-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NfhUhnPclc0/8P41K5Dxaubl7ZZHgy9up/MQnrWPME5SxXkmTakqWfG/EI7GqdG6 uWTqhUYCCxS8nLv9E6Y30w== 0001104659-06-054158.txt : 20060811 0001104659-06-054158.hdr.sgml : 20060811 20060811172920 ACCESSION NUMBER: 0001104659-06-054158 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060811 DATE AS OF CHANGE: 20060811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVANS & SUTHERLAND COMPUTER CORP CENTRAL INDEX KEY: 0000276283 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870278175 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 061025932 BUSINESS ADDRESS: STREET 1: 600 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 8015881815 MAIL ADDRESS: STREET 1: 600 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 8-K/A 1 a06-17901_18ka.htm AMENDMENT TO FORM 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 26, 2006

EVANS & SUTHERLAND COMPUTER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Utah

(State or Other Jurisdiction of Incorporation)

 

001-14677

 

87-0278175

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

770 Komas Dr, Salt Lake City, Utah

 

84108

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

801-588-1000

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




Explanatory Note:  On May 26, 2006, Evans & Sutherland Computer Corporation (the “Company”) completed the sale of substantially all of the assets and certain liabilities of its commercial and military simulation businesses and related service and support operations (collectively, the “Simulation Business”) to certain subsidiaries of Rockwell Collins, Inc. On June 1, 2006, the Company filed a Current Report on Form 8-K reporting its disposition of the Simulation Business, and in response to item 9.01(b) reported that it expected to file the required pro forma financial information not later than 71 days after the date such Form 8-K was required to be filed, as permitted by the instructions to such item. This amendment is to file such pro forma financial information.

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS

(b) Pro Forma Financial Information

See Exhibit 99.1 for unaudited pro forma financial information giving effect to the sale of the Simulation Business, which is incorporated herein by reference.

(c) Exhibits

Exhibit
Number

 

Description

 

 

 

99.1

 

Pro Forma Financial Information of Evans & Sutherland Computer Corporation giving effect to the sale of the Simulation Business, May 26, 2006.

 

2




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  August 11, 2006

EVANS & SUTHERLAND COMPUTER
CORPORATION

 

 

 

 

 

/s/ LANCE SESSIONS

 

Lance Sessions

 

Acting Chief Financial Officer and Corporate
Secretary

3




Exhibit Index

 

Exhibit

 

 

 

Number

 

Description

 

 

 

 

 

99.1

 

Pro Forma Financial Information of Evans & Sutherland Computer Corporation giving effect to the sale of the Simulation Business, May 26, 2006.

 

 

4



EX-99.1 2 a06-17901_1ex99d1.htm EX-99

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED
FINANCIAL INFORMATION

Introduction to Pro Forma Financial Information

On February 7, 2006, Evans & Sutherland Computer Corporation (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Rockwell Collins, Inc. pursuant to which the Company agreed to sell substantially all of the assets and certain liabilities (the “Asset Sale”) of its commercial and military simulation businesses and related service and support operations (collectively, the “Simulation Business”). The Asset Purchase Agreement provided that, upon the closing of the Asset Sale, the Company and an affiliate of Rockwell Collins would enter into a laser projection systems agreement (the “Laser Agreement”) pursuant to which the Company agreed to develop its laser projection systems for certain applications and grant exclusive and non-exclusive intellectual property licenses to such products in connection with the Simulation Business and certain related businesses of Rockwell Collins (the Asset Sale and the transactions contemplated by the Laser Agreement are collectively referred to as the “Transaction”).

The Company also agreed with Rockwell Collins to enter into certain ancillary agreements at the closing of the Transaction, including the Laser Agreement, a laser projection supply agreement, an intellectual property licensing agreement, an escrow agreement, an assumption and assignment agreement and a transition services agreement pursuant to which the Company agreed to, among other things, develop, manufacture, produce and sell laser projection systems to Rockwell Collins.

The aggregate consideration in the Transaction was $71.5 million in cash, consisting of $66.5 million under the Asset Purchase Agreement for the assets and related service and support operations primarily related to the Simulation Business, subject to a potential post-closing adjustment, and $5.0 million under the Laser Agreement, subject to the Company achieving certain milestones. At the closing of the Transaction on May 26, 2006, the Company received $59.5 million in cash under the terms of the Asset Purchase Agreement and Rockwell Collins deposited $10.0 million in cash (consisting of $7.0 million under the Asset Purchase Agreement and $3.0 million under the Laser Agreement) in escrow pursuant to an escrow agreement (the “Escrow Agreement”), dated as of May 26, 2006, by and between the Company, Rockwell Collins and U.S. Bank National Association, as escrow agent. Another $2.0 million in cash will be paid to the Company under the Laser Agreement upon completion of manufacturing acceptance testing of the Company’s fixed-based laser projection system. Under the terms of the Escrow Agreement, the deposited amount will be held in escrow to secure (i) any post-closing reduction in the purchase price under the Asset Purchase Agreement, (ii) the Company’s indemnification obligations under the Asset Purchase Agreement and (iii) the Company’s obligations (not to exceed $3.0 million of the escrowed funds) to meet specified milestones under the Laser Agreement. The escrowed funds will be released in installments as set forth in the Escrow Agreement.

The accompanying unaudited pro forma condensed consolidated balance sheet of the Company gives effect to the Transaction as if it had been completed as of March 31, 2006. The unaudited pro forma condensed consolidated statements of operations give effect to the Transaction as if it had been completed as of the beginning of the Company’s first fiscal quarters ended April 1, 2005 and March 31, 2006. 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 Transaction taken place on January 1 of 2005 or 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 the Company’s consolidated financial statements and related notes filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and the Company’s first quarter 2006 results filed in its Quarterly Report on Form 10-Q.




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

 

 

 

Historical E&S

 

Simulation Business
Net Assets Included in
Disposition

 

Pro Forma
Adjustments

 

Pro Forma E&S

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash

 

$

12,172

 

$

 

$

19,641

(a)

$

33,558

 

 

 

 

 

 

 

1,745

(b)

 

 

Restricted cash

 

2,023

 

 

(1,500

)(b)

523

 

Accounts receivable, net

 

10,085

 

(7,331

)

 

 

2,754

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

10,829

 

(7,305

)

 

 

3,524

 

Inventories

 

10,444

 

(8,557

)

 

 

1,887

 

Prepaid expenses and deposits

 

3,174

 

(594

)

 

 

2,580

 

Total current assets

 

48,727

 

(23,787

)

19,886

 

44,826

 

Property, plant and equipment, net

 

14,247

 

(8,014

)

 

 

6,233

 

Investments

 

910

 

(910

)

 

 

 

Other assets

 

781

 

(33

)

(245

)(b)

503

 

Total assets

 

$

64,665

 

$

(32,744

)

$

19,641

 

$

51,562

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

6,065

 

$

(2,966

)

$

 

$

3,099

 

Accrued liabilities

 

8,776

 

(1,967

)

(90

)(c)

7,704

 

 

 

 

 

 

 

1,239

(d)

 

 

 

 

 

 

 

 

(254

)(e)

 

 

Customer deposits

 

6,150

 

(3,726

)

 

 

2,424

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

9,225

 

(7,866

)

 

 

1,359

 

Total current liabilities

 

30,216

 

(16,525

)

895

 

14,586

 

Convertible subordinated debentures

 

18,015

 

 

(18,015

)(c)

 

Deferred rent obligation

 

3,710

 

 

(2,026

)(f)

1,684

 

Pension and retirement obligations

 

24,516

 

 

(20,144

)(e)

4,372

 

Total liabilities

 

76,457

 

(16,525

)

(39,290

)

20,642

 

Shareholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

Common stock

 

2,178

 

 

 

 

2,178

 

Additional paid-in-capital

 

50,344

 

 

 

 

50,344

 

Common stock in treasury, at cost

 

(4,709

)

 

 

 

(4,709

)

Accumulated deficit

 

(49,728

)

 

40,687

(d)

(7,016

)

 

 

 

 

 

 

2,026

(f)

 

 

Accumulated other comprehensive loss

 

(9,877

)

 

 

 

(9,877

)

Total shareholders’ equity (deficit)

 

(11,792

)

 

42,713

 

30,921

 

Total liabilities and shareholders’ equity (deficit)

 

$

64,665

 

$

(16,525

)

$

3,422

 

$

51,562

 

 




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

 

 

 

Historical E&S

 

Simulation
Business
Operations
Included
in Disposition

 

Pro Forma
Adjustments

 

Pro Forma
E&S

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

15,792

 

$

(12,025

)

$

 

$

3,767

 

Cost of sales

 

10,680

 

(8,256

)

(59

)(h)

2,365

 

Gross profit

 

5,112

 

(3,769

)

59

 

1,402

 

Expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

6,233

 

(4,056

)

(1,539

)(g)

573

 

 

 

 

 

 

 

(65

)(h)

 

 

Research and development

 

4,149

 

(2,214

)

(94

)(h)

1,841

 

Operating expenses

 

10,382

 

(6,270

)

(1,698

)

2,414

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(5,270

)

2,501

 

1,757

 

(1,012

)

Other income (expense), net

 

(710

)

309

 

270

(i)

(131

)

Loss before income taxes

 

(5,980

)

2,810

 

2,027

 

(1,143

)

Income tax benefit

 

(112

)

112

 

 

 

Net loss

 

$

(5,868

)

$

2,698

 

$

2,027

 

$

(1,143

)

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.56

)

 

 

 

 

$

(0.11

)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

10,523

 

 

 

 

 

10,523

 

 




EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Quarter Ended April 1, 2005
(in thousands)

 

 

 

Historical
E&S

 

Simulation
Business
Operations
Included in
Disposition

 

Pro Forma
Adjustments

 

Pro Forma
E&S

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

13,280

 

$

(10,920

)

$

 

$

2,360

 

Cost of sales

 

8,652

 

(7,428

)

(54

)(h)

1,170

 

Gross profit

 

4,628

 

(3,492

)

54

 

1,190

 

Expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

4,552

 

(3,450

)

(60

)(h)

1,042

 

Research and development

 

4,309

 

(3,301

)

(86

)(h)

922

 

Restructuring charge (recovery)

 

1,891

 

(1,758

)

 

133

 

Operating expenses

 

10,752

 

(8,509

)

(146

)

2,097

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(6,124

)

5,017

 

200

 

(907

)

Other income (expense), net

 

(265

)

160

 

270

(i)

165

 

Loss before income taxes

 

(6,389

)

5,177

 

470

 

(742

)

Income tax benefit

 

(411

)

411

 

 

 

Net loss

 

$

(5,978

)

$

4,766

 

$

470

 

$

(742

)

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.57

)

 

 

 

 

$

(0.07

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

10,514

 

 

 

 

 

10,514

 




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.

2. Pro Forma Adjustments

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

(a)                                  Purchase Price, Proposed Use of Proceeds and Estimated Transaction Costs

Amount reflects net cash proceeds from the sale of the Simulation Business due on closing net of the proposed use of proceeds as follows:

Cash consideration under Asset Purchase Agreement

 

 

 

$

66,500

 

Amount placed in escrow under the Asset Purchase Agreement

 

 

 

(7,000

)

Use of Proceeds:

 

 

 

 

 

6% Debentures and interest

 

$

18,105

(c)

 

 

Funding of pension plan, SERP and ESP

 

20,398

(e)

 

 

Estimated transaction costs

 

1,356

 

 

 

Total use of proceeds

 

 

 

(39,859

)

Net increase in cash

 

 

 

$

19,641

 

(b)                                 Release of Collateral Securing Our Outstanding Letters of Credit

Amounts reflect the release of cash collateral securing our reimbursement obligations under our outstanding letters of credit. Under the Asset Purchase Agreement, Rockwell Collins agreed to cause all cash collateral securing our reimbursement obligations under our outstanding letters of credit to be released as of the closing.

(c)                                  Satisfaction and Discharge of the Evans & Sutherland Computer Corporation Subordinated 6% Debentures due 2012 (“6% Debentures”)

Amounts reflect the costs to satisfy and discharge the aggregate principal amount outstanding on our 6% Debentures, as required under the terms and conditions of the Asset Purchase Agreement, as follows:

Satisfaction and Discharge of 6% Debentures:

 

 

 

Redemption amount (par)

 

$

18,015

 

Accrued and unpaid interest through March 31, 2006

 

90

 

Total costs to satisfy and discharge the 6% Debentures

 

$

18,105

 

 




(d)                                 Income Taxes and Net Gain

Upon completion of the Transaction, we will record a gain from the Transaction. The sale of assets by the Company pursuant to the Asset Purchase Agreement will be a taxable transaction for income tax purposes. Accordingly, we will recognize a gain with respect to the sale of assets pursuant to the Asset Purchase Agreement in an amount equal to the difference between the amount of the consideration received for each asset over the adjusted tax basis in the asset sold. Although the asset sale will result in taxable gain, we believe that a substantial portion of the taxable gain in the United States will be offset by current year losses from operations, and available net operating loss and tax credit carryforwards. Income taxes have been provided for the taxable gain related to a foreign subsidiary in the pro forma condensed consolidated financial data. The following table summarizes our gain for financial reporting purposes.

Cash consideration under Asset Purchase Agreement

 

 

 

$

66,500

 

Amount placed in escrow under Asset Purchase Agreement

 

(7,000

)

 

 

Estimated transaction costs

 

(1,356

)

 

 

Net proceeds

 

 

 

58,144

 

Book value of assets acquired by Rockwell Collins

 

 

 

(32,744

)

Book value of liabilities assumed by Rockwell Collins

 

 

 

16,525

 

Gain before income taxes

 

 

 

41,925

 

Income taxes

 

 

 

(1,249

)

Net gain

 

 

 

$

40,687

 

(e)                                  Funding of Our Existing Obligations under the Pension, SERP and ESP

Amount required to fund 90% of our existing obligations under each of the pension, SERP and ESP.

(f)                                    Deferred Rent Obligation

Amounts reflect deferred rent credits related to the assumption of certain leases with rent escalation provisions by Rockwell Collins in connection with the Transaction.

(g)                                 Accounting, Legal and Other Transaction Costs

Amount reflects accounting, legal and other transaction costs incurred in connection with the Transaction.

(h)                                 Cost to Fund Benefit Plans

Amount reflects the reduction in operating expenses as a result of our funding of 90% of our obligations under each of the pension plan, SERP, and ESP.

(i)                                     Interest Expense on the 6% Debentures

Amount reflects the reduction in interest expense resulting from the repayment of interest bearing 6% Debentures.



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