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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 September 28, 2012
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 CORPORATION
(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]
 
 

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 October 31, 2012 was 11,089,199.
 

 
1

 
 
 

Evans & Sutherland Computer Corporation

Quarter Ended September 28, 2012

   
Page No.
     
 
PART I – FINANCIAL INFORMATION
 
     
 
     
 
     
 
     
 
     
 
     
     
     
 
PART II – OTHER INFORMATION
 
     
     
     
SIGNATURE   18
 

 
 
PART I – FINANCIAL INFORMATION
 
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 1.  
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
(Unaudited) (In thousands, except share and per share data)

   
September 28,
   
December 31,
 
   
2012
   
2011
 
ASSETS
 
Current assets:
           
Cash and cash equivalents
  $ 1,496     $ 3,932  
Restricted cash
    780       1,062  
Marketable securities
    840       1,666  
Accounts receivable, less allowances for doubtful receivables of $323
               
and $470, respectively
    3,752       4,040  
Costs and estimated earnings in excess of billings on uncompleted contracts
    1,966       1,456  
Inventories, net
    3,971       3,624  
Prepaid expenses and deposits
    401       720  
Total current assets
    13,206       16,500  
Property, plant and equipment, net
    7,872       8,303  
Goodwill
    635       635  
Definite-lived intangible assets, net
    182       224  
Other assets
    2,232       1,828  
Total assets
  $ 24,127     $ 27,490  
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
Current liabilities:
               
Accounts payable
  $ 1,038     $ 1,490  
Accrued liabilities
    1,481       1,749  
Billings in excess of costs and estimated earnings on uncompleted contracts
    2,283       3,438  
Customer deposits
    3,470       2,834  
Current portion of retirement obligations
    519       560  
Current portion of long-term debt
    164       155  
Total current liabilities
    8,955       10,226  
Pension and retirement obligations, net of current portion
    32,366       32,513  
Long-term debt, net of current portion
    5,145       5,136  
Deferred rent obligation
    1,502       1,480  
Total liabilities
    47,968       49,355  
Commitments and contingencies
               
Stockholders' deficit:
               
Preferred stock, no par value: 10,000,000 shares authorized;
               
no shares outstanding
    -       -  
Common stock, $0.20 par value: 30,000,000 shares authorized;
         
 11,441,666 shares issued
    2,288       2,288  
Additional paid-in capital
    54,458       54,433  
Common stock in treasury, at cost: 352,467 shares
    (4,709 )     (4,709 )
Accumulated deficit
    (48,941 )     (46,746 )
Accumulated other comprehensive loss
    (26,937 )     (27,131 )
Total stockholders' deficit
    (23,841 )     (21,865 )
Total liabilities and stockholders' deficit
  $ 24,127     $ 27,490  

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

 
 
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
(Unaudited) (In thousands, except per share data)
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 28,
   
September 30,
   
September 28,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Sales
  $ 5,359     $ 6,909     $ 17,922     $ 19,128  
Cost of sales
    3,299       4,765       11,387       13,229  
    Gross profit
    2,060       2,144       6,535       5,899  
Operating expenses:
                               
    Selling, general and administrative (excluding pension)
    1,658       1,381       4,409       4,062  
    Research and development
    662       703       1,926       2,189  
    Pension
    590       541       1,699       1,486  
        Total operating expenses
    2,910       2,625       8,034       7,737  
        Operating loss
    (850 )     (481 )     (1,499 )     (1,838 )
Other expense, net
    (200 )     (170 )     (601 )     (433 )
Loss on condemnation of property
    -       (608 )     -       (608 )
Loss before income tax provision
    (1,050 )     (1,259 )     (2,100 )     (2,879 )
    Income tax provision
    (21 )     (24 )     (95 )     (91 )
        Net loss
  $ (1,071 )   $ (1,283 )   $ (2,195 )   $ (2,970 )
 
Net loss per common share – basic and diluted
  $ (0.10 )   $ (0.12 )   $ (0.20 )   $ (0.27 )
                                 
Weighted average common shares outstanding – basic and diluted
    11,089       11,089       11,089       11,089  
                                 
Comprehensive Loss
                               
Net loss
  $ (1,071 )   $ (1,283 )   $ (2,195 )   $ (2,970 )
    Unrealized gain (loss) on marketable securities
    90       (316 )     194       (313 )
        Comprehensive loss
  $ (981 )   $ (1,599 )   $ (2,001 )   $ (3,283 )
                                 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
 
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
(Unaudited) (In thousands)

   
Nine Months Ended
 
   
September 28,
   
September 30,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net loss
  $ (2,195 )   $ (2,970 )
Adjustments to reconcile net loss to net cash provided by (used in)
 operating activities:
         
     Depreciation and amortization
    569       737  
     Loss on condemnation of property
    -       608  
     Other
    766       508  
     Change in assets and liabilities:
               
     Decrease in restricted cash
    282       50  
     Decrease in accounts receivable, net
    362       1,872  
     Increase in inventories
    (632 )     (614 )
     Decrease (increase) in costs and estimated earnings in excess of billings
        on uncompleted contracts
    (1,665 )     1,464  
     Decrease (increase) in prepaid expenses and deposits
    (472 )     115  
     Decrease in accounts payable
    (452 )     (68 )
     Decrease in accrued liabilities
    (246 )     (1,197 )
     Increase (decrease) in pension and retirement obligations
    (188 )     399  
     Increase in customer deposits
    636       1,458  
   Net cash provided by (used in) operating activities
    (3,235 )     2,362  
                 
Cash flows from investing activities:
               
Purchases of property, plant and equipment
    (96 )     (196 )
Proceeds from sale of marketable securities
    1,011       466  
       Net cash provided by investing activities
    915       270  
                 
Cash flows from financing activities:
               
Net principal payments on line-of-credit agreement
    -       (500 )
Principal payments on long-term debt
    (116 )     (111 )
        Net cash used in financing activities
    (116 )     (611 )
                 
Net increase (decrease) in cash and cash equivalents
    (2,436 )     2,021  
Cash and cash equivalents as of beginning of the period
    3,932       1,024  
Cash and cash equivalents as of end of the period
  $ 1,496     $ 3,045  
                 
Supplemental Disclosures of Cash Flow Information:
               
Cash paid for interest
  $ 405     $ 410  
Cash paid for income taxes
    43       57  
                 
Non-cash investing and financing activities:
               
Unrealized gain (loss) on marketable securities
  $ 194     $ (313 )
                 
 
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


The accompanying unaudited condensed consolidated financial statements of Evans & Sutherland Computer Corporation and subsidiaries (collectively, the “Company” and “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, 2011.

The accompanying unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss, 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 periods ended September 28, 2012 are not necessarily indicative of the results to be expected for the full year ending December 31, 2012.  The Company operates on a calendar year-end with the first three fiscal quarters ending on the last Friday of the calendar quarter.
 
Revenue Recognition

Sales include revenues from system hardware that includes 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) to its estimate of total anticipated costs.   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.  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 three to six months.

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 costs of sales are recognized in equal, offsetting amounts as contract costs are incurred and do not generate further gross profits.

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 Loss Per Common Share

Basic net loss per common share is computed based on the weighted-average number of common shares outstanding during the period.  Diluted net loss per common share is computed based on the weighted-average number of common shares without consideration to common stock equivalents outstanding during the period as their effect would be anti-dilutive, thereby decreasing the net loss per common share.  Stock options are considered to be common stock equivalents. When the Company incurs a loss, there are no dilutive common stock equivalents.  Potentially dilutive securities from stock options are discussed in Note 3.

Inventories, net
 
Inventories consisted of the following:
   
September 28,
   
December 31,
 
   
2012
   
2011
 
             
Raw materials
  $ 3,990     $ 4,767  
Work-in-process
    510       547  
Finished goods
    2,017       571  
Reserve for obsolete inventory
    (2,546 )     (2,261 )
Inventories, net
  $ 3,971     $ 3,624  

Liquidity

Recurring losses have produced negative cash flows from operating activities which, along with recent increases in the Company’s net pension liability, have accumulated a total stockholders’ deficit of $23,841 as of September 28, 2012. This has negatively affected liquidity and capital resources. The pressure on near term liquidity and capital resources continues but has lessened since cost reductions that have improved the results of operations. The Company has little control over the primary factors affecting the net pension liability which include market interest rates, investment returns and actuarial estimates. The Company believes existing sources of liquidity and results of operations will adequately fund its obligations through 2012 and into 2013. This will continue to depend on a sufficient stream of new customer orders with adequate progress payments to produce cash from operating activities. For the longer term, in addition to results of operations, the factors affecting the net pension liability along with legislation which determines the timing of its payment will affect liquidity demands. There can be no assurance that the Company will be successful in its efforts to meet all of its obligations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2.
FAIR VALUE MEASUREMENTS
 
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs according to valuation methodologies used to measure fair value:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data.
Level 3—Unobservable inputs which are supported by little or no market activity.

 
7

 
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

 
 
The Company’s marketable securities are classified within Level 1 because the underlying investments have readily available market prices.  Marketable securities measured at fair value on a recurring basis are summarized below:

September 28, 2012
 
Total
   
Level 1
   
Level 2
   
Level 3
 
                         
  Mutual funds – equity securities
  $ 638     $ 638     $ -     $ -  
  Mutual funds – debt securities
    155       155       -       -  
  Money market mutual funds
    47       47       -       -  
  Total
  $ 840     $ 840     $ -     $ -  
                                 

December 31, 2011
 
Total
   
Level 1
   
Level 2
   
Level 3
 
                         
  Mutual funds – equity securities
  $ 1,301     $ 1,301     $ -     $ -  
  Mutual funds – debt securities
    314       314       -       -  
  Money market mutual funds
    51       51       -       -  
  Total
  $ 1,666     $ 1,666     $ -     $ -  
                                 

3.
STOCK OPTION PLAN
 
As of September 28, 2012, options to purchase 1,600,712 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 nine months ended September 28, 2012 follows (shares in thousands):

         
Weighted-
 
         
Average
 
   
Number
   
Exercise
 
   
of Shares
   
Price
 
             
Outstanding at beginning of the period
    1,151     $ 3.74  
Granted
    101       0.23  
Exercised
    -       -  
Forfeited or expired
    (90 )     6.59  
Outstanding at end of the period
    1,162       3.22  
                 
Exercisable at end of the period
    994     $ 3.68  


As of September 28, 2012, options exercisable and options outstanding had a weighted average remaining contractual term of 4.1 and 4.8 years, respectively, and no aggregate intrinsic value.

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 nine months of 2012, were based on estimates at the date of grant as follows:

 
8

 
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

 
 
Risk-free interest rate
    0.36 %
Dividend yield
    0.00 %
Volatility
    396.00 %
Expected life (in years)
    3.50  
 
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 September 28, 2012, there was approximately $28 of total unrecognized share-based compensation cost related to grants under the plan that will be recognized over a weighted-average period of 2.2 years.

Share-based compensation expense included in selling, general and administrative (excluding pension) expense in the statements of operations and comprehensive loss for the three and nine months ended September 28, 2012 was approximately $8 and $25, respectively.  Share-based compensation expense included in selling, general and administrative (excluding pension) expense in the statements of operations and comprehensive loss for the three and nine months ended September 30, 2011 was approximately $14 and $35, respectively.

 
9

 
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)



4.
EMPLOYEE RETIREMENT BENEFIT PLANS
 
Components of Net Periodic Benefit Expense
 
   
Pension Plan
   
Supplemental Executive Retirement Plan
 
For the three months ended:
 
September 28, 2012
   
September 30, 2011
   
September 28, 2012
   
September 30, 2011
 
                         
Service cost
  $ -     $ -     $ -     $ -  
Interest cost
    467       527       52       64  
Expected return on assets
    (454 )     (501 )     -       -  
Amortization of actuarial loss
    171       109       14       9  
Amortization of prior year service cost
    -       -       (12 )     (12 )
Settlement charge
    352       345       -       -  
Net periodic benefit expense
  $ 536     $ 480     $ 54     $ 61  

   
Pension Plan
   
Supplemental Executive Retirement Plan
 
For the nine months ended:
 
September 28, 2012
   
September 30, 2011
   
September 28, 2012
   
September 30, 2011
 
                         
Service cost
  $ -     $ -     $ -     $ -  
Interest cost
    1,402       1,582       155       193  
Expected return on assets
    (1,361 )     (1,502 )     -       -  
Amortization of actuarial loss
    511       322       42       27  
Amortization of prior year service cost
    -       -       (36 )     (36 )
Settlement charge
    986       900       -       -  
Net periodic benefit expense
  $ 1,538     $ 1,302     $ 161     $ 184  
 
 
Employer Contributions
 
In the first nine months of 2012, the Company paid $1,484 to the pension trust. An additional amount of $345 is due in 2012. Preliminary estimates under current regulations indicate payments totaling $1,741 will become due through the end of 2013.

The Company is not currently required to fund the Supplemental Executive Retirement Plan (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 $519 in the next 12 months.

5.
CONDEMNATION OF PROPERTY
 
In 2011, Rocky Mountain Power (“RMP”), a public utility company, took possession of a portion of the Company’s real estate interest (the “Substation”) by way of a decree of condemnation so that RMP may repurpose the Substation for public use.  The Company’s interest in the Substation is governed by a series of agreements (the “Agreements”) with Wasatch Research Park I, LLC (“Wasatch”), which owned legal title of the Substation. In 2011, RMP offered and paid Wasatch $231 as compensation for the substation and the Company recorded a loss on the
 

 
10

 
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

 
 
disposal of the substation based on the consideration it received from Wasatch for the Company’s interest in the Substation pursuant to the Agreements. The Company and Wasatch believe that the Substation value is higher than $231 and Wasatch, with the cooperation of the Company, is pursuing increased compensation from RMP through negotiation and legal proceedings. The Agreements provide that the Company and Wasatch will share equally in any proceeds in excess of the $231 less legal expenses. In the event that RMP pays additional compensation for the Substation to Wasatch, the Company will record a gain from the disposal of property to the extent of its share of the additional compensation it is entitled to under the Agreements. The Company is uncertain as to the final outcome of this matter.
 
 
 
 
 
The following discussion should be read in conjunction with the condensed consolidated financial statements and 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 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

Sales for the third quarter and first nine months of 2012 were lower than the comparable periods of 2011; however, the gross profit percentage improved in 2012 and offset most of the negative consequences of lower sales. As a result, the 2012 gross profit contribution for the third quarter decreased only slightly while it improved for the nine-month period compared to 2011. Lower sales in 2012 were attributable to lower than expected new sales bookings. The improved gross profit in 2012 was attributable to improved performance on customer projects resulting in stronger than usual gross profit percentage in 2012 contrasted with poor performance on a few difficult customer projects in 2011. Gross profits were strengthened in the third quarter of 2012 due to international sales; however, these sales required agent sales commissions which increased selling expense that offset part of the gross profit benefit. New customer bookings improved slightly in the third quarter of 2012 but were still less than expected.  As a result, the sales backlog of $15,625 as of September 28, 2012 was a slight improvement compared to June 29, 2012 but was still less than the $17,449 sales backlog as of December 31, 2011.  While the sales backlog is low compared to recent history, sales prospects remain strong and the low bookings appear attributable to the timing of customer decisions rather than lost sales opportunities. For this reason, we remain hopeful that the sales backlog will recover with stronger bookings for the remainder of 2012. We have enjoyed continued success in the existing markets we serve but have found it challenging to find opportunities for significant sales growth due to our current resource limitations and the worldwide economic environment.
 
Operating expenses in the first nine months of 2012 increased compared to the same period in 2011 due to an increase in the amount of selling and pension expenses.  The increase in selling expenses was attributable to international sales commissions and marketing activities related to a bi-annual industry conference. Pension expense for 2012 was higher due to greater lump-sum distributions in 2012 and other actuarial estimates.  We continue to evaluate ways to further reduce our overhead structure and operating expenses but expect less in future reductions as the changes in the past two years consumed most of the cost cutting opportunities.
 
As a result of our expectations for sales and operating expenditures, we do not expect to achieve net income for the remainder of 2012. Although we expect to incur a loss for 2012 we continue to believe that our annualized results can reach close to breakeven under our existing cost structure with the return to sales levels comparable to 2011.
 

 
 
Based on current prospects, it still appears this level of sales is possible in 2013.  We continue to evaluate alternative strategies that will enable us to reach our goal of sustained profitability.
 
As a result of the net loss, partially offset by some unrealized gains on marketable securities, in the first nine months of 2012, our stockholders’ deficit increased to $23,841 as of September 28, 2012 compared to $21,865 as of December 31, 2011. The measurement of the pension obligation and return on the pension trust assets could also increase or reduce the stockholders’ deficit dependent on many factors such as market interest rates, investment returns and actuarial estimates. The pension liability is the largest component of our stockholders’ deficit and continues to pressure liquidity requirements. In the first nine months of 2012 we paid $1,484 to the pension trust. An additional amount of $345 is due to the pension trust in 2012. Preliminary estimates under current regulations indicate payments totaling $1,741 will become due to the pension trust throughout 2013. Future payment requirements to the pension trust will depend on several factors including investment returns, market interest rates, actuarial results, and the evolving rules and interpretations of legislation intended to defer the funding of pension obligations over a longer period. We continue to believe that existing sources of liquidity and cash generated from operating activities will adequately fund our obligations through 2012 and into 2013.  Over the long term, the elimination of our stockholders’ deficit and funding of our obligations will continue to depend on a combination of profits from operations and the factors affecting the net pension liability.

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, 2011.  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:

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 28, 2012
   
September 30, 2011
   
September 28, 2012
   
September 30, 2011
 
Sales
  $ 5,359     $ 6,909     $ 17,922     $ 19,128  
                                 
Sales reported for the three and nine-month periods of 2012 were lower than the prior year by 22% and 6%, respectively. This decrease reflects a slowdown in new customer orders during first nine months of 2012.  We expect higher sales and new customer orders in the fourth quarter of 2012.  As of September 28, 2012, our revenue backlog remained steady at $15,625 compared to $15,375 as of the end of the previous quarter June 29, 2012 but remains lower than the $17,449 backlog as of December 31, 2011.

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

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 28, 2012
   
September 30, 2011
   
September 28, 2012
   
September 30, 2011
 
Gross profit
  $ 2,060     $ 2,144     $ 6,535     $ 5,899  
Gross profit percentage
    38 %     31 %     36 %     31 %


Our gross profit for the three and nine-month periods of 2012 was higher than the same periods of the prior year partly due to improved cost management on several customer contracts and international sales with higher gross profits accompanied by agent sales commissions. This resulted in higher gross profit percentages in the periods presented for 2012 as compared to recent history. Also cost overruns on two contracts during the same periods of 2011 contributed to the contrast with 2012.



Operating Expenses
 
The following table summarizes our operating expenses:

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 28, 2012
   
September 30, 2011
   
September 28, 2012
   
September 30, 2011
 
Selling, general and
    administrative (excluding
    pension)
  $ 1,658     $ 1,381     $ 4,409     $ 4,062  
Research and development
    662       703       1,926       2,189  
Pension
    590       541       1,699       1,486  
    Total operating expenses
  $ 2,910     $ 2,625     $ 8,034     $ 7,737  


Operating expenses for three and nine months ended September 28, 2012 were higher than the same periods in 2011.  Selling, general and administrative (excluding pension) increased primarily due to international sales commissions and, to a lesser extent, increased marketing activities. The increased marketing activities were related to our regular sponsorship and participation in a bi-annual international conference of planetarium users. Research and development expenses were lower than the prior year due to redirecting some of the Company’s resources to marketing, customer support and show productions.  Pension expense for 2012 was higher than 2011 due to higher settlement charges resulting from increased estimates for lump-sum distributions in 2012 and other actuarial estimates.


Other Expense, net

The following table summarizes our other expense:

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 28, 2012
   
September 30, 2011
   
September 28, 2012
   
September 30, 2011
 
Total other expense, net
  $ 200     $ 170     $ 601     $ 433  


For the first nine months of 2012, other expense, net, increased primarily due to higher realized losses on marketable securities in 2012 compared to 2011.

Loss on Condemnation of Property

As more fully described in Note 5 to the condensed consolidated financial statements, we recorded a loss on condemnation of property of $608 in the third quarter of 2011. The loss was recorded based on the offer of fair value in the amount of $231 made for the property by Rocky Mountain Power (“RMP”), a public utility company. We are disputing this amount through negotiation and legal proceedings, as we believe the fair value is higher than $231. Even the minimum consideration we would receive for the property will have a positive impact on near-term liquidity and cash flows since the loss of the property is not expected to have an adverse impact on our near-term operations. For the longer-term, we expect our power costs will be greater than they would have been had we retained ownership of the property; however, we do not believe the higher power costs will have a materially adverse affect on the future results of operations.
 
 


Liquidity and Capital Resources

Cash Flows

In the first nine months of 2012, the $3,235 of cash used by operating activities was attributable to $2,375 of cash absorbed by changes in working capital and $860 absorbed by the net loss for the period, after the effect of $1,335 of non-cash items. Most of the cash absorbed by changes in working capital was driven by customer contract activity as progress payments did not keep pace with cost and earnings reported during the period.

In the first nine months of 2011, the $2,362 of cash provided by operating activities was primarily attributable to $3,479 of cash provided by changes in working capital offset by $1,117 absorbed by the net loss for the period, after the effect of $1,853 of non-cash items.

The contrasting cash effect from the changes in working capital between the two periods presented is significant but is within the range of fluctuations that is expected from the varying progress payment terms experienced with our customer contracts.

Cash provided by investing activities was $915 in the first nine months of 2012 compared to $270 provided for the same period of 2011. This reflected a larger liquidation of marketable securities in 2012 in the amount of $1,011 compared to $466 in 2011. Other investing activities, which partially offset the cash provided by the sale of marketable securities, consisted of purchases of property, plant and equipment amounting to $96 and $196 in 2012 and 2011, respectively.

In the first nine months of 2012, financing activities used $116 of cash consisting of principal payments on mortgage notes. In the first nine months of 2011, financing activities used $611 of cash consisting of repayment of a $500 balance on a line-of-credit agreement and $111 of principal payments on mortgage notes.

Credit Facilities

The Company is a party to a credit agreement with a commercial bank which permits borrowings of up to $1,100 to fund working capital requirements.  Interest is charged on amounts borrowed at the lender’s prime rate. As of September 28, 2012, there were no borrowings outstanding under the credit agreement.

The Company has a finance arrangement which facilitates the issuance of letters of credit and bank guarantees. Under the terms of the arrangement, we are required to maintain a balance in a specific bank account equal to or greater than the outstanding value of all letters of credit issued, plus other amounts necessary to adequately secure our obligations with the financial institution.  As of September 28, 2012, we had outstanding letters of credit totaling $1,222.  The cash collateral for these letters of credit was classified as $780 of restricted cash and $442 of restricted cash included in other assets.

Mortgage Notes
 
As of September 28, 2012, our wholly owned Spitz subsidiary had obligations totaling $2,747 under its two mortgage notes payable.

Sale-Leaseback Financing

As of September 28, 2012, the principal balance on the debt obligation recorded from the sale-leaseback financing transaction was $2,562.  The cash payment required to repurchase the property on September 28, 2012 was $2,454 consisting of the $2,579 repurchase price under the agreement less a credit for the $125 security deposit. Accordingly, if we had exercised our option to repurchase the property on September 28, 2012, we would have recorded a discount of approximately 4% in the amount of $108 under the $2,562 balance of the debt.

 
 
Trademarks Used In This Form 10-Q

ESLP is a registered trademark of Evans & Sutherland Computer Corporation.  All other products, services, or trade names or marks are the properties of their respective owners.

 
 

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

During the nine-month period ended September 28, 2012, the Company began processing the financial transactions for its parent company on a newly implemented accounting software system. This change was made to reduce costs by transitioning to a system which is better designed for the size and nature of the Company’s business operations.  The Company has made changes to its internal control over financial reporting in connection with this transition to the new accounting software system. There has been no other 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 nine-month period ended September 28, 2012, 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.



 
PART II - OTHER INFORMATION



In the normal course of business, we become involved in various legal proceedings.  Although the final outcome of such proceedings cannot be predicted, 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 periods ended September 28, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the Company specifically incorporates it by reference.
 
 





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:  November 9, 2012      By:      /s/ Paul Dailey  
     
Paul Dailey, Chief Financial Officer
      and Corporate Secretary
      (Authorized Officer)
      (Principal Financial Officer)
 

 
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