UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 March 31, 2017

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 001-14677  

__________________________________________________

 

EVANS & SUTHERLAND COMPUTER CORP

(Exact Name of Registrant as Specified in Its Charter)

 

Utah

(State or Other Jurisdiction of

Incorporation or Organization)

87-0278175

(I.R.S. Employer

Identification No.)

 

770 Komas Drive, Salt Lake City, Utah

(Address of Principal Executive Offices)

 

84108

(Zip Code)

 

Registrant's Telephone Number, Including Area Code:  (801) 588-1000

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes X No ___

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]

Accelerated filer [  ]   

Non-accelerated filer [  ]   (Do not check if a smaller reporting company)

Smaller reporting company [X]

Emerging growth company [  ]

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ___ No X    

 

The number of shares of the registrant’s Common Stock (par value $0.20 per share) outstanding on May 2, 2017 was 11,352,516.


FORM 10-Q

 

Evans & Sutherland Computer Corporation

 

Quarter Ended March 31, 2017

 

 

 

Page No.

 

 

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 (Unaudited)

 

3

 

 

 

 

Condensed Consolidated Statements of Operations for the Three     

      Months Ended March 31, 2017 and April 1, 2016 (Unaudited)

 

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the

       Three Months Ended March 31, 2017 and April 1, 2016

       (Unaudited)

 

5

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

6

 

 

 

Item 2.

Management's Discussion and Analysis of Financial

  Condition and Results of Operations  

 

10

 

 

 

Item 4.

Controls and Procedures

13

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

14

 

 

 

Item 6.

Exhibits

14

 

 

 

SIGNATURE

15


2


PART I – FINANCIAL INFORMATION

 

Item 1.   FINANCIAL STATEMENTS  

 

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share and per share data)

 

 

 

March 31,

 

December 31,

 

2017

 

2016

ASSETS

Current assets:

 

 

 

 

Cash and cash equivalents

 

$ 6,208   

 

$ 6,823   

Restricted cash

 

823   

 

603   

Accounts receivable, net

 

3,356   

 

3,271   

Current portion of lease receivable

 

236   

 

252   

Costs and estimated earnings in excess of billings on uncompleted contracts

 

2,813   

 

3,038   

Inventories, net

 

3,762   

 

3,751   

Prepaid expenses and deposits

 

1,063   

 

902   

Total current assets

 

18,261   

 

18,640   

Long-term lease receivable, net of current portion

 

1,023   

 

1,083   

Property and equipment, net

 

4,629   

 

4,638   

Goodwill

 

635   

 

635   

Intangible assets, net

 

 

 

 

Other assets

 

1,336   

 

1,222   

Total assets

 

$ 25,884   

 

$ 26,218   

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

 

 

 

 

Accounts payable

 

$ 1,167   

 

$ 1,158   

Accrued liabilities

 

1,539   

 

1,400   

Billings in excess of costs and estimated earnings on uncompleted contracts

 

6,209   

 

6,500   

Customer deposits

 

2,038   

 

2,238   

Current portion of retirement obligations

 

507   

 

507   

Current portion of pension settlement obligation

 

382   

 

382   

Current portion of long-term debt

 

214   

 

211   

Total current liabilities

 

12,056   

 

12,396   

Pension and retirement obligations, net of current portion

 

4,287   

 

4,344   

Pension settlement obligation, net of current portion

 

4,886   

 

4,886   

Long-term debt, net of current portion

 

1,709   

 

1,764   

Deferred rent obligation

 

1,125   

 

1,231   

Total liabilities

 

24,063   

 

24,621   

Commitments and contingencies

 

 

 

 

Stockholders’ equity:

 

 

 

 

Preferred stock, no par value: 10,000,000 shares authorized; no shares outstanding

 

 

 

 

Common stock, $0.20 par value: 30,000,000 shares authorized; 11,616,866 and 11,616,866 shares issued, respectively

 

2,323   

 

2,323   

Additional paid-in-capital

 

53,680   

 

53,641   

Common stock in treasury, at cost, 264,350 shares

 

(3,532)  

 

(3,532)  

Accumulated deficit

 

(48,504)  

 

(48,689)  

Accumulated other comprehensive loss

 

(2,146)  

 

(2,146)  

Total stockholders’ equity

 

1,821   

 

1,597   

Total liabilities and stockholders’ equity

 

$ 25,884   

 

$ 26,218   

 

The accompanying notes are an integral part of these condensed consolidated financial statements.


3


EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

( Unaudited ) ( In thousands, except per share data )

 

 

 

Three Months Ended

 

March 31,

 

April 1,

 

 

2017

 

2016

 

 

 

 

 

Sales

 

$ 8,043   

 

$ 7,900   

Cost of sales

 

(5,369)  

 

(5,197)  

    Gross profit

 

2,674   

 

2,703   

Operating expenses:

 

 

 

 

    Selling, general and administrative

 

(1,606)  

 

(1,671)  

    Research and development

 

(701)  

 

(587)  

    Pension

 

(58)  

 

(66)  

         Total operating expenses

 

(2,365)  

 

(2,324)  

 

 

 

 

 

         Operating income

 

309   

 

379   

 

 

 

 

 

Other expense, net

 

(109)  

 

(128)  

Income before income tax provision

 

200   

 

251   

    Income tax provision

 

(15)  

 

(15)  

         Net income

 

$ 185   

 

$ 236   

 

 

 

 

 

Net income per common share – basic and diluted

 

$ 0.02   

 

$ 0.02   

 

 

 

 

 

Weighted average common shares outstanding – basic

 

11,353   

 

11,177   

Weighted average common shares outstanding – diluted

 

12,052   

 

11,801   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.


4


EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)

 

 

 

 

 

Three Months Ended

 

March 31,

 

April 1,

 

 

2017

 

2016

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

Net income

 

$ 185   

 

$ 236   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

Depreciation and amortization

 

64   

 

73   

Provision for excess and obsolete inventory

 

51   

 

60   

Other

 

82   

 

46   

Changes in assets and liabilities:

 

 

 

 

Increase in restricted cash

 

(220)  

 

 

Decrease (increase) in accounts receivable

 

(128)  

 

1,641   

Decrease in lease receivable

 

76   

 

 

Decrease (increase) in inventories

 

(62)  

 

346   

Increase in costs and estimated earnings in excess of billings on uncompleted contracts, net

 

(66)  

 

(53)  

Decrease (increase) in prepaid expenses and other assets

 

(275)  

 

62   

Increase in accounts payable

 

 

 

158   

Increase in accrued liabilities

 

139   

 

291   

Decrease in pension and retirement obligations

 

(57)  

 

(38)  

Decrease in customer deposits

 

(200)  

 

(1,072)  

Decrease in deferred rent obligation

 

(106)  

 

(105)  

Net cash provided by (used in) operating activities

 

(508)  

 

1,645   

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Purchases of property and equipment

 

(55)  

 

(22)  

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Principal payments on long-term debt

 

(52)  

 

(65)  

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(615)  

 

1,558   

Cash and cash equivalents as of beginning of the period

 

6,823   

 

3,734   

Cash and cash equivalents as of end of the period

 

$ 6,208   

 

$ 5,292   

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

Cash paid during the period for:

 

 

 

 

Interest

 

$ 28   

 

$ 42   

Income taxes

 

30   

 

11   

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.


5


EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)


All dollar amounts (except share and per share amounts) in thousands.

 

1.   GENERAL  

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of Evans & Sutherland Computer Corporation and subsidiaries (collectively, the “Company” or “E&S”) have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations, and cash flows, in conformity with U.S. generally accepted accounting principles (“US GAAP”).  This report on Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2016.

 

The accompanying unaudited condensed consolidated balance sheets, statements of operations, and statements of cash flows reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows.  The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017.  The Company operates on a calendar year with the first three fiscal quarters ending on the last Friday of the thirteenth week in the quarter.  

 

Revenue Recognition

 

Sales include revenues from system hardware and the related integrated software, database products and service contracts.  The following methods are used to determine revenue recognition:

Percentage of Completion. In arrangements that are longer in term and require significant production, modification or customization, revenue is recognized using the percentage-of-completion method.  In applying this method, the Company utilizes cost-to-cost methodology whereby it estimates the percent complete by calculating the ratio of costs incurred (consisting of material, labor and subcontracting costs, as well as an allocation of indirect costs) for each contract to its total anticipated costs for that contract.   This ratio is then utilized to determine the amount of gross profit earned based on the Company’s estimate of total gross profit at completion for each contract.  The Company routinely reviews estimates related to percentage-of-completion contracts and adjusts for changes in the period the revisions are made.  Billings on uncompleted percentage-of-completion contracts may be greater than or less than incurred costs and estimated earnings and are recorded as an asset or liability in the accompanying condensed consolidated balance sheets.

 

In those arrangements where software is a significant component of the contract, the Company uses the percentage-of-completion method as described above.


Completed Contract. Contract arrangements which typically require a relatively short period of time to complete the production, modification, and customization of products are accounted for using the completed contract method.  Accordingly, revenue is recognized upon delivery of the completed product, provided persuasive evidence of an arrangement exists, title and risk of loss have transferred to the customer, the fee is fixed or determinable, and collection is reasonably assured.

 

Multiple Element Arrangements.  Some contracts include multiple elements.  Significant deliverables in such arrangements commonly include various hardware components of the Company’s visual display systems, domes, show content and various service and maintenance elements.  Revenue earned on elements such as products, services and maintenance contracts are allocated to each element based on the relative fair values of the elements.  Relative fair values of elements are generally determined based on actual and estimated selling price.  Delivery times of such contracts typically occur within a three to six-month time period.

 

Other.  Other revenue consists primarily of amounts earned under maintenance contracts that are generally sold as a single element.  Revenue from product maintenance contracts, including separately priced extended warranty contracts, is deferred and recognized over the period of performance under the contract.  


6


EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)


Anticipated Losses.  For contracts with anticipated losses at completion, a provision is recorded when the loss is probable.  After an anticipated loss is recorded, subsequent revenues and cost of sales are recognized in equal and offsetting amounts as contract costs are incurred.

 

Stock-Based Compensation

 

Compensation cost for all stock-based awards is measured at fair value on the date of grant and is recognized over the service period for awards expected to vest.  Determining the fair value of share-based awards at the grant date requires judgment, including estimating the value of share-based awards that are expected to be forfeited. Actual results and future estimates may differ from the Company’s current estimates.

 

Net Income Per Common Share

 

Basic net income per common share is computed based on the weighted-average number of common shares outstanding during the period.  Diluted net income per common share is computed based on the weighted-average number of common shares and dilutive common stock equivalents outstanding during the period. Stock options are considered to be common stock equivalents. When the Company incurs a loss, potentially dilutive common stock equivalents are excluded as their effect would be anti-dilutive, thereby increasing the net income per common share. Stock options produced common stock equivalents of 699,134 and 623,958 used to compute diluted net income per share for the three months ended March 31, 2017 and April 1, 2016, respectively.    

 

Inventories, net

Inventories consisted of the following:

 

March 31,

 

December 31,

 

2017

 

2016

 

 

 

 

Raw materials

$ 5,862   

 

$ 5,427   

Work in process

840   

 

1,120   

Finished goods

233   

 

326   

Reserve for obsolete inventory

(3,173)  

 

(3,122)  

Inventories, net

$ 3,762   

 

$ 3,751   

 

 

 

 

 

2.   STOCK OPTION PLAN  

As of March 31, 2017, options to purchase 989,381 shares of common stock under the Company’s stock option plan were authorized and reserved for future grant.  A summary of activity in the stock option plan for the three months ended March 31, 2017 follows (shares in thousands):

 

 

 

 

Weighted-

 

 

 

Average

 

Number

 

Exercise

 

of Shares

 

Price

 

 

 

 

Outstanding as of beginning of the period

1,625   

 

$ 0.88  

Granted

140   

 

1.39  

Exercised

 

 

 

Forfeited or expired

(156)  

 

3.62  

Outstanding as of end of the period

1,609   

 

0.66  

 

 

 

 

Exercisable as of end of the period

1,145   

 

$ 0.51  


7


EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)


As of March 31, 2017, options exercisable and options outstanding had a weighted average remaining contractual term of 5.14 and 6.50 years, respectively, and had an aggregate intrinsic value of $1,145 and 1,441, respectively.

 

The Black-Scholes option-pricing model is used to estimate the fair value of options under the Company’s stock option plan. The weighted average values of employee stock options granted under the stock option plan, as well as the weighted average assumptions used in calculating these values during the first three months of 2017, were based on estimates as of the date of grant as follows:

 

Risk-free interest rate

 

      1.47%

Dividend yield

 

      0.00%

Volatility

 

  176%

Expected life

 

       3.5 years

 

Expected option life and volatility are based on historical data of the Company.   The risk-free interest rate is calculated based on the average US Treasury bill rate that corresponds with the option life.  Historically, the Company has not declared dividends and there are no foreseeable plans to do so.

 

As of March 31, 2017, there was approximately $277 of total unrecognized share-based compensation cost related to grants under the stock option plan that will be recognized over a weighted-average period of 3.07 years.

 

Share-based compensation expense included in selling, general and administrative expense in the statements of operations for each of the three-month periods ended March 31, 2017 and April 1, 2016 was $39 and $25, respectively.


8


EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)


3.   EMPLOYEE RETIREMENT BENEFIT PLANS  

Pension and Retirement Obligations

In 2015, the Company terminated a defined pension plan and settled the resulting liabilities in exchange for a fixed obligation secured by the Company’s assets which requires payment of ten annual installments of $750 to the Pension Benefit Guaranty Corporation due annually on October 31. The Pension Settlement Obligation is recorded net of imputed interest expense at 7%, as a liability on the balance sheet.

 

The Company’s only remaining pension obligation is the Supplemental Executive Retirement Plan (“SERP”).

Employer Contributions

The Company is not currently required to fund the SERP.  All benefit payments are made by the Company directly to those who receive benefits from the SERP.  As such, these payments are treated as both contributions and benefits paid for reporting purposes. The Company expects to contribute and pay SERP benefits of approximately $500 in the next 12 months.  

 

Components of Net Periodic Benefit Expense

 

Supplemental Executive

 

Retirement Plan

 

March 31,

 

April 1,

For the three months ended:

2017

 

2016

 

 

 

 

Interest cost

$ 39  

 

$ 48   

Amortization of actuarial loss

19  

 

21   

Amortization of prior year service cost

-  

 

(3)  

Net periodic benefit expense

$ 58  

 

$ 66   


9



Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes of Evans & Sutherland Computer Corporation and subsidiaries (collectively, the “Company,”  “E&S,” “we,” “us” and “our”) included in Item 1 of Part I of this quarterly report on Form 10-Q.  In addition to the historical information contained herein, this quarterly report on Form 10-Q includes certain "forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the fact they use words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Company’s goals, plans and projections regarding its financial position, results of operations, cash flows, market position, product development, sales efforts, expenses, performance or results of current and anticipated products and the outcome of contingencies such as legal proceedings and financial results, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years.

 

Although the Company believes it has been prudent in its plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. The Company undertakes no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise.

 

All dollar amounts are in thousands.

 

EXECUTIVE SUMMARY

 

The first three months of 2017 produced profitable results comparable to the same period of 2016. Variations in the sales and costs discussed below are within the range normally expected from period to period. The high volume of new orders in the quarter increased the revenue backlog which combined with healthy sales prospects provides a positive outlook for the remainder of 2017 and into 2018. We continue to expect variable but reasonably consistent future sales and gross profits from our current product line at annual levels sufficient to cover or exceed operating expenses and meet our obligations.

 

CRITICAL ACCOUNTING POLICIES  

 

Certain accounting policies are considered by management to be critical to an understanding of our condensed consolidated financial statements.  Their application requires significant management judgment, with financial reporting results relying on estimates about the effect of matters that are inherently uncertain.  A summary of critical accounting policies can be found in our Form 10-K for the year ended December 31, 2016.  For all of these policies, management cautions that future results rarely develop exactly as forecasted, and the best estimates routinely require modification.  

 

RESULTS OF OPERATIONS

 

Sales and Backlog

 

The following table summarizes our sales:


10



 

Three Months Ended

 

March 31,

2017

 

April 1,

2016

 

 

 

 

Sales

$ 8,043  

 

$ 7,900  

 

 

Sales for the first quarter of 2017 were slightly higher than the same period in 2016. The higher 2017 sales were attributable to higher sales of larger planetarium systems which offset a decrease in sales of domes and smaller planetarium systems.  

 

Revenue backlog increased to $26,810 as of March 31, 2017, compared to $24,444 as of December 31, 2016.  The increase in the revenue backlog is attributed to a high volume of new orders booked in the first three months of 2017. Sales prospects support the outlook for an adequate volume of new orders through the remainder of 2017 to maintain sales at an annual level comparable to 2016.  

 

Gross Profit

The following table summarizes our gross profit and the gross profit as a percentage of total sales:

 

 

Three Months Ended

 

March 31,

2017

 

April 1,

2016

 

 

 

 

Gross profit

$ 2,674    

 

$ 2,703    

Gross profit percentage

33%  

 

34%  

 

The variability in the gross profit percentage was due to the mix of products delivered and the types of customer contracts that contributed to the revenue recognized for the periods presented.  

 

Operating Expenses

The following table summarizes our operating expenses:

 

 

Three Months Ended

 

March 31,

2017

 

April 1,

2016

 

 

 

 

Selling, general and

 

 

 

administrative

$ 1,606  

 

$ 1,671  

Research and development

701  

 

587  

Pension

58  

 

66  

Total operating expenses

$ 2,365  

 

$ 2,324  

 

 

Selling, general and administrative expenses were lower in 2017 compared to 2016. This was primarily due to reduced trade show activity and agent commissions.     

 

Research and development expenses were higher in 2017 compared to 2016. This was due primarily to an increase in the use of engineering resources for product improvement projects as opposed to customer delivery activities.

 

Pension expense declined slightly in 2017 compared to 2016 due to a decrease in the interest cost on the SERP.


11



Other Expense, net

 

The following table summarizes our other expense:

 

 

Three Months Ended

 

March 31,

2017

 

April 1,

2016

 

 

 

 

Total other expense, net

$ 109  

 

$ 128  

 

Other expense decreased in 2017 compared to 2016 mainly due to declining interest expense on the Pension Settlement Obligation and mortgage notes.  

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Outlook

As discussed above in the executive summary, we believe existing liquidity resources and funds generated from forecasted revenue will be sufficient to meet our current and long-term obligations. We continue to operate in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures.

Cash Flows

 

In the first three months of 2017, $508 of cash used in operating activities was attributable to $382 of cash provided by the net income for the period, after the effect of $197 of non-cash items plus an unfavorable change to working capital of $890. The change to working capital was driven by increases in inventory and receivables attributable to the timing of billings and new customer orders, an increase in prepaid expenses and restricted cash for performance guarantees on several large contracts, and an increase in accrued liabilities attributable to payroll schedules.

 

In the first three months of 2016, $1,645 of cash provided by operating activities was attributable to $415 of cash provided by the net income for the period, after the effect of $179 of non-cash items plus a favorable change to working capital of $1,230. The change to working capital was driven by the timing of progress payments from customer contracts, a decrease in inventory attributable to customer deliveries, an increase in accounts payable attributable to the timing of purchases, and an increase in accrued expenses attributable to payroll schedules.

 

Cash used in investing activities was $55 for the three months ended March 31, 2017 compared to $22 for the same period of 2016.  Investing activities for both periods presented consisted entirely of property and equipment purchases.  

 

For the three months ended March 31, 2017, financing activities used $52 of cash compared to $65 in 2016 for principal payments on mortgage notes.

 

Line of Credit

 

The Company is a party to a line-of-credit agreement with a commercial bank which permits borrowings of up to $1,100 to fund the working capital requirements of Spitz. Under the line of credit agreement, interest is charged on amounts borrowed at the lender’s prime rate less 0.25%.  Any borrowings under the Credit Agreement are secured by Spitz real and personal property and all of the outstanding shares of Spitz common stock. The line-of-credit agreement and mortgage notes (with the same commercial bank) contain cross default provisions whereby a default on either agreement will result in a default on both agreements. There were no borrowings outstanding under the line-of-credit agreement as of March 31, 2017.


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Letters of Credit

 

Under the terms of financing arrangements for letters of credit, the Company is required to maintain a balance in a specific cash account equal to or greater than the outstanding value of all letters of credit issued, plus other amounts necessary to adequately secure obligations with the financial institutions who issue the letters of credit.  As of March 31, 2017 there were outstanding letters of credit and bank guarantees of $820, which are scheduled to expire during the year ending December 31, 2017.  

 

Mortgage Notes

As of March 31, 2017, Spitz had obligations totaling $1,923 under its two mortgage notes payable.

 

Item 4.   CONTROLS AND PROCEDURES  

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective at the reasonable assurance level such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company are detected.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed above that occurred during the quarter ended March 31, 2017, or subsequent to that date, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process.


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PART II - OTHER INFORMATION

 

 

Item 1.   LEGAL PROCEEDINGS  

 

In the normal course of business, we become involved in various legal proceedings.  Although the final outcome of such proceedings cannot be predicted with certainty, we believe the ultimate disposition of any such proceedings will not have a material adverse effect on our consolidated financial position, liquidity, or results of operations.

 

 

Item 6.   EXHIBITS  

 

31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended, filed herewith.  

31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended, filed herewith.  

32.1   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.  

101   The following materials from this Quarterly Report on Form 10-Q for the period ended March 31, 2017, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.  


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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.

 

 

 

  EVANS & SUTHERLAND COMPUTER CORPORATION  

 

 

 

Date:

May 4, 2017

By:    /s/ Paul Dailey       

 

 

Paul Dailey, Chief Financial Officer

 

 

and Corporate Secretary

 

 

(Authorized Officer)

            

 

(Principal Financial and Accounting Officer)

 

 

 


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