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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
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FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to ___________ to ___________
Commission file number 0-11877
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ELXSI CORPORATION
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(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.)
4209 Vineland Road,
Suite J-1, Orlando FL 32711
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code: (407) 849-1090
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Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
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(Title of class)
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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K. [ ]
The approximate aggregate market value of the voting stock held
by non-affiliates of the Registrant, based upon the closing price
of the Common Stock on March 15, 1995, as reported by NASDAQ, was
$21,958,000. On March 15, 1995, the Registrant had outstanding
4,792,334 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of
Shareholders to be held May 18, 1995 are incorporated by
reference into Part III.
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ELXSI CORPORATION (THE "COMPANY") HEREBY AMENDS ITS ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 (THE
"ORIGINAL FORM 10-K") AS SET FORTH HEREIN:
PART 1
ITEM 1. BUSINESS
THE "RESTAURANT EXPANSION AND RENOVATION" SECTION OF THE
"RESTAURANT DIVISION" BUSINESS DISCUSSION, APPEARING ON PAGES 4
AND 5 OF THE ORIGINAL FORM 10-K, IS AMENDED IN ITS ENTIRETY TO
READ AS FOLLOWS (WITH THE CHANGES AS COMPARED TO THE
CORRESPONDING SECTION OF THE ORIGINAL FORM 10-K BEING MARKED):
Restaurant Division
Restaurant Expansion and Renovation
Prior to their acquisition by ELXSI, the Restaurants had to fund
their expansion exclusively from operations. The owner of the
restaurants prior to Marriott had been adding an average of two
new units per year until 1988, when Marriott purchased the chain;
however no units were added during the Marriott ownership period.
The average capital expenditure for the last two full years
during the Marriott ownership of Bickford's was $428,000. The
acquisition by ELXSI afforded an opportunity to renovate the
Bickford's Restaurants. Capital expenditures during the years
ended December 31, 1994, 1993 and 1992 were as follows:
1994 1993 1992
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Expansion $ 485,000 $ 914,000 $ 336,000
Conversion 86,000 -- 286,000
Purchase Leased
Property 346,000 -- --
Renovation 95,000 289,000 184,000
Refurbishment &
Equipment 1,003,000 463,000 491,000
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$2,015,000 $1,666,000 $1,297,000
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The Company currently plans to spend $1,050,000 for renovations,
refurbishments and equipment replacements and $900,000 for
expansion at Restaurants during 1995. Management believes that
earnings from operations will be sufficient to fund this planned
expansion and renovation program.
The Company believes that increased profitability of the
Restaurants will come mainly from gaining market share by
continuing its programs to improve food products and service, and
through its programs of remodeling existing units, opening new
units and to a lesser extent, from price increases. The Company
believes that it is partially due to the foregoing that sales at
the original thirty Bickford's Restaurants have increased 6.1% in
1994 (including a 53rd week), 5.8% in 1993 and 7.4% in 1992, in
each case, over the prior year's sales: customer counts at the
original thirty Bickford's Restaurants have increased 1.5% in
1994 (including a 53rd week), 3.9% in 1993 and 1.1% in 1992, in
each case, over the prior year's counts: sales at same
Restaurants, including the five converted and one remaining
Howard Johnson's units, increased by 5.8% in 1994 (including a
53rd week) and 5.9% in 1993, in both cases, over the prior year's
sales, and customer counts at same Restaurants increased
1.2% in 1994 (including a 53rd week) and 4.3% in 1993, in both
cases, over the prior year's counts.
The Company takes an opportunistic approach to expansion.
Management evaluates both purchase and lease opportunities, and,
in most instances, new Restaurants will be opened utilizing
leased properties. The Company will open a new Restaurant only
if it can reasonably be expected to meet the Company's return on
investment criteria.
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THE SECTION UNDER THE HEADING "RESULTS OF OPERATIONS", APPEARING
ON PAGE 12 OF THE ORIGINAL FORM 10-K, IS AMENDED IN ITS ENTIRETY
TO READ AS FOLLOWS (WITH THE CHANGES AS COMPARED TO THE
CORRESPONDING SECTION OF THE ORIGINAL FORM 10-K BEING MARKED):
RESULTS OF OPERATIONS
See Note 1 to the Consolidated Financial Statements for
background on the Company. In July 1989, the Company announced a
major restructuring of its operations and the termination of
ELXSI's development of large scale multiprocessor computer
systems and cessation of manufacturing operations at its facility
in San Jose, California.
The Company sold stock, notes and warrants to a group of
investors in connection with its restructuring efforts. See
"Restructuring" below for a more detailed discussion of this
sale. Following the sale, the Company withdrew from the computer
business and now intends to continue an active program of
identifying, acquiring and managing middle market companies.
Both the Company's corporate functions and Cues Division have
fiscal years consisting of four calendar quarters ending on
December 31. The Restaurant Division's fiscal years consist of
four 13-week quarters (and, accordingly, one 52-week period)
ending on the last Saturday in December closest to the 31;
however, this requires that every six or seven years
the Restaurant Division add an extra week at the end of the
fourth quarter and fiscal year.
With respect to recently issued accounting standards, including
SFAS 121, management does not anticipate that such standards will
have any material effect on the Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTE 12 TO THE FINANCIAL STATEMENTS INCLUDED IN THE ORIGINAL FORM
10-K, APPEARING ON PAGES F-18 AND F-19 THEREOF, IS AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS (WITH THE CHANGES AS COMPARED TO THE
CORRESPONDING SECTION OF THE ORIGINAL FORM 10-K BEING MARKED):
NOTE 12. Common Stock Options and Warrants
Common Stock Options. At December 31, 1994, the Company had a
total of 520,187 common shares reserved for issuance under its
stock option plans. Options under the Company's plans are
granted at prices determined by the Board of Directors, but not
less than the fair market value of the Common Stock on the date
of grant. Options generally become exercisable in cumulative
annual installments beginning one year after the date of grant,
are fully exercisable after five years, and expire after 10
years. During 1993, stockholders approved the 1993 Incentive
Stock Option Plan (the "Plan") consisting of 300,000 shares.
Under the Plan 140,000 and 100,400 shares were granted at
exercises price of $5.75 and $5.375 per share in 1994 an 1993,
respectively. The shares become exercisable on November 19, 1994
and March 8, 1994, respectively. During the year ended December
31, 1992, the Company granted stock options for the purchase of
100,000 shares at an exercise price of $5.00 per share. The
grant became fully exercisable when ratified by the Company's
Stockholders at its annual meeting dated May 27, 1993.
Activity in the Company's Common Stock option plans, adjusted for
the one-for-twenty-five reverse stock split, are summarized
below:
Shares Option Prices
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Outstanding at December 31, 1992 21,398 $3.125 - $26.50
Granted 200,400 $5.00 - $5.375
Exercised --
Cancelled (1,198) $7.75 - $25.00
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Outstanding at December 31, 1993 220,600 $3.125 - $26.50
Granted 140,000 $5.75
Exercised (18,400)
Cancelled -- -
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Outstanding at December 31, 1994 342,200 $3.125 - $26.50
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Options available for grant under all of the these plans total
177,987 shares and 299,587 shares at December 31, 1994 and 1993,
respectively.
Warrants. At December 31, 1994, the Company had a total of
511,124 common shares reserved for issuance pursuant to the
warrants as follows:
In connection with the acquisition of Cues (see Note 3), the
Company issued a warrant to purchase 68,762 shares of the
Company's Common Stock to the former parent of Cues. The
warrants remain unexercised at December 31, 1993 and, have an
exercise price of $4.36 per share, are currently exercisable and
expire on January 31, 1997.
In connection with the Stock and Note Purchase Agreement (see
Note 6), the Company issued warrants to acquire up to an
aggregate of 1,204,000 shares of the Company's Common Stock to
private investors in 1989. On December 8, 1994, the Company
repurchased the warrant for 761,638 shares from Airlie for $2.125
per share. The remaining 442,362 warrants remain unexercised at
December 31, 1994, are currently exercisable, expire on September
25, 1996 and have an exercise price of $3.125 per share.
In connection with a 1987 private placement of Common Stock, the
Company issued fully paid warrants to acquire up to an aggregate
of 86,154 shares of the Company's Common Stock. These warrants
were exercised during 1993.
Phantom Option Plan. The phantom stock option plan was
implemented in 1992 as a long term incentive plan for four key
Bickford's employees. At the inception of the plan, the group
paid an initial investment totalling approximately $116,000.
Each participant is entitled to receive, upon exercise, a cash
payment equal to his individual vested percentage of the
appraised value of Bickford's, as defined, less the balance of
his exercise price payable upon exercise. All of the phantom
stock options were granted in 1992 and vested or will vest on
each July 1 as follows: 2.8% in 1991; 3.4% in 1992; 3.4% in 1993;
3.4% in 1995; and .9% in 1996. When full vesting occurs on July
1, 1996, the group, as a whole, will have phantom stock option
rights with respect to 13.9% of the appraised value of
Bickford's, as defined. For each one percent of vested rights
exercised the participant is required to pay an exercise price of
$74,000 (less his initial investment). The phantom stock options
may be exercised on the earliest of July 1, 2001, the termination
of the employees' employment or the sale of the Restaurant
division. During 1994, 1993 and 1992, the Company recorded
compensation expense related to the phantom stock option plan of
$300,000, $250,000 and $130,000, respectively.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
FORM 8-K
(a) Documents filed as part of this report
3. Exhibits
99.1 Report of Independent Accountants
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ELXSI CORPORATION
BY:/s/ Alexander M. Milley
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Alexander M. Milley
Chairman of the Board,
President and Chief
Executive Officer
Dated: August 24, 1995
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ELXSI Corporation
Exhibit Index
1994 - Form 10-K/A
99.1 Consent of Price Waterhouse LLP
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EXHIBIT 99.1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
ELXSI Corporation
In our opinion, the consolidated financial statements listed in
the index appearing under Item 14(a)(1) and (2) on page 24,
present fairly, in all material respects, the financial position
of ELXSI Corporation and its subsidiary at December 31, 1994 and
1993, and the results of their operations and their cash flows
for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of
the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
Price Waterhouse LLP
Orlando, Florida
March 24, 1995
