EVANS & SUTHERLAND COMPUTER CORP
10-Q, 1994-05-13
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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<PAGE>
 
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                          ------------------------

                                  Form 10-Q

(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
      EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 1, 1994 or


[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
      EXCHANGE ACT OF 1934 For the Transition Period from          to
                                                          --------     --------

                        Commission File Number 0-8771
                       -------------------------------


                   Evans & Sutherland Computer Corporation
           (Exact name of registrant as specified in its charter)


                   UTAH                               87-0278175
       (State or other jurisdiction of            (I.R.S.  Employer
       incorporation or organization)             Identification No.)


600 Komas Drive, Salt Lake City, Utah                   84108
(Address of principal executive offices)              (Zip Code)

     Registrant's telephone number, including area code:  (801) 582-5847


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports),  and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X  No
                                        ----   ----    

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                Class                     Outstanding Shares at April 29, 1994
- - ------------------------------------      ------------------------------------

   Common Stock, $0.20 par value                       8,524,904
<PAGE>
 
                                  Form 10-Q

                   Evans & Sutherland Computer Corporation

                         QUARTER ENDED APRIL 1, 1994
<TABLE> 
<CAPTION> 

                                                                        Page No.
<S>                                                                     <C> 
                             TABLE OF CONTENTS                             2



                       PART I - FINANCIAL INFORMATION


General Statement                                                          3

 
ITEM 1.  Financial Statements
 
         Consolidated Statements of Earnings - Three Months Ended
            April 1, 1994 and April 2, 1993                                4
 
         Consolidated Balance Sheets - April 1, 1994 and
            December 31, 1993                                            5-6
 
         Consolidated Abbreviated Statements of Cash Flows - Three
            Months Ended April 1, 1994 and April 2, 1993                   7
 
         Notes to Financial Statements                                   8-9


ITEM 2.  Management's Discussion and Analysis of
         
         Financial Condition and Results of Operations                 10-12



                         PART II - OTHER INFORMATION


ITEM 6.  Exhibits and Reports on Form 8-K                                 12


Signature Page                                                            13
</TABLE> 

                                      -2-
<PAGE>
 
                   Evans & Sutherland Computer Corporation



                       PART I - FINANCIAL INFORMATION




General Statement:



The following Consolidated Statements of Earnings, Consolidated Balance Sheets,
and Consolidated Abbreviated Statements of Cash Flows have been prepared from
the accounting records of Evans & Sutherland Computer Corporation without audit
(except where presented data is specifically identified as audited) in
accordance with Securities and Exchange Commission regulations.

The financial statements were prepared in conformity with generally accepted
accounting principles applied on a basis consistent with prior periods.  All
adjustments reflected in the statements are of a normal recurring nature and are
necessary for a fair statement of results for the interim periods presented.  It
is management's opinion that the information presented herein reflects a fair
statement of the results of the interim period(s) in all material respects.

                                      -3-
<PAGE>
 
                    EVANS & SUTHERLAND COMPUTER CORPORATION
                      CONSOLIDATED STATEMENTS OF EARNINGS
                              Three Months Ended
                        April 1, 1994 and April 2, 1993
               (Dollars in Thousands, Except Per Share Amounts)

<TABLE> 
<CAPTION> 
                                                                                       Three Months Ended
                                                                                           (Unaudited)   
                                                                                 ----------------------------
                                                                                   April 1,         April 2, 
                                                                                     1994             1993            
                                                                                 ------------     ------------
<S>                                                                                <C>            <C> 
   Net sales                                                                       $   26,860     $  29,916
                                                                                                                           
   Cost of sales                                                                       12,277        14,967
                                                                                    ---------      --------
      Gross profit                                                                     14,583        14,949
                                                                                                                           
   Expenses:                                                                                                           
                                                                                                                           
      Marketing, general and administrative                                             8,336         9,391         
                                                                                                                           
      Research and development                                                          7,886         7,869         
                                                                                    ---------      --------
                                                                                       16,222        17,260   
                                                                                                                          
      Operating loss                                                                   -1,639        -2,311   
                                                                                                                            
   Other income (expense), net                                                          1,504           -38             
                                                                                    ---------      --------
      Loss before income taxes, extraordinary gain,                            
        and cumulative effect of change in accounting principle                          -135        -2,349
                                                                                                                           
   Income tax benefit (note 2)                                                            -52          -940            
                                                                                    ---------      --------
      Loss before extraordinary gain and                                       
        cumulative effect of change in accounting principle                               -83        -1,409
                                                                                                                           
   Extraordinary gain from repurchase of convertible                                        
      debentures, net of income taxes of $56                                               91             -             
                                                                                            
   Cumulative effect at December 26, 1992 of change in                                      
      accounting for income taxes                                                           -         2,267         
                                                                                    ---------      --------
                                                                                                                           
      Net earnings                                                                 $        8     $     858             
                                                                                    =========      ========
   Earnings (loss) per common and common equivalent share:                                  
                                                                                                                           
      Before extraordinary gain and cumulative effect                          
        of change in accounting for income taxes                                   $    -0.01     $   -0.17
      Extraordinary gain from repurchase of convertible debentures                       0.01             -             
      Cumulative effect of change in accounting principle                                   -          0.27            
                                                                                    ---------      --------
        Total earnings per share                                                   $     0.00     $    0.10
                                                                                    =========      ========
   Weighted average number of                                                        
           shares used for per share                                                 
           earnings computation:                                                        8,474         8,224         
                                                                                                                                
</TABLE> 
                                         
                                      -4-
                                         
                                         
                                         
                                         
<PAGE>
 
                    EVANS & SUTHERLAND COMPUTER CORPORATION
                         CONSOLIDATED BALANCE SHEETS 
                      April 1, 1994 and December 31, 1993
                            (Dollars in Thousands)

<TABLE> 
<CAPTION> 
                                                                                    April 1,          December 31,
                                                                                     1994                1993
 Assets                                                                           (Unaudited)          (Audited) 
 ------                                                                         --------------      --------------
 <S>                                                                            <C>                  <C> 
 Current assets:                                                                                                         
   Cash and cash equivalents                                                    $       11,610       $       3,250 
   Temporary cash investments                                                           70,659              75,286        
   Receivables:                                        
     Trade accounts, less allowance for          
       doubtful receivables of $389 in     
       1994 and $406 in 1993                                                            29,721              30,667        
     Interest                                                                            1,076               1,076         
     Employees and other                                                                 1,953                 399
                                                                                --------------      --------------
         Total receivables                                                              32,750              32,142
                                                             
   Inventories, net (note 1)                                                            32,403              32,839        
   Costs and estimated earnings in excess of           
     billings on uncompleted contracts, net                                              9,797              10,048
   Deferred income tax                                                                   4,885               6,050         
   Prepaid expenses and deposits                                                         3,154               1,573         
                                                                                --------------      --------------
         Total current assets                                                          165,258             161,188       
                                                                                --------------      --------------
 Property, plant, and equipment, at cost                                               109,750             113,366       
   Less accumulated depreciation and amortization                                       64,583              65,119        
                                                                                --------------      --------------
         Net property, plant, and equipment                                             45,167              48,247
                                                                 
 Long-term investments:                                          
   Marketable equity securities at cost                                                     -               3,178         
   Marketable equity securities                            
     available-for-sale, at fair value (note 2)                                         14,018                   -           
   Other, at cost                                                                           35                  35
                                                                                --------------      --------------
         Total long-term investments                                                    14,053               3,213         
                                                                 
 Other assets, at cost, less                                     
   accumulated amortization                                                              2,819               3,539         
                                                                                --------------      --------------
                                                                               $       227,297     $       216,187  
                                                                                ==============      ==============
</TABLE> 
                                                          
 Certain 1993 amounts have been reclassified to conform with 1994 presentation.
                                                                              
                                                                              
                                                                              
                                                                              
                                     -5-  

                                          
                                          
                                          
<PAGE>
 
                    EVANS & SUTHERLAND COMPUTER CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                      April 1, 1994 and December 31, 1993
                            (Dollars in Thousands)
                              
<TABLE> 
<CAPTION>                               
                              
                              
                              
                                                                                 April 1,         December 31,
                                                                                   1994               1993                    
 Liabilities and Stockholders' Equity                                          (Unaudited)         (Audited)                      
- - ---------------------------------------                                       -------------      -------------
<S>                                                                      <C>                  <C> 
 Current liabilities:                                                         
   Notes payable to banks                                                $       2,918        $       2,685                 
   Accounts payable                                                              1,573                5,095                 
   Accrued expenses                                                             15,864               19,321                        
   Customer deposits                                                            17,756               11,303                        
   Income taxes payable                                                            977                2,112                 
                                                                             ---------            ---------
        Total current liabilities                                               39,088               40,516                        
                                                                             ---------            ---------
                                                                                                 
 Convertible subordinated debentures                                            35,956               37,066                        
 Deferred income taxes                                                           5,767                1,575                 
                                                                                                          
 Stockholders' equity:                                                                                    
   Common stock,  $.20 par value; authorized                                                        
     30,000,000 shares; issued and outstanding                                                
     8,520,757 shares at April 1, 1994 and                                                    
     8,352,525 shares at December 31, 1993                                       1,704                1,671                 
   Additional paid-in capital                                                   14,571               11,899                        
   Retained earnings                                                           122,959              122,951               
   Net unrealized gain on                                                                          
     marketable equity securities (note 2)                                       6,825                    -               
   Equity adjustment from foreign                                                               
     currency translation                                                          427                  509             
                                                                             ---------            ---------
        Total stockholders' equity                                             146,486              137,030               
                                                                             ---------            ---------
                                                                         $     227,297        $     216,187               
                                                                             =========            =========
</TABLE> 


Certain 1993 amounts have been reclassified to conform with 1994 presentation.









                                     -6- 
<PAGE>
 
                    EVANS & SUTHERLAND COMPUTER CORPORATION
               CONSOLIDATED ABBREVIATED STATEMENTS OF CASH FLOWS
                              Three Months Ended
                       April 1, 1994 and April 2, 1993 
                            (Dollars in Thousands)
<TABLE> 
<CAPTION>                                                                                                       
                                                                                                                        
                                                                                                                        
                                                                                        Three Months Ended
                                                                                            (Unaudited)                     
                                                                            ---------------------------------------
                                                                                April 1,                 April 2,
                                                                                 1994                     1993    
                                                                            --------------            -------------
<S>                                                                         <C>                       <C>               
Net cash provided by operating activities                                   $       1,567             $       8,405 
                                                                                                                        
Cash flows from investing activities:                                                
  
  Capital expenditures                                                               -883                    -3,522        
  
  Proceeds from sale of marketable securities                                       1,575                         -       
  
  Proceeds from temporary cash investments                                          4,627                        51      
  
  Other                                                                              -372                      -262    
                                                                             ------------              ------------
    Net cash provided by (used in) investing activities                             4,947                    -3,733        
                                                                                                                        
Cash flows from financing activities:                                                
                                                                                                                        
  Payments for repurchase of convertible debentures                                  -945                         -       
  
  Net proceeds from issuance of common stock                                        2,732                       184     
  
  Net borrowings under line of credit agreements                                      165                       335     
  
  Other                                                                               -27                         -       
                                                                             ------------              ------------
    Net cash provided by financing activities                                       1,925                       519     
                                                                                                                        
Effect of foreign exchange rate changes on cash                                       -79                        13      
                                                                             ------------              ------------
Net increase in cash and cash equivalents                                           8,360                     5,204 
                                                                                                                        
Cash and cash equivalents at beginning of year                                      3,250                     1,494 
                                                                             ------------              ------------
  Cash and cash equivalents at end of period                                $      11,610             $       6,698 
                                                                             ============              ============
                                                                                                                        
Supplemental disclosures of cash flow information                                                   
                                                                                                                        
  Cash paid during the period for:                                                                  
                                                                                                                        
    Interest                                                                $       1,188             $       1,177 
                                                                                                                        
    Income taxes                                                            $         205             $       4,035 
                                                                                                                        
</TABLE> 



                                      -7-
<PAGE>
 
                   EVANS & SUTHERLAND COMPUTER CORPORATION
                        NOTES TO FINANCIAL STATEMENTS
                           (Dollars in Thousands)


(1)  Inventories are summarized as follows:
<TABLE>
<CAPTION>
 
                                          April 1,                December 25,
                                            1994                      1993
                                         (Unaudited)                (Audited)
                                       ---------------           -------------
       <S>                             <C>                       <C>
       Raw materials and supplies      $      13,382             $      15,035
 
       Work-in-process                        13,894                    14,470
 
       Finished Goods                          6,013                     4,738
 
       Inventory reserve                        -886                    -1,404
                                        ------------              ------------
 
                                       $      32,403             $      32,839
                                        ============              ============
</TABLE> 
 
(2)  Marketable equity securities available-for-sale


     During the quarter ended April 1, 1994, the Company adopted the 
     provisions of Statement of Financial Accounting Standards No. 115
     Accounting for Certain Investments in Debt and Equity Securities. Under
     Statement 115, available-for-sale securities are recorded at fair value.
     Unrealized holding gains & losses, net of the related tax effect, on
     available-for-sale securities are excluded from earnings and are reported
     as a separate component of stockholders' equity until realized.

     Realized gains and losses for securities classified as available-for-sale 
     are included in earnings and are calculated using the specific
     identification method for determining the cost of securities sold.

     Marketable equity securities at December 31, 1993, are stated at the 
     lower of cost or market.

 
                                     -8-
<PAGE>
 
                   EVANS & SUTHERLAND COMPUTER CORPORATION
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (Dollars in Thousands)



The following table summarizes changes in operations for the periods indicated
and presents the percentage of increase (decrease) by listed items compared to
the indicated prior period:

<TABLE> 
<CAPTION> 
                                                                                              
                                                                                              
                                                                        (Unaudited)           
                                                                                              
                                                                         Quarters             
                                                                    Ended April 1, 1994       
                                                                     And April 2, 1993                            
                                                             ---------------------------------
<S>                                                          <C>                       <C> 
Net sales                                                    $    -3,056                -10.2%
                                                                                                                  
Cost of sales                                                     -2,690                -18.0%
                                                              ----------            ----------
  Gross profit                                                      -366                 -2.4%
                                                                                                                  
Expenses:                                                                                                         
                                                                                                                  
  Marketing, general and administrative                           -1,055                -11.2%
                                                                                                                  
  Research and development                                            17                  0.2%
                                                              ----------            ----------
                                                                  -1,038                 -6.0%
                                                                                                                  
  Operating earnings (loss)                                          672                 29.1%
                                                                                                                  
Other income (expense), net                                        1,542               4057.9%
                                                              ----------            ----------
  Earnings (loss) before income taxes, extraordinary gain,                                                        
    and cumulative effect of change in accounting principle        2,214                 94.3%
                                                                                                                  
Income tax expense (benefit)                                         888                 94.5%
                                                              ----------            ----------
  Earnings (loss) before extraordinary gain and                                                                   
    cumulative effect of change in accounting principle            1,326                 94.1%
                                                                                                                  
Extraordinary gain from repurchase of                                                                             
  convertible debentures, net of income taxes                         91                100.0%
                                                                                                                  
Cumulative effect at December 26, 1992 of                                                                         
  change in accounting for income taxes                           -2,267               -100.0%
                                                              ----------            ----------
   Net earnings                                              $      -850                -99.1%
                                                              ==========            ==========
</TABLE> 
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                      -9-
                                                
                                                
                                                
                                                
<PAGE>
 
RESULTS OF OPERATIONS
- - ---------------------

Sales
- - -----

The following table summarizes sales for the first three months of 1994 and 1993
in the five market sectors served by the Company.  Sales for the first three
months of 1994 were 10% below those of the corresponding 1993 period.
<TABLE>
<CAPTION>
                                                    S A L E S
                                   -------------------------------------------- 
                                                                               
                                      First Three Months              % Change 
                                   ----------------------------       Increase 
                                       1994            1993          (Decrease)
                                     --------         --------       ----------
<S>                                  <C>              <C>            <C> 

U.S. government and engineering      $ 10,130         $ 13,977          -28%
International government and
      engineering                       8,250            4,979           66%
Design systems                          7,518            8,058           -7%
World civil pilot training                640            2,158          -70%
Education and entertainment               322              744          -57%
                                      -------          -------     
                                     $ 26,860         $ 29,916          -10%
                                      =======          =======
</TABLE>

U.S. government and engineering sales are lower in the first quarter of 1994
compared to the corresponding 1993 period, however, orders during the period
were strong and backlog increased.  The Evans & Sutherland ESIG/(R)/1/ 2000 is
proving to be an ideal product for ground combat simulation and sales growth is
expected to continue in this area.  The U.S. military services and intelligence
agencies are becoming increasingly interested in mission planning and rehearsal
where very rapid production of complex, mission-specific databases are a
critical requirement.  The Company's ESIG 4000 is a well positioned product to
meet this need.

International government and engineering sales increased 66% during the first
quarter of 1994 over the same period of 1993.  Continued growth is expected,
with increases possible if worldwide economic conditions improve.  In Europe,
lower priced product offerings by the Company have spurred interest in the
commercial market.

Design systems first quarter sales were below those of the same period of 1993.

     In a Company-wide restructuring announcement January 12, 1994,  it was
     announced that the Design Systems Division was reorganized to serve the
     graphics accelerator market entirely as an OEM supplier. On October 19,
     1993 the Company announced an important OEM agreement with IBM, where IBM
     will market selected E&S high-end graphics accelerators that support
     IBM's RISC System/6000/TM/2/ workstations. The Company anticipates
     improved sales performance when IBM begins marketing this product later
     this year. The Company expects that its current agreement with SUN will
     be renegotiated as an OEM agreement.

     Design Software (CDRS) sales were significantly higher in the first quarter
     of 1994 over 1993.  On April 12, 1994 the Design Software Group announced a
     significant upgrade to its software design setting new standards for
     curvature continuity which is essential for accurate surface modeling.

- - ----------------------------------------
/1/ ESIG/(R)/ is a registered trademark of the Company.  
/2/ RISC System/6000/TM/ is a trademark of IBM. 

                                      -10-
<PAGE>
 
    Molecular Design (TRIPOS) sales were slightly lower in the first quarter of
    1994 than the corresponding period in 1993.  Sales of third party hardware
    are down from the 1993 level, and higher margin software sales are slightly
    ahead of 1993.  The SEC is currently reviewing a FORM 10 filing made March
    16, 1994 for the proposed spin-off of Tripos in the form of a tax free
    dividend to shareholders.

The sales decline in the world civil training business in the first quarter of
1994 compared to the corresponding 1993 period continues to reflect the general
weak condition of the world's airlines and the uncertainty caused by the
purchase of Hughes Rediffusion Simulation Limited, the Company's long term
marketing outlet, by Thomson CSF, a large French simulation company.
Discussions between Thomson and the Company continue as both parties seek a
solution to Thomson's desire to cancel the marketing agreement that existed with
Rediffusion prior to Thomson's acquisition.  Based on the orders for new
equipment in the civil airlines industry, the market should experience some
recovery, but not in 1994.

Education and entertainment sales are down, but are expected to respond
positively as jointly developed installations with Iwerks Entertainment begin
operating near mid-year.

Cost of Sales
- - -------------

Cost of sales, as a percentage of sales, were 45.7% for the three months of 1994
compared to the 50.0% rate experienced during the corresponding 1993 period.
Costs were lower during the quarter due to: 1) percentage of completion type
contracts in the Simulation business coming in with lower than estimated costs;
2) a larger number of higher-margin CDRS shipments during the quarter; 3) cost
reductions resulting from the Company restructuring that took place in January.

Expenses
- - --------

Total expenses for the three months of 1994 decreased $1,039,000 (6%) below the
corresponding 1993 period.

     Marketing, General, and Administrative:  Marketing, general, and
     ---------------------------------------                         
     administrative expense decreased $1,055,000 (11%) in 1994, however, as a
     percent of sales, the costs remained constant at 31%. The overall cost
     decrease was primarily due to the restructuring efforts that took place
     in January of 1994.

     Research and Development:  Company-funded research and development 
     -------------------------
     increased $17,000 in 1994 and was 29% as a percentage of sales, compared
     to 26% in 1993. A $251,000 cost increase in the Design systems group was
     mostly offset by a Tripos cost decrease of $239,000.

Other Income (Expense), Net
- - ---------------------------

Other income increased from a $38,000 loss in the first quarter of 1993 to a
$1,504,000 gain in 1994, due primarily to a gain of $1,408,000 from the sale of
marketable securities.  Interest income increased by $48,000 as the amount of
temporary cash investments increased.  The Company repurchased some of its
interest-bearing convertible debentures resulting in an interest expense
decrease of $25,000.  There was also an increase in the gain from foreign
currency exchange from $4,000 in 1993 to $41,000 in 1994.

Income Taxes
- - ------------

A tax rate of 38% was utilized for income tax transactions in both the first
quarter of 1993 and 1994.

                                      -11-
<PAGE>
 
LIQUIDITY & CAPITAL COMMITMENTS
- - -------------------------------

Funds to support the Company's operations come mainly from: net cash provided by
operating activities, sales of marketable securities, and proceeds from employee
stock purchase and option plans.  The Company also has cash equivalents and
temporary cash investments which can be used as needed for operating funds.

Cash and cash equivalents and temporary cash investments increased $3,733,000 to
$82,269,000 during the first quarter of 1994 principally due to the increase in
customer deposits, the sale of stock to employees, and the sale of marketable
securities.  The value of company-owned marketable securities declined $189,000
to $14,018,000 during the same period.

There were no material capital commitments as the fiscal year 1994 began, and no
major commitments were extended during the first quarter of 1994.

The Company believes that, through internal cash generation plus the cash
investments and marketable securities identified above, it has sufficient
resources to cover its cash needs during fiscal year 1994.



                         PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
- - -----------------------------------------


     (b)  There were no reports on Form 8-K filed for the three-month period
          ended April 1, 1994.



                    [THIS SPACE INTENTIONALLY LEFT BLANK]

                                      -12-
<PAGE>
 
                   Evans & Sutherland Computer Corporation



                                 SIGNATURES



          Pursuant to the requirements of the Securities and 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
                                  ---------------------------------------
                                                 Registrant



Date  May 13, 1994                /s/ Gary E. Meredith
      ------------                -------------------------------------------
                                  Gary E. Meredith, Vice President, Secretary,
                                          and Chief Financial Officer

                                      -13-


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