EX-99.2 4 a06-15957_1ex99d2.htm EX-99

 

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED
FINANCIAL INFORMATION

Introduction to Pro Forma Financial Information

On February 7, 2006, Evans & Sutherland Computer Corporation (“E&S”) signed a Stock Purchase Agreement to acquire Spitz, Inc. (“Spitz”) from Transnational Industries Inc (“Transnational”). The acquisition was closed on April 28, 2006.

The consideration paid by E&S at the time the acquisition was completed consisted of 412,500 shares of E&S common stock.  The actual number of shares issued to Transnational will be adjusted at the time shares are registered based on the formula in the Stock Purchase Agreement, but will not be less than 412,500 shares of E&S common stock. Based on the share formula in the Stock Purchase Agreement, the maximum number of shares that would be issued to Transnational upon registration of the shares, would be 497,448 shares. Based on the average closing price of E&S’s common stock for the period two days prior and two days after the announcement on February 8, 2006, E&S estimates the value of the shares that would be issued to be $2,814,000. Estimated transaction costs are approximately $70,000 and estimated stock registration costs are $30,000. The purchase price was determined in arms-length negotiations between E&S and Transnational and is a non-taxable transaction. E&S plans to continue to operate Spitz as a wholly owned subsidiary.

The initial purchase consideration was allocated based on a preliminary assessment of the fair market values of the acquired assets and liabilities assumed. E&S anticipates completing an independent valuation to assist in determining the fair value of the acquired assets and liabilities assumed.

The accompanying unaudited pro forma condensed consolidated balance sheet of E&S and Spitz gives effect to this acquisition as if it had been completed as of March 31, 2006. The unaudited pro forma condensed consolidated statements of operations give effect to the acquisition as if it had been completed as of the beginning of E&S’s fiscal years 2005 and 2006 or January 1 of each year, respectively. The pro forma adjustments are described in the accompanying notes. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only. Such information is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition taken place on January 1 of 2005 and 2006, nor is it indicative of the results that may be expected for future periods. The pro forma condensed consolidated financial statements should be read in conjunction with E&S’s consolidated financial statements and related notes filed in the E&S Annual Report on Form 10-K for the year ended December 31, 2005, E&S’s first quarter 2006 results filed on Form 10-Q, and in conjunction with the audited financial statements of Spitz and related notes included in this Current Report on Form 8-K/A.

E&S’s fiscal year end is December 31 and Spitz’ fiscal year end is January 31.  E&S’s first quarter fiscal end is March 31, 2006 and Sptiz’ first quarter fiscal end is April 28, 2006.  Pro forma presentation allows for the presentation of historical financial statements of the entities without any adjustment if the period end of the historical financial statements is no more than 93 days apart.  Thus, E&S and Spitz balance sheet and statements of income are presented as if they covered the same periods.




 

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 2006
(in thousands)

 

 

 

Historical E&S

 

Historical Spitz

 

Pro Forma
Adjustments

 

Pro Forma E&S

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash

 

$

12,172

 

$

149

 

$

 

$

12,321

 

Restricted cash

 

2,023

 

342

 

 

 

2,365

 

Accounts receivable, net

 

10,085

 

1,919

 

(91

) b)

11,913

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

10,829

 

388

 

 

 

11,217

 

Inventories

 

10,444

 

1,015

 

 

 

11,459

 

Prepaid expenses and deposits

 

3,174

 

192

 

 

 

3,366

 

Total current assets

 

48,727

 

4,005

 

(91

)

52,641

 

Property, plant and equipment, net

 

14,247

 

3,582

 

1,447

  a)

19,276

 

Investments

 

910

 

 

 

 

910

 

Goodwill

 

 

1,022

 

(1,022

) a)

1,281

 

 

 

 

 

 

 

1,281

  a)

 

 

Other assets

 

781

 

273

 

(186

) a)

1,888

 

 

 

 

 

 

 

1,020

  a)

 

 

Total assets

 

$

64,665

 

$

8,882

 

$

2,449

 

$

75,996

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

 

$

138

 

$

 

$

2,363

 

Accounts payable

 

6,065

 

722

 

(91

) b)

6,696

 

Accrued liabilities

 

8,776

 

917

 

100

  a)

9,793

 

Deferred revenue

 

 

435

 

 

 

435

 

Customer deposits

 

6,150

 

 

 

 

6,150

 

Billings in excess of costs and estimated earnings on  uncompleted contracts

 

9,225

 

1,205

 

 

 

10,430

 

Total current liabilities

 

30,216

 

5,642

 

9

 

35,867

 

Convertible subordinated debentures

 

18,015

 

 

 

 

18,015

 

Other long-term debt, less current portion

 

 

5,121

 

 

 

2,896

 

Deferred rent obligation

 

3,710

 

 

 

 

3,710

 

Pension and retirement obligations

 

24,516

 

 

 

 

24,516

 

Total liabilities

 

76,457

 

8,538

 

9

 

85,004

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

Common stock

 

2,178

 

 

83

  a)

2,261

 

Additional paid-in-capital

 

50,344

 

3,262

 

(3,262

) a)

53,045

 

 

 

 

 

 

 

2,701

  a)

 

 

Common stock in treasury, at cost

 

(4,709

)

 

 

 

(4,709

)

Retained earnings (accumulated deficit)

 

(49,728

)

(2,918

)

2,918

  a)

(49,728

)

Accumulated other comprehensive loss

 

(9,877

)

 

 

 

(9,877

)

Total shareholders’ equity (deficit)

 

(11,792

)

344

 

2,440

 

(9,008

)

Total liabilities and shareholders’ equity (deficit)

 

$

64,665

 

$

8,882

 

$

2,449

 

$

75,996

 

 

 




 

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Quarter Ending March 31, 2006
(in thousands)

 

 

Historical E&S

 

Historical Spitz

 

Pro Forma
Adjustments

 

Pro Forma E&S

 

Sales

 

$

15,792

 

$

2,162

 

$

(71

) e)

$

17,883

 

Cost of sales

 

10,680

 

1,888

 

113

  c)

12,588

 

 

 

 

 

 

 

(22

) d)

 

 

 

 

 

 

 

 

(71

) e)

 

 

Gross profit

 

5,112

 

274

 

(91

)

5,295

 

Expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

6,233

 

594

 

(11

) d)

6,816

 

Research and development

 

4,149

 

189

 

(7

) d)

4,331

 

Operating expenses

 

10,382

 

783

 

(18

)

11,147

 

Operating income (loss)

 

(5,270

)

(509

)

(73

)

(5,852

)

Other income (expense), net

 

(710

)

(77

)

 

 

(787

)

Loss before income taxes

 

(5,980

)

(585

)

(73

)

(6,639

)

Income tax expense (benefit)

 

(112

)

 

 

 

(112

)

Net loss

 

$

(5,868

)

$

(585

)

$

(73

)

$

(6,527

)

Net loss per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.56

)

 

 

 

 

$

(0.60

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

10,536

 

 

 

 

 

$

10,948

 

 




 

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ending December 31, 2005
(in thousands)

 

 

Historical E&S

 

Historical Spitz

 

Pro Forma
Adjustments

 

Pro Forma E&S

 

Sales

 

$

73,567

 

$

11,478

 

$

(182

) e)

$

84,863

 

Cost of sales

 

46,288

 

8,723

 

453

  c)

55,207

 

 

 

 

 

 

 

(75

) d)

 

 

 

 

 

 

 

 

(182

) e)

 

 

Gross profit

 

27,279

 

2,755

 

(378

)

29,656

 

Expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

20,172

 

2,011

 

(59

) d)

22,124

 

Research and development

 

16,878

 

962

 

(70

) d)

17,770

 

Asset impairment loss

 

 

 

679

 

 

 

679

 

Restructuring charge

 

1,759

 

 

 

 

1,759

 

Gain on insurance settlement

 

(8,000

)

 

 

 

(8,000

)

Operating expenses

 

30,809

 

3,652

 

(129

)

34,332

 

Gain on sale of assets held for sale

 

2,745

 

 

 

 

2,745

 

Operating income (loss)

 

(785

)

(897

)

(249

)

(1,931

)

Other income (expense), net

 

(779

)

(278

)

 

 

(1,057

)

Loss before income taxes

 

(1,564

)

(1,175

)

(249

)

(2,988

)

Income tax expense (benefit)

 

(430

)

 

 

 

(430

)

Net loss

 

$

(1,134

)

$

(1,175

)

$

(249

)

$

(2,558

)

Net loss per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.11

)

 

 

 

 

$

(0.23

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

10,523

 

 

 

 

 

$

10,935

 

 




 

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)

1. Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

On May 26, 2006, E&S sold its Simulation Business to Rockwell Collins Inc.  The effect of this disposal is not reflected in the pro forma adjustments.

2. Acquisition

The initial consideration paid by E&S was $2,884, including transaction costs of $70. The following table sets forth the preliminary allocation of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed as of April 28, 2006.

Cash and restricted cash

 

$

491

 

Accounts receivable

 

1,919

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

388

 

Inventories

 

1,015

 

Prepaid expenses and deposits

 

192

 

Property, plant and equipment

 

5,029

 

Other assets

 

87

 

Accounts payable

 

(722

)

Accrued liabilities

 

(917

)

Deferred revenue

 

(435

)

Billings in excess of costs and estimated earnings on uncompleted projects

 

(1,205

)

Loans and other long-term debt, less current portion

 

(5,259

)

Definite-lived intangibles

 

1,020

 

Goodwill

 

1,281

 

Total consideration including estimated acquisition costs

 

$

2,884

 

 

3. Pro Forma Adjustments

The pro forma condensed consolidated financial statements give effect to the following pro forma adjustments in connection with the acquisition:

(a)                                  To reflect the purchase consideration which was $2,814 in stock and $70 in acquisition costs and its preliminary allocation to assets acquired and liabilities assumed based on estimated fair values as described in Note 2, to reflect the elimination of the historical Spitz equity accounts, and to reflect $30 in registration costs.

(b)                                 To eliminate receivables on Spitz accounting records with payables on E&S accounting records.




 

(c)                                  To reflect amortization of $113 and $453 for the three months ended March 31, 2006 and for the year ended December 31, 2005 related to acquired definite-lived intangible assets of contracts.  Definite-lived intangible assets include customer backlog, customer relations and show content.

(d)                                 To reflect a decrease in depreciation expense of $40 and $204 for the three months ended March 31, 2006 and for the year ended December 31, 2004 due to the allocation of purchase consideration to property, plant and equipment.  The decrease is the result of a shorter average useful life of equipment on Sptiz’ historical financial statements compared to the estimated useful life of equipment at its new estimated value

 

Average
Useful Life (yrs)

 

Estimated
Value

 

Land

 

N/A

 

$

1,347

 

Building

 

20

 

2,467

 

Equipment

 

5

 

1,215

 

 

(e)                                  To eliminate revenue on Spitz accounting records with cost of sales on E&S accounting records.