend the maturity date of all debt under the
Credit Agreement until August 29, 2003; (2) waive all applicable covenant
violations by the Company through July 31, 2003; and (3) maintain the interest
rate on all of the debt under the Credit Agreement at WFF's prime rate plus
3.5%. WFF is currently performing due diligence on the Company to determine
whether to enter into a long-term credit facility with the Company. We expect
this due diligence period to last until August 29, 2003. The Company paid WFF
the non-refundable $250,000 fee noted above, which is included in corporate
administrative expense during the three months ended June 30, 2003.
The Credit Agreement contains provisions, which allows WFF to accelerate payment
of the amounts due under the Credit Agreement if it determines that a material
adverse change has occurred in the Company. The December 31, 2002 consolidated
financial statements included an independent auditors' report which indicated
that these provisions raise substantial doubt as to the Company's ability to
continue as a going concern.
The Company's availability under the Credit Agreement was approximately $1.2
million at June 30, 2003.
19
During the first half of 2003, the Company had cash flow from operations of
$1,237,000. This cash flow was generated primarily from inventory reductions and
the gains on the sales of property and buildings, partially offset by an
increase in accounts receivable. The cash flow from operations plus $2,380,000
of proceeds from the sale of properties and $878,000 borrowed on the Company's
bank line of credit funded the purchase of property, buildings and equipment of
$2,355,000, a reduction in long-term debt of $1,877,000, repayments of capital
leases obligations of $27,000 and an increase in cash of $236,000. During the
first half of 2003, current assets increased by $923,000, primarily due to an
increase in deferred tax assets, accounts receivable and cash partially offset
by a decrease in inventory. Current liabilities decreased $568,000 mainly due to
a decrease in bank debt and accounts payable partially offset by an increase in
accrued expenses.
During the first half of 2003, the Company sold the Bickford's Boston
headquarters building for $1.5 million and will lease back the facility for
$50,000 per year during the next three years. Proceeds from the sale were used
to reduce outstanding bank term debt under the Credit Agreement. As a result of
this sale, Bickford's recorded a gain of approximately $1.0 million. This gain
along with other gains totaling $1,053,000 was included in operating profits
during the three and six months ended June 30, 2003. The Company also expects to
collect remaining proceeds totaling $835,000 from the previous sale of
Restaurants in Marlboro, MA and Haverhill, MA during the third and fourth
quarters of 2003. The Company anticipates that these proceeds will also be used
to reduce bank debt under the Credit Agreement.
Future Needs For and Sources of Capital. Management believes that cash generated
by operations plus cash available under the Credit Agreement will be sufficient
to fund operations in the immediate future, including interest and principal
payments on bank debt. Management believes that the bank line of credit and term
loan with WFF under the Credit Agreement will be extended prior to their
maturity dates of August 29, 2003, although no assurances can be given that WFF
will extend the applicable maturity dates or that it will enter into a new
long-term credit agreement with the Company.
Impact of Inflation. Inflationary factors such as increases in food and labor
costs directly affect the Company's operation. Many of the Restaurants'
employees are paid hourly rates related to the federal minimum wage, and,
accordingly, increases in the minimum wage will result in increases in the
Company's labor costs. In addition, the cost of food commodities utilized by the
Company is subject to market supply and demand pressures. Shifts in these costs
may have an impact on the Company's cost of sales. The Company anticipates that
food cost increases can be offset through selective price increases, although no
assurances can be given that the Company will be successful in this regard.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on borrowed
funds, which could affect its results of operations and financial condition. At
June 30, 2003, the Company has approximately $12.2 million in variable,
market-rate based debt outstanding. A 10% increase in interest rates would
result in approximately $100,000 of additional interest expense annually based
on the current borrowing levels.
20
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our Securities Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, as the Company's are designed to do,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
As of June 30, 2003, the Company carried out an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
enabling us to record, process, summarize and report information required to be
included in our periodic SEC filings within the required time period.
There have been no changes in the Company's internal control over financial
reporting that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
21
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required by Item 601 of Regulation S-K.
4.1* Fourth Amendment to Amended and Restated Loan Agreement
dated as of March 31, 2003 between ELXSI, Bickford's
Holdings Company, Inc., Bickford's Family Restaurants,
Inc. and Bank of America, N.A.
4.2* Fifth Amendment to Amended and Restated Loan Agreement
dated as of June 30, 2003 between ELXSI, Bickford's
Holdings Company, Inc., Bickford's Family Restaurants,
Inc. and Wells Fargo Foothill, Inc.
31.1* Certification of Alexander M. Milley Pursuant to Item
601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of David M. Doolittle Pursuant to Item
601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Alexander M. Milley pursuant to Item
601(b)(32) of Regulation S-K, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of David M. Doolittle pursuant to Item
601(b)(32) of Regulation S-K, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
* Filed herewith.
(b) Reports on Form 8-K.
None
22
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 thereunto duly authorized.
ELXSI CORPORATION
-------------------------------------------
(Registrant)
Date: August 14, 2003 /s/ ALEXANDER M. MILLEY
-------------------------------------------
Alexander M. Milley, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2003 /s/ DAVID M. DOOLITTLE
-------------------------------------------
David M. Doolittle, Vice President,
Treasurer, Secretary and Chief Financial
Officer (Chief Accounting Officer and
Principal Financial Officer)
23