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
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Large accelerated filer [ ]
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Accelerated filer [ ]
|
|
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Page No.
|
||
PART I – FINANCIAL INFORMATION
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||
|
||
PART II – OTHER INFORMATION
|
||
16 |
July 1,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
3,242
|
$
|
3,734
|
||||
Restricted cash
|
602
|
601
|
||||||
Accounts receivable, net
|
3,785
|
4,825
|
||||||
Costs and estimated earnings in excess of billings on
|
||||||||
uncompleted contracts
|
3,053
|
2,695
|
||||||
Inventories, net
|
4,431
|
4,072
|
||||||
Prepaid expenses and deposits
|
714
|
1,038
|
||||||
Total current assets
|
15,827
|
16,965
|
||||||
Property and equipment, net
|
4,653
|
4,735
|
||||||
Goodwill
|
635
|
635
|
||||||
Intangible assets, net
|
13
|
27
|
||||||
Other assets
|
1,184
|
1,082
|
||||||
Total assets
|
$
|
22,312
|
$
|
23,444
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,113
|
$
|
1,062
|
||||
Accrued liabilities
|
1,302
|
1,031
|
||||||
Billings in excess of costs and estimated earnings on
|
||||||||
uncompleted contracts
|
3,998
|
3,995
|
||||||
Customer deposits
|
2,836
|
3,232
|
||||||
Current portion of retirement obligations
|
541
|
480
|
||||||
Current portion of pension settlement obligation
|
356
|
356
|
||||||
Current portion of long-term debt
|
206
|
199
|
||||||
Total current liabilities
|
10,352
|
10,355
|
||||||
Pension and retirement obligations, net of current portion
|
4,703
|
4,839
|
||||||
Pension settlement obligation, net of current portion
|
5,268
|
5,268
|
||||||
Long-term debt, net of current portion
|
1,853
|
1,975
|
||||||
Deferred rent obligation
|
1,442
|
1,653
|
||||||
Total liabilities
|
23,618
|
24,090
|
||||||
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
|
53,507
|
53,434
|
||||||
Common stock in treasury, at cost, 264,350 shares
|
(3,532
|
)
|
(3,532
|
)
|
||||
Accumulated deficit
|
(51,165
|
)
|
(50,432
|
)
|
||||
Accumulated other comprehensive loss
|
(2,404
|
)
|
(2,404
|
)
|
||||
Total stockholders' deficit
|
(1,306
|
)
|
(646
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
22,312
|
$
|
23,444
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
July 1,
|
July 3,
|
July 1,
|
July 3,
|
|||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Sales
|
$
|
5,268
|
$
|
10,289
|
$
|
13,168
|
$
|
18,291
|
||||||||
Cost of sales
|
(3,699
|
)
|
(6,896
|
)
|
(8,896
|
)
|
(11,907
|
)
|
||||||||
Gross profit
|
1,569
|
3,393
|
4,272
|
6,384
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative
|
(1,766
|
)
|
(1,755
|
)
|
(3,437
|
)
|
(3,597
|
)
|
||||||||
Research and development
|
(569
|
)
|
(544
|
)
|
(1,156
|
)
|
(1,139
|
)
|
||||||||
Pension
|
(65
|
)
|
(49
|
)
|
(131
|
)
|
(424
|
)
|
||||||||
Pension settlement
|
-
|
(3,620
|
)
|
-
|
(3,620
|
)
|
||||||||||
Total operating expenses
|
(2,400
|
)
|
(5,968
|
)
|
(4,724
|
)
|
(8,780
|
)
|
||||||||
Operating loss
|
(831
|
)
|
(2,575
|
)
|
(452
|
)
|
(2,396
|
)
|
||||||||
Other expense, net
|
(132
|
)
|
(148
|
)
|
(260
|
)
|
(173
|
)
|
||||||||
Loss before income tax provision
|
(963
|
)
|
(2,723
|
)
|
(712
|
)
|
(2,569
|
)
|
||||||||
Income tax provision (benefit)
|
(6
|
)
|
23
|
(21
|
)
|
(28
|
)
|
|||||||||
Net loss
|
$
|
(969
|
)
|
$
|
(2,700
|
)
|
$
|
(733
|
)
|
$
|
(2,597
|
)
|
||||
Net loss per common share – basic and diluted
|
$
|
(0.09
|
)
|
$
|
(0.24
|
)
|
$
|
(0.07
|
)
|
$
|
(0.23
|
)
|
||||
Weighted average common shares outstanding – basic
|
11,177
|
11,158
|
11,177
|
11,123
|
||||||||||||
Weighted average common shares outstanding – diluted
|
11,177
|
11,158
|
11,177
|
11,123
|
||||||||||||
Comprehensive income (loss), net of tax:
|
||||||||||||||||
Net loss
|
$
|
(969
|
)
|
$
|
(2,700
|
)
|
$
|
(733
|
)
|
$
|
(2,597
|
)
|
||||
Other comprehensive income (loss):
|
||||||||||||||||
Reclassification of pension expense to net income
|
-
|
-
|
-
|
195
|
||||||||||||
Pension settlement
|
31,776
|
-
|
31,776
|
|||||||||||||
Other comprehensive income
|
-
|
31,776
|
-
|
31,971
|
||||||||||||
Total comprehensive income (loss)
|
$
|
(969
|
)
|
$
|
29,076
|
$
|
(733
|
)
|
$
|
29,374
|
Six Months Ended
|
||||||||
July 1,
|
July 3,
|
|||||||
2016
|
2015
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(733
|
)
|
$
|
(2,597
|
)
|
||
Adjustments to reconcile net loss to net cash used in
|
||||||||
operating activities:
|
||||||||
Depreciation and amortization
|
145
|
144
|
||||||
Amortization of deferred pension costs
|
-
|
195
|
||||||
Pension settlement charge
|
-
|
3,620
|
||||||
Provision for excess and obsolete inventory
|
124
|
33
|
||||||
Other
|
79
|
32
|
||||||
Changes in assets and liabilities:
|
||||||||
Decrease (increase) in restricted cash
|
(1
|
)
|
90
|
|||||
Decrease (increase) in accounts receivable
|
1,034
|
(1,072
|
)
|
|||||
Increase in inventories
|
(483
|
)
|
(949
|
)
|
||||
Increase in costs and estimated earnings in
|
||||||||
excess of billings on uncompleted contracts, net
|
(355
|
)
|
(2,996
|
)
|
||||
Decrease (increase) in prepaid expenses and other assets
|
222
|
(935
|
)
|
|||||
Increase in accounts payable
|
51
|
367
|
||||||
Increase in accrued liabilities
|
271
|
915
|
||||||
Decrease in pension and retirement obligations
|
(75
|
)
|
(23
|
)
|
||||
Decrease in pension settlement obligation
|
-
|
(1,485
|
)
|
|||||
Increase (decrease) in customer deposits
|
(396
|
)
|
70
|
|||||
Decrease in deferred rent obligation
|
(211
|
)
|
(212
|
)
|
||||
Net cash used in operating activities
|
(328
|
)
|
(4,803
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(49
|
)
|
(27
|
)
|
||||
Net cash used in investing activities
|
(49
|
)
|
(27
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Principal payments on long-term debt
|
(115
|
)
|
(109
|
)
|
||||
Net cash used in financing activities
|
(115
|
)
|
(109
|
)
|
||||
Net decrease in cash and cash equivalents
|
(492
|
)
|
(4,939
|
)
|
||||
Cash and cash equivalents as of beginning of the period
|
3,734
|
7,038
|
||||||
Cash and cash equivalents as of end of the period
|
$
|
3,242
|
$
|
2,099
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
72
|
$
|
93
|
||||
Income taxes
|
11
|
11
|
||||||
Supplemental disclosures of non-cash investing and financing
|
||||||||
activities:
|
||||||||
Settlement of pension liability
|
$
|
-
|
$
|
35,869
|
1.
|
GENERAL
|
July 1,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
Raw materials
|
$
|
6,135
|
$
|
5,958
|
||||
Work in process
|
1,489
|
1,265
|
||||||
Finished goods
|
302
|
220
|
||||||
Reserve for obsolete inventory
|
(3,495
|
)
|
(3,371
|
)
|
||||
Inventories, net
|
$
|
4,431
|
$
|
4,072
|
||||
2.
|
STOCK OPTION PLAN
|
Weighted-
|
||||||||
Average
|
||||||||
Number
|
Exercise
|
|||||||
of Shares
|
Price
|
|||||||
Outstanding as of beginning of the period
|
1,470
|
$
|
1.53
|
|||||
Granted
|
226
|
0.89
|
||||||
Exercised
|
-
|
|||||||
Forfeited or expired
|
(175
|
)
|
6.65
|
|||||
Outstanding as of end of the period
|
1,521
|
0.84
|
||||||
Exercisable as of end of the period
|
1,137
|
$
|
0.92
|
Risk-free interest rate
|
1.17
|
%
|
||
Dividend yield
|
0
|
%
|
||
Volatility
|
258
|
%
|
||
Expected life
|
3.5 years
|
3.
|
EMPLOYEE RETIREMENT BENEFIT PLANS
|
Supplemental Executive
|
||||||||||||||||
Pension Plan
|
Retirement Plan
|
|||||||||||||||
July 1,
|
July 3,
|
July 1,
|
July 3,
|
|||||||||||||
For the three months ended:
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Service cost
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Interest cost
|
-
|
-
|
48
|
44
|
||||||||||||
Expected return on assets
|
-
|
-
|
-
|
-
|
||||||||||||
Amortization of actuarial loss
|
-
|
-
|
20
|
17
|
||||||||||||
Amortization of prior year service cost
|
-
|
-
|
(3
|
)
|
(12
|
)
|
||||||||||
Net periodic benefit expense
|
-
|
-
|
65
|
49
|
||||||||||||
Insurance premium due PBGC
|
-
|
-
|
-
|
-
|
||||||||||||
$
|
-
|
$
|
-
|
$
|
65
|
$
|
49
|
Supplemental Executive
|
||||||||||||||||
Pension Plan
|
Retirement Plan
|
|||||||||||||||
July 1,
|
July 3,
|
July 1,
|
July 3,
|
|||||||||||||
For the six months ended:
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Service cost
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Interest cost
|
-
|
617
|
95
|
88
|
||||||||||||
Expected return on assets
|
-
|
(585
|
)
|
-
|
-
|
|||||||||||
Amortization of actuarial loss
|
-
|
195
|
41
|
34
|
||||||||||||
Amortization of prior year service cost
|
-
|
-
|
(5
|
)
|
(24
|
)
|
||||||||||
Net periodic benefit expense
|
-
|
227
|
131
|
98
|
||||||||||||
Insurance premium due PBGC
|
-
|
99
|
-
|
-
|
||||||||||||
$
|
-
|
$
|
326
|
$
|
131
|
$
|
98
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
July 1, 2016
|
July 3, 2015
|
July 1, 2016
|
July 3, 2015
|
|||||||||||||
Sales
|
$
|
5,268
|
$
|
10,289
|
$
|
13,168
|
$
|
18,291
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
July 1, 2016
|
July 3, 2015
|
July 1, 2016
|
July 3, 2015
|
|||||||||||||
Gross profit
|
$
|
1,569
|
$
|
3,393
|
$
|
4,272
|
$
|
6,384
|
||||||||
Gross profit percentage
|
30
|
%
|
33
|
%
|
32
|
%
|
35
|
%
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
July 1, 2016
|
July 3, 2015
|
July 1, 2016
|
July 3, 2015
|
|||||||||||||
Selling, general and
|
||||||||||||||||
administrative
|
$
|
1,766
|
$
|
1,755
|
$
|
3,437
|
$
|
3,597
|
||||||||
Research and development
|
569
|
544
|
1,156
|
1,139
|
||||||||||||
Pension
|
65
|
49
|
131
|
424
|
||||||||||||
Pension settlement
|
-
|
3,620
|
-
|
3,620
|
||||||||||||
Total operating expenses
|
$
|
2,400
|
$
|
5,968
|
$
|
4,724
|
$
|
8,780
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
July 1, 2016
|
July 3, 2015
|
July 1, 2016
|
July 3, 2015
|
|||||||||||||
Total other expense, net
|
$
|
132
|
$
|
148
|
$
|
260
|
$
|
173
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended, filed herewith.
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended, filed herewith.
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
101
|
The following materials from this Quarterly Report on Form 10-Q for the period ended July 1, 2016, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
|
EVANS & SUTHERLAND COMPUTER CORPORATION | ||
Date:
|
August 4, 2016
|
By: /s/ Paul Dailey
|
Paul Dailey, Chief Financial Officer
|
||
and Corporate Secretary
|
||
(Authorized Officer)
|
||
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Evans & Sutherland Computer Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Evans & Sutherland Computer Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 4, 2016
|
By: /s/ David H. Bateman
|
David H. Bateman
|
|
Chief Executive Officer
|
Date: August 4, 2016
|
By: /s/ Paul L. Dailey
|
Paul L. Dailey
|
|
Chief Financial Officer
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jul. 01, 2016 |
Aug. 03, 2016 |
|
Document and Entity Information: | ||
Entity Registrant Name | EVANS & SUTHERLAND COMPUTER CORPORATION | |
Document Type | 10-Q | |
Document Period End Date | Jul. 01, 2016 | |
Trading Symbol | escc | |
Amendment Flag | false | |
Entity Central Index Key | 0000276283 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 11,177,316 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Jul. 01, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position | ||
Preferred Stock, par value | ||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares outstanding | ||
Common Stock, par value | $ 0.20 | $ 0.20 |
Common Stock, shares authorized | 30,000,000 | 30,000,000 |
Common Stock, shares issued | 11,441,666 | 11,441,666 |
Common stock in treasury, shares | 264,350 | 264,350 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2016 |
Jul. 03, 2015 |
Jul. 01, 2016 |
Jul. 03, 2015 |
|
Statement of Comprehensive Income | ||||
Sales | $ 5,268 | $ 10,289 | $ 13,168 | $ 18,291 |
Cost of sales | (3,699) | (6,896) | (8,896) | (11,907) |
Gross profit | 1,569 | 3,393 | 4,272 | 6,384 |
Operating expenses: | ||||
Selling, general and administrative | (1,766) | (1,755) | (3,437) | (3,597) |
Research and development | (569) | (544) | (1,156) | (1,139) |
Pension | (65) | (49) | (131) | (424) |
Pension settlement | (3,620) | (3,620) | ||
Total operating expenses | (2,400) | (5,968) | (4,724) | (8,780) |
Operating loss | (831) | (2,575) | (452) | (2,396) |
Other expense, net | (132) | (148) | (260) | (173) |
Loss before income tax provision | (963) | (2,723) | (712) | (2,569) |
Income tax provision (benefit) | (6) | 23 | (21) | (28) |
Net loss | $ (969) | $ (2,700) | $ (733) | $ (2,597) |
Net loss per common share - basic and diluted | $ (0.09) | $ (0.24) | $ (0.07) | $ (0.23) |
Weighted average common shares outstanding - basic | 11,177 | 11,158 | 11,177 | 11,123 |
Weighted average common shares outstanding - diluted | 11,177 | 11,158 | 11,177 | 11,123 |
Comprehensive income (loss), net of tax: | ||||
Net loss | $ (969) | $ (2,700) | $ (733) | $ (2,597) |
Other comprehensive income (loss): | ||||
Reclassification of pension expense to net income | 195 | |||
Pension settlement | 31,776 | 31,776 | ||
Other comprehensive income | 31,776 | 31,971 | ||
Total comprehensive income (loss) | $ (969) | $ 29,076 | $ (733) | $ 29,374 |
1. General |
6 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2016 | ||||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||||
1. General | 1. GENERAL
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Evans & Sutherland Computer Corporation and subsidiaries (collectively, the "Company" or "E&S") have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations, and cash flows, in conformity with U.S. generally accepted accounting principles ("US GAAP"). This report on Form 10-Q should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 2015.
The accompanying unaudited condensed consolidated balance sheets, statements of comprehensive income (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 three and six months ended July 1, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016. The Company operates on a calendar year with the first three fiscal quarters ending on the last Friday of the thirteenth week in the quarter.
Revenue Recognition
Sales include revenues from system hardware and the related integrated software, database products and service contracts. The following methods are used to determine revenue recognition:
Percentage of Completion. In arrangements that are longer in term and require significant production, modification or customization, revenue is recognized using the percentage-of-completion method. In applying this method, the Company utilizes cost-to-cost methodology whereby it estimates the percent complete by calculating the ratio of costs incurred (consisting of material, labor and subcontracting costs, as well as an allocation of indirect costs) for each contract to its total anticipated costs for that contract. This ratio is then utilized to determine the amount of gross profit earned based on the Company's estimate of total gross profit at completion for each contract. The Company routinely reviews estimates related to percentage-of-completion contracts and adjusts for changes in the period the revisions are made. Billings on uncompleted percentage-of-completion contracts may be greater than or less than incurred costs and estimated earnings and are recorded as an asset or liability in the accompanying condensed consolidated balance sheets.
In those arrangements where software is a significant component of the contract, the Company uses the percentage-of-completion method as described above.
Completed Contract. Contract arrangements which typically require a relatively short period of time to complete the production, modification, and customization of products are accounted for using the completed contract method. Accordingly, revenue is recognized upon delivery of the completed product, provided persuasive evidence of an arrangement exists, title and risk of loss have transferred to the customer, the fee is fixed or determinable, and collection is reasonably assured.
Multiple Element Arrangements. Some contracts include multiple elements. Significant deliverables in such arrangements commonly include various hardware components of the Company's visual display systems, domes, show content and various service and maintenance elements. Revenue earned on elements such as products, services and maintenance contracts are allocated to each element based on the relative fair values of the elements. Relative fair values of elements are generally determined based on actual and estimated selling price. Delivery times of such contracts typically occur within a three to six-month time period.
Other. Other revenue consists primarily of amounts earned under maintenance contracts that are generally sold as a single element. Revenue from product maintenance contracts, including separately priced extended warranty contracts, is deferred and recognized over the period of performance under the contract.
Anticipated Losses. For contracts with anticipated losses at completion, a provision is recorded when the loss is probable. After an anticipated loss is recorded, subsequent revenues and cost of sales are recognized in equal and offsetting amounts as contract costs are incurred.
Stock-Based Compensation
Compensation cost for all stock-based awards is measured at fair value on the date of grant and is recognized over the service period for awards expected to vest. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the value of share-based awards that are expected to be forfeited. Actual results and future estimates may differ from the Company's current estimates.
Net 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. Stock options are considered to be common stock equivalents in computing diluted net income per share, when applicable. When the Company incurs a loss, potentially dilutive common stock equivalents are excluded as their effect would be anti-dilutive, thereby decreasing the net loss per common share. Because there was a net loss for the periods presented, no common stock equivalents were used in the computation of the net loss per common share.
Inventories, net
Inventories consisted of the following:
|
2. Stock Option Plan |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2016 | |||||||||||||||||||||||||||||||||||||||||||||
Notes | |||||||||||||||||||||||||||||||||||||||||||||
2. Stock Option Plan | 2. STOCK OPTION PLAN
As of July 1, 2016, options to purchase 1,252,581 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 six months ended July 1, 2016 follows (shares in thousands):
As of July 1, 2016, options exercisable and options outstanding had a weighted average remaining contractual term of 4.50 and 5.63 years, respectively, and had an aggregate intrinsic value of $345 and $418, respectively.
The Black-Scholes option-pricing model is used to estimate the fair value of options under the Company's stock option plan. The weighted average values of employee stock options granted under the stock option plan, as well as the weighted average assumptions used in calculating these values during the first six months of 2016, were based on estimates as of the date of grant as follows:
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 July 1, 2016, there was approximately $116 of total unrecognized share-based compensation cost related to grants under the stock option plan that will be recognized over a weighted-average period of 2.3 years.
Share-based compensation expense included in selling, general and administrative expense in the statements of comprehensive income (loss) for each of the six-month periods ended July 1, 2016 and July 3, 2015 was $72 and $20, respectively. Share-based compensation expense included in selling, general and administrative expense in the statements of comprehensive income (loss) for each of the three-month periods ended July 1, 2016 and July 3, 2015 was $48 and $11, respectively. |
3. Employee Retirement Benefit Plans |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3. Employee Retirement Benefit Plans | 3. EMPLOYEE RETIREMENT BENEFIT PLANS
Settlement of Pension Plan Liabilities
On April 21, 2015, the Company entered into a series of agreements to terminate its defined pension plan (the "Pension Plan") and settle the resulting liabilities. Pursuant to the agreements, as of July 1, 2016, the Company is obligated to pay eleven remaining installments of $750 to the Pension Benefit Guaranty Corporation (the "PBGC") due annually on October 31 of each year from 2016 through 2026 (the "Pension Settlement Obligation"). As security for the Pension Settlement Obligation, the Company granted to the PBGC a security interest on all of the Company's assets, subordinate to certain senior liens held by the Company's two senior lenders. The Pension Settlement Obligation is recorded net of imputed interest expense at 7%, as a liability on the balance sheet.
The Company recorded pension expense of $326 attributable to the Pension Plan for the first quarter of 2015, which was prior to the April 2015 plan termination. As a result of the termination Pension Plan, the Company's only remaining pension obligation is the Supplemental Executive Retirement Plan ("SERP").
Employer Contributions
The Company is not currently required to fund the SERP. All benefit payments are made by the Company directly to those who receive benefits from the SERP. As such, these payments are treated as both contributions and benefits paid for reporting purposes. The Company expects to contribute and pay SERP benefits of approximately $541 in the next 12 months.
Components of Net Periodic Benefit Expense
For the six-month period ended July 3, 2015, the Company reclassified $195 of actuarial loss from accumulated other comprehensive loss that was included in pension expense in the statements of comprehensive loss for the same period. |
1. General (Policies) |
6 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2016 | ||||||||||||||||||||||||||||
Policies | ||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Evans & Sutherland Computer Corporation and subsidiaries (collectively, the "Company" or "E&S") have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations, and cash flows, in conformity with U.S. generally accepted accounting principles ("US GAAP"). This report on Form 10-Q should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 2015.
The accompanying unaudited condensed consolidated balance sheets, statements of comprehensive income (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 three and six months ended July 1, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016. The Company operates on a calendar year with the first three fiscal quarters ending on the last Friday of the thirteenth week in the quarter. |
|||||||||||||||||||||||||||
Revenue Recognition | Revenue Recognition
Sales include revenues from system hardware and the related integrated software, database products and service contracts. The following methods are used to determine revenue recognition:
Percentage of Completion. In arrangements that are longer in term and require significant production, modification or customization, revenue is recognized using the percentage-of-completion method. In applying this method, the Company utilizes cost-to-cost methodology whereby it estimates the percent complete by calculating the ratio of costs incurred (consisting of material, labor and subcontracting costs, as well as an allocation of indirect costs) for each contract to its total anticipated costs for that contract. This ratio is then utilized to determine the amount of gross profit earned based on the Company's estimate of total gross profit at completion for each contract. The Company routinely reviews estimates related to percentage-of-completion contracts and adjusts for changes in the period the revisions are made. Billings on uncompleted percentage-of-completion contracts may be greater than or less than incurred costs and estimated earnings and are recorded as an asset or liability in the accompanying condensed consolidated balance sheets.
In those arrangements where software is a significant component of the contract, the Company uses the percentage-of-completion method as described above.
Completed Contract. Contract arrangements which typically require a relatively short period of time to complete the production, modification, and customization of products are accounted for using the completed contract method. Accordingly, revenue is recognized upon delivery of the completed product, provided persuasive evidence of an arrangement exists, title and risk of loss have transferred to the customer, the fee is fixed or determinable, and collection is reasonably assured.
Multiple Element Arrangements. Some contracts include multiple elements. Significant deliverables in such arrangements commonly include various hardware components of the Company's visual display systems, domes, show content and various service and maintenance elements. Revenue earned on elements such as products, services and maintenance contracts are allocated to each element based on the relative fair values of the elements. Relative fair values of elements are generally determined based on actual and estimated selling price. Delivery times of such contracts typically occur within a three to six-month time period.
Other. Other revenue consists primarily of amounts earned under maintenance contracts that are generally sold as a single element. Revenue from product maintenance contracts, including separately priced extended warranty contracts, is deferred and recognized over the period of performance under the contract.
Anticipated Losses. For contracts with anticipated losses at completion, a provision is recorded when the loss is probable. After an anticipated loss is recorded, subsequent revenues and cost of sales are recognized in equal and offsetting amounts as contract costs are incurred. |
|||||||||||||||||||||||||||
Stock-based Compensation | Stock-Based Compensation
Compensation cost for all stock-based awards is measured at fair value on the date of grant and is recognized over the service period for awards expected to vest. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the value of share-based awards that are expected to be forfeited. Actual results and future estimates may differ from the Company's current estimates. |
|||||||||||||||||||||||||||
Net Income Per Common Share | 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. Stock options are considered to be common stock equivalents in computing diluted net income per share, when applicable. When the Company incurs a loss, potentially dilutive common stock equivalents are excluded as their effect would be anti-dilutive, thereby decreasing the net loss per common share. Because there was a net loss for the periods presented, no common stock equivalents were used in the computation of the net loss per common share. |
|||||||||||||||||||||||||||
Inventories, Net | Inventories, net
Inventories consisted of the following:
|
1. General (Tables) |
6 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2016 | ||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||
Schedule of Inventory | Inventories consisted of the following:
|
2. Stock Option Plan (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2016 | |||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||
Schedule of Stock Option Plan Activity | A summary of activity in the stock option plan for the six months ended July 1, 2016 follows (shares in thousands):
|
||||||||||||||||||||||||||||||||||||
Schedule of Stock Options Valuation Assumptions | 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 six months of 2016, were based on estimates as of the date of grant as follows:
|
3. Employee Retirement Benefit Plans (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Net Periodic Benefit Expense |
|
1. General: Inventories, Net: Schedule of Inventory (Details) - USD ($) $ in Thousands |
Jul. 01, 2016 |
Dec. 31, 2015 |
---|---|---|
Details | ||
Raw Materials | $ 6,135 | $ 5,958 |
Work in process | 1,489 | 1,265 |
Finished goods | 302 | 220 |
Reserve for obsolete inventory | (3,495) | (3,371) |
Inventories, net | $ 4,431 | $ 4,072 |
2. Stock Option Plan (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2016 |
Jul. 03, 2015 |
Jul. 01, 2016 |
Jul. 03, 2015 |
|
Options exercisable, weighted average remaining contractual term | 4 years 6 months | 5 years 7 months 17 days | ||
Options, Outstanding, Aggregate Intrinsic Value | $ 345 | $ 418 | $ 345 | $ 418 |
Total unrecognized share-based compensation cost | 116 | $ 116 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 3 months 18 days | |||
Allocated Share-based Compensation Expense | $ 48 | $ 11 | $ 72 | $ 20 |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,252,581 | 1,252,581 |
2. Stock Option Plan: Schedule of Stock Option Plan Activity (Details) shares in Thousands |
6 Months Ended |
---|---|
Jul. 01, 2016
$ / shares
shares
| |
Details | |
Outstanding as of the beginning of the period | 1,470 |
Outstanding as of the beginning of the period, weighted average exercise price | $ / shares | $ 1.53 |
Granted | 226 |
Granted, weighted average exercise price | $ / shares | $ 0.89 |
Exercised | |
Forfeited or expired | (175) |
Forfeited or expired, weighted average exercise price | $ / shares | $ 6.65 |
Outstanding as of the end of the period | 1,521 |
Outstanding as of the end of the period, weighted average exercise price | $ / shares | $ 0.84 |
Exercisable as of the end of the period | 1,137 |
Exercisable as of the end of the period, weighted average exercise price | $ / shares | $ 0.92 |
2. Stock Option Plan: Schedule of Stock Options Valuation Assumptions (Details) |
6 Months Ended |
---|---|
Jul. 01, 2016 | |
Details | |
Risk-free interest rate | 1.17% |
Dividend yield | 0.00% |
Volatility | 258.00% |
Expected life | 3 years 6 months |
3. Employee Retirement Benefit Plans (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|---|
Apr. 30, 2015 |
Jul. 01, 2016 |
Jul. 03, 2015 |
Apr. 03, 2015 |
Jul. 01, 2016 |
Jul. 03, 2015 |
Apr. 21, 2015 |
|
Pension Plan Settlement Agreement, Payment Schedule | the Company is obligated to pay eleven remaining installments of $750 to the Pension Benefit Guaranty Corporation (the 'PBGC') due annually on October 31 of each year from 2016 through 2026 (the 'Pension Settlement Obligation'). | ||||||
Pension Settlement Obligation, Interest Rate | 7.00% | ||||||
Pension | $ 65 | $ 49 | $ 131 | $ 424 | |||
Reclassification of pension expense to net income | 195 | ||||||
Pension Plan | |||||||
Pension | 0 | 0 | $ 326 | 0 | 326 | ||
Supplemental Executive Retirement Plan | |||||||
Pension | 65 | $ 49 | 131 | $ 98 | |||
Expected Future Benefit Payments, Next Twelve Months | $ 541 | $ 541 |
3. Employee Retirement Benefit Plans: Schedule of Net Periodic Benefit Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jul. 01, 2016 |
Jul. 03, 2015 |
Apr. 03, 2015 |
Jul. 01, 2016 |
Jul. 03, 2015 |
|
Pension | $ 65 | $ 49 | $ 131 | $ 424 | |
Pension Plan | |||||
Service cost | 0 | 0 | 0 | 0 | |
Interest cost | 0 | 0 | 0 | 617 | |
Expected return on assets | 0 | 0 | 0 | (585) | |
Amortization of actuarial loss | 0 | 0 | 0 | 195 | |
Amortization of prior year service cost | 0 | 0 | 0 | 0 | |
Net periodic benefit cost | 0 | 0 | 0 | 227 | |
Insurance premium due PBGC | 0 | 0 | 0 | 99 | |
Pension | 0 | 0 | $ 326 | 0 | 326 |
Supplemental Executive Retirement Plan | |||||
Service cost | 0 | 0 | 0 | 0 | |
Interest cost | 48 | 44 | 95 | 88 | |
Expected return on assets | 0 | 0 | 0 | 0 | |
Amortization of actuarial loss | 20 | 17 | 41 | 34 | |
Amortization of prior year service cost | (3) | (12) | (5) | (24) | |
Net periodic benefit cost | 65 | 49 | 131 | 98 | |
Insurance premium due PBGC | 0 | 0 | 0 | 0 | |
Pension | $ 65 | $ 49 | $ 131 | $ 98 |
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