10-K 1 esform10k012312013.htm 10-K esform10k012312013.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the year ended December 31, 2013
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.)
   
770 Komas Drive, Salt Lake City, Utah
84108
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 801-588-1000
 
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
Common Stock, $0.20 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes  [x] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  [ ] Yes  [x] No

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.       [x] Yes       [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [x] Yes  [  ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[x]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 Large accelerated filer [  ]           Accelerated filer [  ]                         Non-accelerated filer [  ]                       Smaller reporting company [x]
                                                                                      (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).  [  ] Yes    [x] No

The aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant as of June 28, 2013 the last business day of the registrant’s most recently completed second fiscal quarter was $90,785 based on the closing sale price of $0.05 as reported by the Over-the-Counter Market. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common stock, based on Schedule 13D and 13G filings, have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination of affiliate status for other purposes.

The number of shares of the registrant’s Common Stock outstanding as of March 24, 2014 was 11,089,199.

 
 

 


DOCUMENTS INCORPORATED BY REFERENCE:

 
Certain information from the Registrant’s definitive proxy statement for the 2014 Annual Meeting of Shareholders is incorporated by reference into Part III hereof.

 
 

 

FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2013
 
PART I
     
PART II
     
     
PART III
     
PART IV
     
     
 
 


ITEM 1.   BUSINESS
 
Throughout this document Evans & Sutherland Computer Corporation may be referred to as “Evans & Sutherland,” “E&S,” “we,” “us,” “our” or the “Company.”  All dollar amounts are in thousands unless otherwise indicated.
 
Evans & Sutherland was incorporated in the state of Utah on May 10, 1968.  Our principal offices are located at 770 Komas Drive, Salt Lake City, Utah 84108, and our telephone number is (801) 588-1000.  Through a link on our website, www.es.com, we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”).  We make our website content available for informational purposes only.  The information provided on our website is not incorporated by reference into this Form 10-K and our website address is not intended to be a hyperlink.  The above reports and other information are also available, free of charge, at www.sec.gov.  Alternatively, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

General

Evans & Sutherland focuses on the production of high-quality advanced visual display systems used primarily in full-dome video projection applications, dome projection screens, dome architectural treatments, and unique content for planetariums, schools, science centers, other educational institutions, and entertainment venues.  With a 45-year history in computer graphics, we are widely regarded as both a pioneer and a leader in providing the world’s most compelling full-dome digital theater and planetarium systems as well as original full-dome shows.  With our subsidiary, Spitz, Inc., and its over 60-year history as a leading supplier of planetarium systems, dome projection screens and other dome displays, E&S supplies premier total system solutions for its digital theater markets as well as customized domes and other unique geometric structures in the architectural market.
   
We continue to maintain a significant share of the overall planetarium and digital theater market. We estimate that our market share has ranged from 35% to 70%, depending on the specific market and time period.  We estimate that the size of the market for digital theater and planetarium systems is approximately $65 million annually. 

Description of Products
 
E&S offers a range of products and services primarily for dome and planetarium theaters in educational institutions, training, and entertainment venues.  These products include state of the art planetarium and dome theater systems consisting of proprietary hardware and software, and other unique visual display systems primarily used to project digital video on large curved surfaces.  We also produce unique show content both for our own library which we license to customers and for specific customer requirements for planetarium and dome theaters.  Additionally we manufacture and install metal domes with customized optical coatings and acoustical properties that are used for planetarium and dome theaters as well as many other unique custom applications.  Our dome engineering and manufacturing resources also design and supply geometrically complex structures for customized architectural treatments, often involving curved metal shapes with unique optical and acoustical properties.
 
Description of Markets
 
We are an industry leader in providing full-dome hardware and software to an international customer base in the digital theater, planetarium, entertainment, training and educational markets.  In each of these markets we face highly competitive conditions where we compete on features, performance, and responsiveness to customer needs as well as on price.  E&S is unique among its competitors by virtue of its capability as a single source that can directly supply and integrate all of the equipment in the planetarium theater, including the projection system, sound, lighting, computer control system and domed projection screen.  We believe our range of visual systems and services at various price and performance levels, our research and development investments and capabilities, our responsiveness to customers, and our ability to design and manufacture value-added visual systems enable us to compete effectively. Our competitive strengths with visual systems and services aid the sale of our dome projection screens as customers often require a new dome projection screen with their visual system. We also believe our capabilities to design and manufacture domes and certain other architectural structures are very unique and enable us to compete effectively in all of the markets where these products are sold.
 


 
Digital Theater
 
In the digital theater market our products compete with traditional optical-mechanical products and digital display systems offered by GOTO Optical Mfg. Co., Konica-Minolta Planetarium Co. Ltd., Carl Zeiss Inc., and Sky-Skan, Inc. The Company’s digital display systems can be configured with our proprietary projector systems or standard commercial projectors similar to systems sold by our competitors.  Our proprietary Digistar full-dome digital system, along with other customized software tools differentiate our digital theater systems and compete favorably with competitive digital display systems. Our SciDome planetarium system, which uses a dome theater version of a retail desktop astronomy product with curriculum tools for teachers, creates a unique competitive advantage when targeting smaller classroom planetarium theaters.
 
Advanced Displays
 
Our capabilities and products sometimes are used for special advance display applications primarily for wide audiences in specialty theaters and other visitor attractions. This includes the integration of the most advanced video projectors with customized lenses, software and unique application techniques to serve customers who are in search of extraordinary display of visual content. Our competition in these markets includes various specialty audio visual systems integrators and alternative solutions using other technologies.
 
Domed Structures
 
Our Spitz subsidiary is the world's leading producer of domed projection screens. At Spitz we design, manufacture, and install domed projection screens used in planetarium theaters and a variety of other applications such as ride simulators, special or large format film theaters, simulation training systems and architectural treatments. We have developed proprietary dome products such as our NanoSeam dome which we believe provides the smoothest, most uniform projection surface available. Our experience with dome projection screens enables us to advise on the architectural integration of domed projection screens and solve complex optical problems involving reflectivity and image distortion on compound curved surfaces. We believe that these skills are important to buyers of domed projection screens. The principal customers in our dome business are entities in the entertainment, educational and commercial and military simulation markets. Customers include major theme parks, casinos, world expositions, museums, schools, and military defense contractors. There is currently one known domestic competitor that manufactures domed projection screens. In addition, construction or metal fabrication contractors occasionally supply domed projection screens, particularly in foreign markets. The structures we design and supply for architectural treatments are sold as complements to our dome screen products or into the architectural market for a wide variety of interesting venues. Competition for our architectural treatment products usually comes from construction or metal fabrication contractors often with an alternative design idea.

Intellectual Property

We own a significant number of patents and trademarks and we are a licensee under several others.  Our portfolio of patents and trademarks, as a whole, contributes to our business.  However, no one piece of intellectual property is critical to our business, thus no individual piece of our intellectual property is separately discussed.  In the U.S. and internationally, we hold active patents that cover many aspects of our visualization technology.  Several patent applications are presently pending and routinely other patent applications are in preparation. We actively pursue patents on our new technology and we intend to vigorously protect our patent rights.  We often trademark key product names and brand names to protect our equity in the marketplace. We routinely copyright software and documentation and institute copyright registration when appropriate.  Currently we retain a total of 25 active U.S. patents.

Research & Development

We consider the timely development and improvement of our technology to be essential to maintain our competitive position and to capitalize on market opportunities.  We continue to fund essentially all research and development (“R&D”) efforts internally. 


R&D efforts continue to improve Digistar, our popular full-dome digital system and a key component to our planetarium and dome theater products.  We also explore the possibility of other commercial applications for Digistar technology as opportunities arise. We conduct ongoing R&D to improve the functionality of SciDome to keep pace with updated versions of the desktop software it emulates and to take advantage of the latest digital display and theater technology. Some noteworthy specific R&D activities for our advance display and planetarium products include the development of unique techniques to display three dimensional digital video and the expansion of educational curriculum tools to cover new subject matter in addition to astronomy such as chemistry and earth sciences.  We continue to develop improvements to our dome products including optical coatings and ways to make the projection surface more uniform.  There are also R&D efforts ongoing to enhance components of the systems we sell, such as improvements to theater lighting.
 
We continually work with the new digital projection technologies to develop advanced visual display systems primarily to be used by wide audiences in specialty theaters and other visitor attractions. This includes the integration of the most advanced video projectors with customized lenses, software and unique application techniques to serve customers who are in search of extraordinary display of visual content.
 
Dependence on Suppliers
 
Most of our current parts and assemblies are readily available through multiple sources in the open market; however, a limited number are available only from a single source.  In these cases, we either stock adequate inventory to cover future product demands, obtain the agreement of the vendor to maintain adequate stock for future demands, or develop alternative components or sources where appropriate.
 
Employees
 
As of December 31, 2013, Evans & Sutherland and its subsidiaries employed a total of 96 persons of which 94 were employed full time. 
 
Environmental Standards
 
We believe our facilities and operations are within standards fully acceptable to the Environmental Protection Agency and that all facilities and procedures are operated in accordance with environmental rules and regulations, and international, federal, state and local laws.
 
Strategic Relationships
 
In the normal course of business, we develop and maintain various types of relationships with key customers and technology partners.  The teaming agreements are with industry partners and are intended to improve our overall competitive position.  The product development agreements enhance our products by the cooperative development of new features and capabilities necessary to maintain our industry leading position.
 
Forward-Looking Statements and Associated Risks
 
This annual report, including all documents incorporated herein by reference, includes certain “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, including, among others, those statements preceded by, followed by or including the words “estimates,” “believes,” “expects,” “anticipates,” “plans,” “projects,” “intends,” “predicts,” “may,” “will,” “could,” “would,” “potential” and similar expressions or the negative of such terms.  See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II of this annual report on Form 10-K for a list of some of the forward-looking statements included in this Form 10-K.
 


EXECUTIVE OFFICERS OF THE REGISTRANT
 
The following sets forth certain information regarding the executive officers of E&S as of December 31, 2013.
 
Name
Age
Position
David H. Bateman
71
President, Chief Executive Officer and Director
Paul L. Dailey
57
Chief Financial Officer and Corporate Secretary
Bob Morishita
63
Vice President Human Resources
Kirk D. Johnson
52
Vice President and General Manager of Digital Theater
Jonathan A. Shaw
57
President and Chief Executive Officer of Spitz, Inc.
 
David H. Bateman was appointed President and Chief Executive Officer of E&S in February 2007.  Mr. Bateman joined E&S as Director of Business Operations in May 1998. He was appointed Vice President – Business Operations in March 2000 and Interim President and Chief Executive Officer and a member of the Board of Directors in June 2006.
 
Paul L. Dailey was appointed Chief Financial Officer and Corporate Secretary of E&S in February 2007.  He became an executive officer of E&S in August 2006 when he was appointed Acting Chief Financial Officer and Corporate Secretary.  Prior to his appointments at E&S, Mr. Dailey served as Executive Vice President, Chief Financial Officer and Corporate Secretary of E&S’s subsidiary, Spitz, Inc., where he started as Controller in 1983. Mr. Dailey is a Certified Public Accountant.
 
Bob Morishita was appointed Vice President of Human Resources in 2000.  He joined E&S as Compensation Manager in 1982 and was appointed Human Resources Director in 1997.
 
Kirk D. Johnson was appointed Vice President and General Manager of Digital Theater in January 2002.  He joined E&S in April 1990 and has held various engineering and management positions throughout his service at E&S. 
 
Jonathan A. Shaw was appointed President and Chief Executive Officer of E&S’s subsidiary, Spitz, Inc., in November 2001, where he held various management positions since 1985. 
 
 
Our principal executive, engineering, manufacturing and operations facilities are located in the University of Utah Research Park in Salt Lake City, Utah, where we lease two buildings, which we previously owned, totaling approximately 68,000 square feet.  The buildings are located on land leased from the University of Utah with an initial term of 40 years or longer. During 2009, we concluded a sale-leaseback of the buildings whereby the buildings have been sold and the land lease has been assigned to a third-party lender.  We lease the land and our buildings from that lender on a 5-year lease term with the option to renew the lease for two additional 5-year lease terms.  Because we also have the option to buy back the property and interest in the land lease during the term of the lease, the transaction was recorded as a financing and therefore the buildings and related improvements are still recorded as assets as of December 31, 2013.
 
Spitz owns and occupies an approximately 47,000 square-foot building on approximately 15.2 acres in Chadds Ford, Pennsylvania. The property serves as collateral under Spitz’s debt agreements through a mortgage granted to First Keystone Bank which is now The Bryn Mawr Trust Company, a commercial bank.
 
 
In the normal course of business, we may have various legal claims and other contingent matters.  We know of no legal claims outstanding that would have a material adverse effect on our consolidated financial position, liquidity or results of operations.
 
 
Not applicable
 

 


 

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the Over-the-Counter Markets under the symbol “ESCC.”  On March 24, 2014, there were approximately 570 holders of record of our common stock.  Because brokers and other institutions hold many of our shares on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
 
We have never paid a cash dividend on our common stock and have used funds generated internally to operate our business.  Currently we have an accumulated deficit.  For the foreseeable future, we intend to follow our policy of retaining any future earnings to finance the development and growth of our business.
 
Additional information required by this item is incorporated by reference to the table captioned Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2013 in Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of Part III of this annual report on Form 10-K.
 
The table below presents the high and low sales prices per share as reported by the Over-the-Counter Markets, by quarter for 2013 and 2012. The quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.
   
2013
   
2012
 
   
 High
   
 Low
   
 High
   
 Low
 
First Quarter
  $ 0.13     $ 0.02     $ 0.36     $ 0.15  
Second Quarter
    0.12       0.05       0.36       0.11  
Third Quarter
    0.11       0.04       0.18       0.05  
Fourth Quarter
    0.14       0.05       0.09       0.02  
 
ITEM 6.   NOT APPLICABLE
 

 
 
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition.  The discussion should be read in conjunction with our consolidated financial statements and notes included in Item 8, “Financial Statements and Supplementary Data,” of this annual report on Form 10-K.  Information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements that involve risks and uncertainties.  Many factors could cause actual results to differ materially from those contained in the forward-looking statements.  See “Forward-Looking Statements” below for additional information concerning these items.

Executive Summary
 
For the past several years we have employed various strategies for growth and costs reduction in an effort to reverse a long history of operating losses. While this effort has significantly reduced our recent operating losses and we recorded net income in 2013, we do not believe that the business, as currently capitalized, is capable of overcoming the enormous burden of our defined benefit pension plan (the “Pension Plan”).  The unfunded accounting liability for the benefits payable under the Pension Plan is $19.0 million as of December 31, 2013, with projected funding requirements significantly exceeding the forecasted cash flow capacity of the business. The impact of this obligation is evident considering our total stockholders’ deficit of $13.4 million and total assets of $25.7 million as of December 31 2013. The $19.0 million unfunded liability is for benefits which were earned for service of Company employees prior to when plan benefits were frozen in 2002 and during a period when the Company was much larger with as many as 1,400 employees. The Pension Plan is currently responsible for the retirement benefits of over 1,100 participants of whom only 24 are current employees. We believe we have exhausted all efforts to overcome this burden. Because we believe that the business has the potential for long-term profitability without the burden of the Pension Plan, we have applied for a distress termination of the Pension Plan under provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) as described more fully in Note 6 of the financial statements. If the distress termination application is approved, the Pension Benefit Guaranty Corporation (“PBGC”) will take possession of the assets in the Pension Plan trust and pay future Pension Plan benefits while the Company would owe the PBGC a termination liability. While the termination liability would likely be greater than the $19 million unfunded liability, the PBGC has authority to settle for less than full payment.
 
The Company’s goal in seeking a distress termination of the Pension Plan is to ensure that the pension benefits of all Pension Plan participants are paid up to federally guaranteed limits and that the Company continues to operate as a going concern while avoiding the costly damage and disruption to the business which would result from bankruptcy reorganization. The Company continues to seek a conclusion of the process and a settlement of the resulting liabilities. Based upon recent correspondence with the PBGC, the Company believes that the application process will likely result in a settlement of the Pension Plan liabilities on terms that will enable the Company to continue to operate as a going concern. However, as of the date of this filing, the Company is uncertain of the timing or the ultimate outcome.
 
We intend to continue to aggressively pursue opportunities in the digital theater and other markets served by our products, as well as the development and improvement of new innovative products such as Digistar for planetarium theaters. We will continue to develop and improve our planetarium products targeted for smaller venues in education markets such as our SciDome product. We intend to also continue development and improvement of our dome products used by planetarium theaters and many other varied applications.  We also intend to continue the production of quality show content for planetarium theaters.  We believe that the ability to include the wide range of complementary products in the systems we sell, along with access to the legacy customer base of E&S and our subsidiary, Spitz, Inc. (“Spitz”), provides a unique competitive advantage.
 
We expect variable but reasonably consistent future sales and gross profits from our current product line at annual levels sufficient to cover or exceed operating expenses excluding the current expense of the Pension Plan.  We believe an improved financial position as a result of relief from the burden of the Pension Plan may present opportunities for better results through the availability of credit and stronger qualification for customer projects.
 


Results of Operations (All dollar amounts are in thousands unless otherwise indicated)
 

Consolidated Sales and Backlog

The following table summarizes our consolidated sales for the years ended December 31:

   
2013
   
2012
 
Sales
  $ 29,583     $ 24,908  

 Sales increased 19% from 2012 to 2013 due to an increase in the volume of orders and deliveries of all of our products.  On December 31, 2013, our sales backlog was $17,165 compared with $15,511 as of December 31, 2012. We anticipate that approximately 80% of the 2013 backlog will be converted to sales in 2014 and that we will receive sufficient new orders to produce total sales in 2014 comparable to 2013.

Gross Profit

The following table summarizes our gross profit and the percentage to total sales during the years ended December 31:

   
2013
   
2012
 
Gross profit
  $ 11,371     $ 8,906  
Gross profit percentage
    38 %     36 %

Our gross profit percentage in 2013 was comparable to 2012.  Gross profit included losses on inventory impairment of $349 and $409 for 2013 and 2012, respectively, for obsolete and excess quantities of inventory primarily related to the Evans & Sutherland Laser Projector.
 

Operating Expenses
 
The following table summarizes our operating expenses during the years ended December 31:
 
   
2013
   
2012
 
Selling, general and administrative
  $ 6,024     $ 5,765  
Research and development
    2,382       2,595  
Pension
    965       2,115  
Total operating expenses
  $ 9,371     $ 10,475  

 
Selling, general and administrative expenses increased compared to 2012 due primarily to increased international sales commissions and increased bad debt expense in 2013.  Research and development expenses were slightly lower than 2012 due to redirecting resources towards sales and marketing efforts.  Pension expense was lower in 2013 compared to 2012 because there were no settlement charges in 2013. Settlement charges result from lump sum distributions to Pension Plan participants. Lump sum distributions by the Pension Plan have been prohibited beginning in January 2013 as a result of the application for the distress termination of the Pension Plan as more fully described in the Liquidity section and the notes to the financial statements.
 
Other Expense, net
 
The following table summarizes our other income and expense during the years ended December 31:
 
   
2013
   
2012
 
Interest expense
  $ (729 )   $ (712 )
Other expense
    (1 )     (67 )
 


Interest expense is due to the amortization of real estate financing in the form of mortgage notes and the sale/leaseback obligation. Interest expense was higher over the prior year due to escalating interest on the sale/leaseback obligation which represents an increasing repurchase price of the property under lease. The net change in other expense was primarily attributable to higher realized gains on marketable securities in 2013 as compared to 2012 as well as lower realized currency losses.
 
Income Taxes

 
The income tax benefit (provision) consisted of federal and state income taxes as follows for the years ended December 31:

   
2013
   
2012
 
Income tax benefit (provision)
  $ (97 )   $ 69  
 
The 2013 income tax provision was for state income taxes resulting from Spitz’ normal business activity in various jurisdictions in addition to $30 for federal income tax.  For 2012, the income tax benefit was attributable to tax credits awarded to Spitz for the production of planetarium shows under a state film tax credit program.

Other Comprehensive Loss
 
The accumulated other comprehensive loss over the two years ended December 31, has changed as follows:
 
   
2013
   
2012
 
Beginning balance
  $ (27,664 )   $ (27,131 )
  Reclassification of realized gains from sale of marketable
               
    securities to net income (loss)
    (27 )     (7 )
  Unrealized gain on marketable securities
    20       194  
  Reclassification of pension expense to net income
    728       -  
  Decrease (increase) to minimum pension liability
    9,334       (720 )
    Other comprehensive income (loss)
    10,055       (533 )
Ending balance
  $ (17,609 )   $ (27,664 )
                 
 
The decrease in accumulated other comprehensive loss in 2013 was due to a favorable change in our minimum pension liability, which was attributable to various factors affecting the actuarial measurement of the pension obligation.  These factors include market interest rates used to discount the future payments of estimated benefits and the return on investments held in the pension trust. Increasing market interest rates have raised the discount rate, which has significantly decreased the measurement of the pension liability and other comprehensive loss. Economic conditions such as market investment returns and interest rates will continue to influence the measurement of our pension liability and could significantly affect our accumulated other comprehensive loss. Also the outcome of the application for distressed termination of the Pension Plan could affect the future accumulated other comprehensive loss.

Liquidity and Capital Resources

Outlook
 
As discussed in the executive summary above, we have made significant progress in reversing our long history of operating losses and we believe that we will settle our pension liabilities on terms that the business can fulfill. As a result, we believe existing liquidity resources and funds generated from forecasted revenue will meet our current and long-term obligations upon adjustment for the settlement of the pension liabilities. We continue to operate in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures.
 

 
Cash Flows
 
             
   
Years Ended December 31,
 
Net cash and cash equivalents provided by (used in):
 
2013
   
2012
 
     Operating activities
  $ 1,127     $ (2,690 )
     Investing activities
    305       1,026  
     Financing activities
    (167 )     (157 )
Increase (decrease) in cash and cash equivalents
  $ 1,265     $ (1,821 )
 
Cash and cash equivalents increased $1,265 to $3,376 during 2013, primarily as a result of cash provided by operating activities. Cash outlays for the Pension Plan, included in operating activities, totaled $191 and $1,484 in 2013 and 2012, respectively.
 
Operating Activities
 
The net cash provided by operating activities in 2013 was attributable to $3,144 of cash that was provided by $1,173 of net income after the effect of $1,971 of non-cash expenses, less $2,017 absorbed by changes in working capital. The most significant change in use of cash in 2013 resulted from an increase in accounts receivable. The increase to accounts receivable included a single customer receivable of $1,644 that was recorded in December 2013 and subsequently collected in January 2014 related to delivery of a Digistar system.  Other changes in working capital in 2013 occurred due to the timing of routine transactions.
 
The net cash used in operating activities in 2012 was attributable to changes in working capital of $1,785 plus an additional $905 absorbed by the $2,279 net loss after the affect of $1,374 of non-cash expenses. The most significant change in use of cash in 2012 resulted from a decrease in customer progress payments. The decrease in customer progress payments was due to a decrease in orders during 2012 and a corresponding decrease to backlog, which dropped from $17,449 at the end of 2011 to $15,511 at the end of 2012. Other changes in working capital in 2012 occurred due to the timing of routine transactions.
 
Investing Activities
 
Investing activities provided $305 of cash during 2013 consisting of $503 of proceeds from the sale of marketable securities which was partially offset by $198 for purchases of property and equipment.
 
Investing activities provided $1,026 of cash during 2012 consisting of $1,148 of proceeds from the sale of marketable securities which was partially offset by $122 for purchases of property and equipment.
 
Financing Activities
 
Financing activities used $167 of cash during 2013 for principal payments on debt obligations.
 
Financing activities used $157 of cash during 2012 for principal payments on debt obligations.
 
Credit Facilities
 
The Company is a party to a Credit Agreement with a commercial bank which permits borrowings of up to $1,100 to fund Spitz working capital requirements.  Interest is charged on any amounts borrowed at the Wall Street Journal Prime Rate.   Borrowings under the Credit Agreement are secured by Spitz real and personal property and all of the outstanding shares of Spitz common stock. The Credit Agreement and Mortgage Notes contain cross default provisions whereby the default of either agreement will result in the default of both agreements. As of December 31, 2013 there was no amount outstanding under the Credit Agreement.

The ability to issue letters of credit and bank guarantees is important to our business. International sales are increasingly important to our business and in many countries, letters of credit and bank guarantees are required as part of sales contracts. Also, domestic sales sometimes require performance guarantees in the form of surety bonds. We have relationships with licensed surety companies to provide performance bonds subject to certain limitations and collateral which we must provide for security. Letters of credit and bank guarantees are issued to serve as collateral and to ensure our performance for these purposes.

 
The Company has finance arrangements which facilitate the issuance of letters of credit and bank guarantees. Under the terms of the arrangements, we are required to maintain a balance in a specific cash account equal to or greater than the outstanding value of all letters of credit or bank guarantees issued, plus other amounts necessary to adequately secure our obligations with the financial institution. As of December 31, 2013, we had outstanding letters of credit and bank guarantees of $1,110 of which $1,020 is scheduled to expire in 2014 and $90 is scheduled to expire in 2015.
 
Mortgage Notes
 
Debt obligations include a first mortgage note payable which represents the balance on a $3,200 note (“First Mortgage Note”) issued on January 14, 2004 by Spitz. The First Mortgage Note requires repayment in monthly installments of principal and interest over 20 years.  On each third anniversary of the First Mortgage Note, the interest rate is adjusted to the greater of 5.75% or 3% over the Three-Year Constant Maturity Treasury Rate published by the United States Federal Reserve (“3YCMT”).  The monthly installment is recalculated in the first month following a change in the interest rate. The recalculated monthly installment is equal to the monthly installment sufficient to repay the principal balance, as of the date of the change in the interest rate, over the remaining portion of the original 20-year term.  On January 15, 2014, the 3YCMT was 0.81% and the interest rate on the First Mortgage Note remained at 5.75% per annum and the monthly installment amount remained unchanged at $23.

Debt obligations also include a second mortgage note payable which represents the balance on a $500 note (“Second Mortgage Note”) issued on September 11, 2008 by Spitz. The Second Mortgage Note requires repayment in monthly installments of principal and interest over 20 years.  On each 5 year anniversary, the interest rate is adjusted to the greater of 5.75% or 3% over 3YCMT.  The monthly installment is recalculated on the first month following a change in the interest rate. The recalculated monthly installment is equal to the monthly installment sufficient to repay the principal balance, as of the date of the change in the interest rate, over the remaining portion of the original 20-year term. On September 11, 2013, the fifth anniversary of the Second Mortgage Note, the 3YCMT was 0.88%. As a result, interest continues at 5.75% until possible adjustment on the next 5 year anniversary. The monthly installment also remains unchanged at $4.

The Mortgage Notes are secured by the real property occupied by Spitz pursuant to a Mortgage and Security Agreement; the real property had a carrying value of $4,405 as of December 31, 2013. The Mortgage Notes are guaranteed by E&S.


Sale-Leaseback Financing
 

In November 2009, the Company completed a purchase agreement with a buyer, Wasatch Research Park I, LLC (“Wasatch”) to sell its corporate office buildings and its interest in the lease for the land occupied by the buildings in Utah for $2,500.  Under the agreement, E&S transferred legal title of the buildings including improvements and assigned the related land lease to Wasatch. E&S also entered into a sublease agreement to lease back the land and building for rent of $501 per year, of which $126 represents the land lease and $375 represents the building lease.   The sublease agreement has a term of 5 years with an option for two subsequent 5 year renewal periods.  The agreement provided the Company with a 5-year option to repurchase all of the buildings under lease or only one of the buildings known as the Substation along with the lease interest in the land. In 2011, Rocky Mountain Power (“RMP”), a public utility company, obtained a decree of condemnation of the Substation so that RMP may repurpose the Substation for public use (see Note 9 of the accompanying financial statements). As such, the Company no longer has the option to buy the Substation.
The repurchase price for the buildings excluding the Substation for the remaining term of the repurchase option is as follows:
 
Date
     
From
To
 
Repurchase price
 
November 1, 2013
October 31, 2014
  $ 3,028  
 
The arrangement was accounted for as a financing and no sale was recorded because the Company has the right to repurchase the property.  Therefore, the assets representing the building and improvements remain in property and equipment and the Company recorded the net proceeds of the sale as long-term debt. The $126 portion of the sublease payment attributable to the land lease is equivalent to the payment under the assigned land lease and therefore is subject to the same rent escalations the Company was bound to before the assignment. The land lease portion of the sublease payment is recorded as rent expense consistent with the treatment of the prior land lease payment before the assignment of the lease. The $375 portion of the sublease agreement attributable to the building lease is accounted for as debt service under the financing transaction.  The net proceeds of the financing amounted to $2,329 consisting of the $2,500 sales price less a security deposit of $125, prorated building rent of $15 and the first monthly payment of $31. E&S records interest expense at a rate of approximately 20% imputed from the estimated cash flows assuming it exercises the option to repurchase the property at the end of the 5-year term. In the event that E&S exercises the option to repurchase the property sooner than the end of the 5-year term, the difference between the book balance of the debt and the repurchase cost would be recorded as a prepayment premium or discount on the payoff of the debt balance. The cash payment required to repurchase the property on December 31, 2013 was $3,028 consisting of $3,153 repurchase price under the agreement less a credit for the $125 security deposit. Accordingly, if the Company had exercised its option to repurchase the property on December 31, 2013, it would have recorded a prepayment premium of approximately 7% in the amount of $210 over the $2,818 carrying balance of the debt.

Other
 
In 2014, we expect capital expenditures similar to 2013.  There were no material capital expenditure commitments as of December 31, 2013, nor do we anticipate any over the next several years.
 
Our Board of Directors has authorized the repurchase of 1,600,000 shares of our common stock.  As of February 28, 2014, 463,500 shares remained available for repurchase under the plans approved by the Board of Directors.  No shares were repurchased during 2013 or 2012.  Stock may be acquired on the open market or through negotiated transactions depending on market conditions, share price and other factors.
 
We also maintain trade credit arrangements with certain suppliers.  The unavailability of a significant portion of, or the loss of, these trade credit arrangements from suppliers would have a material adverse effect on our financial condition and operations.
 
As of December 31, 2013, our total indebtedness was $5,357 on the mortgage notes and sale-leaseback financing.  Our cash, restricted cash and marketable securities, subject to various restrictions set forth in this annual report on Form 10-K, are available for working capital needs, capital expenditures, strategic investments, mergers and acquisitions, stock repurchases and other potential cash needs as they may arise.
 


 
Effects of Inflation
 
The effects of inflation were not considered material for the years 2013 and 2012, and are not expected to be material for the year 2014.
 
Application of Critical Accounting Estimates
 
The application of the accounting estimates discussed below is considered by management to be critical to an understanding of our consolidated financial statements.  Their application places significant demands on management’s judgment, with financial reporting results relying on estimates about the effect of matters that are inherently uncertain.  Specific risks for these critical accounting estimates are described in the following paragraphs.  A summary of significant accounting policies can be found in Note 1, “Nature of Operations and Summary of Significant Accounting Policies,” of Item 8, “Financial Statements and Supplementary Data,” in this annual report on Form 10-K.  For all of these policies, management cautions that future results rarely develop exactly as forecast, and the best estimates routinely require adjustment.
 
Revenue Recognition
 
Revenue from long-term contracts requiring significant production, modification and customization is recorded using the percentage-of-completion method.  This method uses the ratio of costs incurred to management’s estimate of total anticipated costs.  Our estimates of total costs include assumptions, such as man-hours to complete, estimated materials cost, and estimates of other direct and indirect costs.  Actual results may vary significantly from our estimates.  If the actual costs are higher than management’s anticipated total costs, then an adjustment is required to reduce the previously recognized revenue as the ratio of costs incurred to management’s estimate was overstated.  If actual costs are lower than management’s anticipated total costs, then an adjustment is required to increase the previously recognized revenue as the ratio of costs incurred to management’s estimate is understated.  Adjustments for revisions of previous estimates are made in the period they become known.
 
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts
 
Billings on uncompleted long-term contracts may be greater than or less than incurred costs and estimated earnings.  As a result, these differences are recorded as an asset or liability on the balance sheet.  Since revenue recognized on these long-term contracts includes management’s estimates of total anticipated costs, the amounts in costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts also include these estimates.
 
Inventories
 
Inventories include materials at standard costs, which approximate actual costs, and inventoried costs on programs, including material, labor, subcontracting costs, as well as an allocation of indirect costs.  We periodically review inventories for excess supply, obsolescence, and valuations above estimated realizable amounts, and then provide a reserve we consider sufficient to cover these items.  Reserve adequacy is based on estimates of future sales, product pricing, and requirements to complete projects.  Revisions of these estimates would result in adjustments to our operating results.
 
Allowance for Doubtful Accounts Receivable
 
We specifically analyze accounts receivable and consider historical experience, customer creditworthiness, facts and circumstances specific to outstanding balances, current economic trends, and changes in payment terms when evaluating the adequacy of the allowance for doubtful accounts receivable.  Changes in these factors could result in material adjustments to the expense recognized for bad debts.
 
Income Taxes
 
As part of the process of preparing our consolidated financial statements we are required to estimate our actual income taxes in each of the jurisdictions in which we operate.  This involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatments of items, such as accrued liabilities, for tax and accounting purposes.  These differences result in deferred income tax assets and liabilities, which are included in our consolidated balance sheets.  We must then assess the likelihood that our deferred income tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we must include a corresponding adjustment within the income tax provision in the statement of comprehensive income (loss). Significant judgment by management is required to determine our provision for income taxes, our deferred income tax assets and liabilities and any valuation allowance recorded against our net deferred income tax assets.
 


 
Impairment of Long- Lived Assets
 
Long-lived assets are reviewed for impairment when events or changes in circumstances indicate the carrying values of the assets may not be fully recoverable. When this occurs, we review the value assigned to long-lived assets by analyzing the anticipated, undiscounted cash flows they generate.  When the expected future undiscounted cash flows from these assets do not exceed their carrying values, the Company determines the estimated fair value of such assets. Impairment is recognized to the extent the carrying values of the assets exceeds their estimated fair values.  Assets held for sale are reported at the lower of their carrying values or fair values less costs to sell.
 
Straight-Line Rent and Contingent Obligation
 
We recognize scheduled rent increases on a straight-line basis over the lease term, which may include optional lease renewal terms, and deferred rent income and expense is recognized to reflect the difference between the rent paid or received in the current period and the calculated straight-line amount.
 
Recent Accounting Pronouncements
 
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU No. 2013-02 sets requirements for presentation for significant items reclassified out of accumulated other comprehensive income to net income in reporting periods presented. ASU 2013-02 was effective prospectively beginning with the quarter ended March 31, 2013. The adoption of this guidance did not have an impact on our financial condition or results of operations but required changes in the presentation of the financial statements.

Forward-Looking Statements

The foregoing contains “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, including among others, those statements preceded by, followed by or including the words “estimates,” “believes,” “expects,” “plans,” “projects,” and similar expressions.
 
These forward-looking statements include, but are not limited to, the following statements:
 
 
·
Our belief that our range of products and services at various price and performance levels, our research and development investments and capabilities, and our ability to design and manufacture products will enable us to compete effectively.
 
 
·
Our belief that our facilities and operations are within standards fully acceptable to the Environmental Protection Agency and that all facilities and procedures are operated in accordance with environmental rules and regulations, and international, federal, state and local laws.
 
 
·
Our belief that with our existing sources of liquidity, including marketable securities, will provide sufficient liquidity to meet our obligations through 2014 and beyond.
 
 
·
Our belief that our ability to include the wide range of complementary products offered by E&S and Spitz in the systems we sell, along with access to the legacy customer base of E&S and Spitz, provides a unique competitive advantage.
 
 
·
Our belief that the business, as currently capitalized, is not capable of overcoming the burden of the Pension Plan.
 
 
·
Our belief that we have exhausted all efforts to overcome the burden of the Pension Plan.
 


 
·
Our belief that we will settle the Pension Plan liabilities on terms that will enable the Company to continue to operate as a going concern.
 
 
·
Our expectations for variable but reasonably consistent future sales and gross profits from our current product line at annual levels sufficient to cover or exceed operating expenses excluding the expense of the Pension Plan.
 
 
·
Our belief that an improved financial position as a result of relief from the burden of the Pension Plan may present opportunities for better results through the availability of credit and stronger qualification for customer projects.
 
 
·
Our belief that the loss of the property through condemnation by Rocky Mountain Power (“RMP”) is not expected to have an adverse impact on our near-term operations.
 
 
·
Our belief that for the longer-term, we expect our power costs will be greater than they would have been had we retained ownership of the property lost through condemnation by RMP, but that we do not believe the higher power costs will have a materially adverse effect on the future results of operations.
 
 
·
Our belief that any potential shortfalls in our forecasted revenue would be within a range whereby we could reduce variable costs in order to meet our 2014 obligations.
 
 
·
Our belief that the business has the potential for long-term profitability without the burden of the Pension Plan.
 
 
·
Our belief that capital expenditures during 2014 will be similar to the capital expenditures incurred during 2013.
 
 
·
Our belief that the effects of inflation will not be material for 2014.
 
 
·
Our belief that approximately 80% of our backlog will be converted to sales in 2014.
 
 
·
Our belief that our 2014 orders will continue at a level sufficient to sustain sales in 2014 comparable to 2013.
 
 
·
Our belief that the Company can demonstrate to the PBGC that it qualifies for a distress termination of the Pension Plan under the criteria of ERISA.
 
 
·
Our belief that the PBGC will agree to a settlement of the Pension Plan liabilities on terms that will enable the Company to continue to operate as a going concern.
 
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified.  Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  Our actual results could differ materially from these forward-looking statements.  Important factors to consider in evaluating such forward-looking statements include risks of product demand, market acceptance, economic conditions, competitive products and pricing, difficulties in product development, and product delays.  In light of these risks and uncertainties, there can be no assurance that the events contemplated by the forward-looking statements contained in this annual report will, in fact, occur.
 


 
CONSOLIDATED BALANCE SHEETS
 
(In thousands, except share data)
 
   
December 31,
 
   
2013
   
2012
 
ASSETS
 
Current assets:
           
     Cash and cash equivalents
  $ 3,376     $ 2,111  
     Restricted cash
    1,020       705  
     Marketable securities
    229       712  
     Accounts receivable, net
    5,552       3,972  
     Costs and estimated earnings in excess of billings on uncompleted contracts
    2,391       2,474  
     Inventories, net
    3,025       3,125  
     Prepaid expenses and deposits
    568       453  
          Total current assets
    16,161       13,552  
Property and equipment, net
    7,405       7,735  
Goodwill
    635       635  
Intangible assets, net
    115       168  
Other assets
    1,386       2,160  
          Total assets
  $ 25,702     $ 24,250  
   
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
Current liabilities:
               
     Accounts payable
  $ 1,433     $ 1,197  
     Accrued liabilities
    1,183       1,274  
     Billings in excess of costs and estimated earnings on uncompleted contracts
    3,358       2,531  
     Customer deposits
    2,157       3,180  
     Current portion of retirement obligations
    531       517  
     Current portion of long-term debt
    2,995       167  
          Total current liabilities
    11,657       8,866  
Pension and retirement obligations, net of current portion
    23,567       33,369  
Long-term debt, net of current portion
    2,362       5,148  
Deferred rent obligation
    1,514       1,511  
          Total liabilities
    39,100       48,894  
Commitments and contingencies (Notes 5, 6, 7 and 9)
               
Stockholders’ deficit:
               
     Preferred stock, no par value: 10,000,000 shares authorized; no shares
               
          outstanding
    -       -  
     Common stock, $0.20 par value: 30,000,000 shares authorized; 11,441,666
               
          shares issued
    2,288       2,288  
     Additional paid-in-capital
    54,484       54,466  
     Common stock in treasury, at cost, 352,467 shares
    (4,709 )     (4,709 )
     Accumulated deficit
    (47,852 )     (49,025 )
     Accumulated other comprehensive loss
    (17,609 )     (27,664 )
          Total stockholders’ deficit
    (13,398 )     (24,644 )
          Total liabilities and stockholders’ deficit
  $ 25,702     $ 24,250  
 
See notes to consolidated financial statements.
 


 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
(In thousands, except per share data)
 
   
Years Ended December 31,
 
   
2013
   
2012
 
             
Sales
  $ 29,583     $ 24,908  
Cost of sales
    18,212       16,002  
     Gross profit
    11,371       8,906  
Operating expenses:
               
     Selling, general and administrative
    6,024       5,765  
     Research and development
    2,382       2,595  
     Pension
    965       2,115  
          Total operating expenses
    9,371       10,475  
                 
          Operating income (loss)
    2,000       (1,569 )
Interest expense
    (729 )     (712 )
Other expense, net
    (1 )     (67 )
Income (loss) before income tax (provision) benefit
    1,270       (2,348 )
     Income tax (provision) benefit
    (97 )     69  
          Net income (loss)
  $ 1,173     $ (2,279 )
                 
Net income (loss) per common share – basic and diluted
  $ 0.11     $ (0.21 )
                 
Weighted average common shares outstanding – basic
    11,089       11,089  
Weighted average common shares outstanding – diluted
    11,128       11,089  
                 
Comprehensive income (loss), net of tax
               
Net income (loss)
  $ 1,173     $ (2,279 )
Other comprehensive income (loss):
               
  Reclassification of realized gains from sale of marketable
               
    securities to net income (loss)
    (27 )     (7 )
  Unrealized gain on marketable securities
    20       194  
  Reclassification of pension expense to net income (loss)
    728       -  
  Decrease (increase) to minimum pension liability
    9,334       (720 )
    Other comprehensive income (loss)
    10,055       (533 )
          Total comprehensive income (loss)
  $ 11,228     $ (2,812 )
 
See notes to consolidated financial statements.
 



 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
 
(In thousands)
 
                                 
Accumulated
       
               
Additional
               
Other
       
   
Common Stock
   
Paid-in
   
Treasury
   
Accumulated
   
Comprehensive
       
   
Shares
   
Amount
   
Capital
   
Stock
   
Deficit
   
Loss
   
Total
 
                                           
                                           
Balance, January 1, 2012
    11,442     $ 2,288     $ 54,433     $ (4,709 )   $ (46,746 )   $ (27,131 )   $ (21,865 )
     Net loss
    -       -       -       -       (2,279 )     -       (2,279 )
      Other comprehensive loss
    -       -       -       -       -       (533 )     (533 )
      Stock-based compensation
    -       -       33       -       -       -       33  
Balance, December 31, 2012
    11,442       2,288       54,466       (4,709 )     (49,025 )     (27,664 )     (24,644 )
     Net income
    -       -       -       -       1,173       -       1,173  
     Other comprehensive income
    -       -       -       -       -       10,055       10,055  
     Stock-based compensation
    -       -       18       -       -       -       18  
Balance, December 31, 2013
    11,442     $ 2,288     $ 54,484     $ (4,709 )   $ (47,852 )   $ (17,609 )   $ (13,398 )
 
See notes to consolidated financial statements.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(In thousands)
 
   
Years Ended December 31,
 
   
2013
   
2012
 
Cash flows from operating activities:
           
  Net income (loss)
  $ 1,173     $ (2,279 )
  Adjustments to reconcile net income (loss) to net cash provided by (used in)
    operating activities:
               
    Depreciation and amortization
    581       744  
    Amortization of deferred pension costs
    728       -  
    Provision for excess and obsolete inventory
    349       409  
    Other
    313       221  
    Changes in assets and liabilities:
               
       Decrease (increase) in restricted cash
    (315 )     357  
       Decrease (increase)  in accounts receivable
    (1,692 )     56  
       Decrease (increase) in inventories
    (249 )     90  
       Decrease (increase) in costs and estimated earnings in excess of billings
               
         on uncompleted contracts, net
    910       (1,925 )
       Decrease (increase) in prepaid expenses and other assets
    659       (65 )
       Increase (decrease) in accounts payable
    236       (293 )
       Decrease in accrued liabilities
    (88 )     (444 )
       Increase (decrease)  in accrued pension and retirement liabilities
    (455 )     93  
       Increase (decrease) in customer deposits
    (1,023 )     346  
          Net cash provided by (used in) operating activities
    1,127       (2,690 )
                 
Cash flows from investing activities:
               
     Purchases of property and equipment
    (198 )     (122 )
     Proceeds from sale of marketable securities
    503       1,148  
          Net cash provided by investing activities
    305       1,026  
                 
Cash flows from financing activities:
               
     Principal payments on long-term debt
    (167 )     (157 )
          Net cash used in financing activities
    (167 )     (157 )
                 
Net increase (decrease) in cash and cash equivalents
    1,265       (1,821 )
Cash and cash equivalents as of beginning of the year
    2,111       3,932  
Cash and cash equivalents as of end of the year
  $ 3,376     $ 2,111  
                 
Non-cash investing and financing activities
               
     Reclassification of realized gains from sale of marketable
               
       securities to net income (loss)
  $ (27 )   $ (7 )
     Unrealized gain on marketable securities
    20       194  
     Decrease (increase) to minimum pension liability
    9,334     $ (720 )
                 
Supplemental disclosure of cash flow information
               
Cash paid during the year for:
               
     Interest
  $ 539     $ 538  
     Income taxes
    9       42  
 
See notes to consolidated financial statements.
 

 
21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

All dollar amounts are in thousands except share and per share information or unless otherwise indicated.
 
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
 
Nature of Operations
 
Evans & Sutherland Computer Corporation, referred to in these notes as “Evans & Sutherland,” “E&S,” or the “Company,” produces high-quality advanced visual display systems used primarily in full-dome video projection applications, dome projection screens and dome architectural treatments. E&S also produces unique content for planetariums, schools, science centers and other educational institutions and entertainment venues.  The Company’s products include state of the art planetarium and dome theater systems consisting of proprietary hardware and software, and other unique visual display systems primarily used to project digital video on large curved surfaces.  Additionally, E&S manufactures and installs metal domes with customized optical coatings and acoustical properties that are used for planetarium and dome theaters as well as many other unique custom applications.  The Company operates in one business segment, which is the visual simulation market.
 
Basis of Presentation
 
The consolidated financial statements include the accounts of Evans & Sutherland and its wholly owned subsidiaries.  All inter-company accounts and transactions have been eliminated in consolidation.
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  The accounting estimates that require management’s most difficult and subjective judgments include revenue recognition based on the percentage-of-completion method, inventory reserves, allowance for doubtful accounts receivable, income tax valuation allowance, impairment of long-lived assets, pension and retirement obligations and useful lives of depreciable assets.  Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments with original maturities of three or fewer months to be cash equivalents.  The Company maintains cash balances in bank accounts that, at times, exceed federally insured limits.  The Company has not experienced any losses in these accounts and believes it is not exposed to any significant risk with respect to cash.  As of December 31, 2013, cash deposits per bank statements, including restricted cash, exceeded the federally insured limits by approximately $4,137.
 
Restricted Cash
 
Restricted cash that guarantees issued letters of credit that mature or expire within one year is reported as a current asset.  Restricted cash that guarantees issued letters of credit that mature or expire in more than one year are reported as a long-term other asset.  There was $90 and $442 of restricted cash included in other assets as of December 31, 2013 and 2012, respectively.
 
Marketable Securities
 
The Company classifies its marketable debt and equity securities as available-for-sale.  Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, are excluded from earnings and are reported as a component of accumulated other comprehensive income (loss) until realized.  Dividend and interest income are recognized when earned.  Realized gains and losses from the sale of securities are included in results of operations and are determined on the specific identification basis.  A decline in the market value that is deemed other-than-temporary results in a charge to other income (expense) and the establishment of a new cost basis for the investment.

Trade Accounts Receivable
 
In the normal course of business, E&S provides unsecured credit terms to its customers.  Accordingly, the Company maintains an allowance for doubtful accounts for possible losses on uncollectible accounts receivable.  The Company routinely analyzes accounts receivable and costs and estimated earnings in excess of billings, and considers history, customer creditworthiness, facts and circumstances specific to outstanding balances, current economic trends, and changes in payment terms when evaluating the adequacy of the allowance for doubtful
 

 
22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

accounts receivable.  Changes in these factors could result in material differences to bad debt expense.  Past due balances are determined based on contractual terms and are reviewed individually for collectability. Uncollectible accounts receivable are charged against the allowance for doubtful accounts when the probability of collection is remote.
 
The table below represents changes in E&S’s allowance for doubtful accounts receivable for the years ended December 31:
 
   
2013
   
2012
 
Beginning balance
  $ 324     $ 470  
Write-off of accounts receivable
    (159 )     (89 )
Increase (reduction) in estimated losses on accounts receivable
    112       (57 )
    Ending balance
  $ 277     $ 324  

Inventories
 
Inventories include materials at standard costs, which approximate actual costs, as well as inventoried costs on programs and long-term contracts.  Inventoried costs include material, direct engineering and production costs, and applicable overhead, not in excess of estimated realizable value.  Spare parts and general stock materials are stated at cost not in excess of realizable value.  E&S periodically reviews inventories for excess supply, obsolescence, and valuations above estimated realizable amounts, and provides a reserve sufficient to cover these items.  Revisions of these estimates could impact net income (loss).
 
During the years ended December 31, 2013 and 2012, E&S recognized losses on inventory impairment of $349 and $409 for obsolete and excess quantities of inventory, primarily related to the Evans & Sutherland Laser Projector.
 
Inventories as of December 31, were as follows:
 
   
2013
   
2012
 
Raw materials
  $ 5,587     $ 5,255  
Work-in-process
    234       287  
Finished goods
    223       253  
Reserve for obsolete inventory
    (3,019 )     (2,670 )
    Total inventories, net
  $ 3,025     $ 3,125  

Property and Equipment
 
Property and equipment are stated at cost.  Depreciation and amortization are computed using the straight-line method based on the estimated useful lives of the related assets.  Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized.  Leasehold improvements are assigned useful lives based on the shorter of their useful lives or the term of the related leases, including renewal options likely to be exercised.  Routine maintenance, repairs and renewal costs are expensed as incurred.  When property is retired or otherwise disposed of, the carrying values are removed from the property and equipment and the related accumulated depreciation and amortization accounts.  Depreciation and amortization are included in cost of sales, research and development or selling, general and administrative expenses depending on the nature of the asset.
 

 
23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Depreciation and amortization expense was $528 and $688 for the years ended December 31, 2013 and 2012, respectively.  The cost and estimated useful lives of property and equipment and the total accumulated depreciation and amortization were as follows as of December 31:
 
   
Estimated
       
   
useful lives
   
2013
   
2012
 
Land
  n/a     $ 2,250     $ 2,250  
Buildings and improvements
 
5 - 40 years
      9,712       9,717  
Manufacturing machinery and equipment
 
3 - 8 years
      5,382       5,613  
Office furniture and equipment
 
3 - 8 years
      779       779  
    Total
          18,123       18,359  
Less accumulated depreciation and amortization
          (10,718 )     (10,624 )
     Net property and equipment
        $ 7,405     $ 7,735  

Goodwill
 
The Company tests its recorded goodwill for impairment on an annual basis during the fourth quarter, or more often if indicators of potential impairment exist, by determining if the carrying value of each reporting unit exceeds its estimated fair value. Factors that could trigger impairment include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the Company’s overall business and significant negative industry or economic trends. Future impairment reviews may require write-downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write-downs occur.

Intangible Assets

E&S amortizes the cost of intangible assets over their estimated useful lives. Amortizable intangible assets are reviewed at least annually to determine whether events and circumstances warrant a revision to the remaining period of amortization.

Software Development Costs

Software development costs, if material, are capitalized from the date technological feasibility is achieved until the product is available for general release to customers.  Such costs were not been material during the years presented.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment when events or changes in circumstances indicate the carrying values of the assets may not be fully recoverable. When this occurs, the Company reviews the values assigned to long-lived assets by analyzing the anticipated, undiscounted cash flows they generate.  When the expected future undiscounted cash flows from these assets do not exceed their carrying values, the Company determines the estimated fair values of such assets. Impairment is recognized to the extent the carrying values of the assets exceed their estimated fair values.  Assets held for sale are reported at the lower of their carrying values or fair values less costs to sell.

Warranty Reserve
 
E&S provides a warranty reserve for estimated future costs of servicing products under warranty agreements extending for periods from 90 days to one year.  Anticipated costs for product warranties are based upon estimates derived from experience factors and are recorded at the time of sale or over the period revenues are recognized for long-term contracts.  Warranty reserves are classified as accrued liabilities in the accompanying consolidated balance sheets.
 

 
24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

The table below represents changes in E&S’s warranty reserve for the years ended December 31:
 
   
2013
   
2012
 
Beginning balance
  $ 145     $ 183  
Change in warranty reserve
    111       69  
Warranty costs
    (106 )     (107 )
     Ending balance
  $ 150     $ 145  

Revenue Recognition
 
Sales include revenues from system hardware, software, database products and service contracts.  The following table provides information on revenues by recognition method applied during the years:
 
   
2013
   
2012
 
Percentage of completion
  $ 14,831     $ 14,956  
Completed contract
    13,102       8,429  
Other
    1,650       1,523  
     Total sales
  $ 29,583     $ 24,908  

The following methods are used to record revenue:
 
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 the cost-to-cost methodology whereby it estimates the percent complete by calculating the ratio of costs incurred (consisting of material, labor and subcontracting costs, as well as an allocation of indirect costs) to its estimate of total anticipated costs.   This ratio is then utilized to determine the amount of gross profit earned based on its estimate of total gross profit at completion.  The Company routinely reviews estimates related to percentage-of-completion contracts and adjusts for changes in the period the revisions are made.  Billings on uncompleted percentage-of-completion contracts may be greater than or less than incurred costs and estimated earnings and are recorded as an asset or liability in the accompanying consolidated balance sheets.
 
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, 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 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 to customers.  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 revenue and cost of sales are recognized in equal, offsetting amounts as contract costs are incurred.
 

 
25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Net Income (Loss) per Common Share
 
Net income (loss) per common share is computed based on the weighted-average number of common shares and, as appropriate, dilutive common stock equivalents outstanding during the year.  Stock options are common stock equivalents.
 
Basic income or loss per common share is based upon the average number of shares of common stock outstanding during the year. Potentially dilutive securities from stock options are discussed in Note 10.
 
Income Taxes
 
The Company uses the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases and operating loss and income tax credit carry-forwards.  Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in the period that includes the enactment date.
 
Other Comprehensive Loss
 
On a net basis for 2013 and 2012, there were deferred income tax assets resulting from items reflected in comprehensive loss.  However, E&S has determined that it is more likely than not that it will not realize such net deferred income tax assets and has therefore established a valuation allowance against the full amount of the net deferred income tax assets.  Accordingly, the net income tax effect of the items included in other comprehensive income (loss) is zero.  Therefore, the Company has included no income tax expense or benefit in relation to items reflected in other comprehensive income (loss).
 
The components of accumulated other comprehensive loss were as follows as of December 31:
 
   
2013
   
2012
 
Additional minimum pension liability
  $ (17,608 )   $ (27,669 )
Net unrealized holding gains (losses) on marketable securities
    (1 )     5  
     Total accumulated other comprehensive loss
  $ (17,609 )   $ (27,664 )

Leases
 
The Company recognizes scheduled rent increases on a straight-line basis over the lease term, which may include optional lease renewal terms. Deferred rent income and expense are recognized to reflect the difference between the rent paid or received in the current period and the calculated straight-line amount.

Reclassifications

Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the current year’s presentation.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU No. 2013-02 sets requirements for presentation for significant items reclassified out of accumulated other comprehensive loss to net income in reporting periods presented. ASU 2013-02 was effective prospectively beginning with the quarter ended March 31, 2013. The adoption of this guidance did not have an impact on our financial condition or results of operations but required changes in the presentation of the financial statements.

 
26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Liquidity
 
Recurring losses prior to 2013 have been accompanied by negative cash flows from operating activities. Furthermore, as of December 31, 2013, the unfunded obligation of the Pension Plan, as measured for accounting purposes, amounts to $19,018 (see Note 6) contributing to a total stockholders’ deficit of $13,398 as of December 31, 2013.  Aided by prior cost reduction efforts and improved 2013 sales volume the Company reported net income for 2013. The Company does not believe it can sustain and improve annual profitability at sufficient levels to fund its existing Pension Plan obligation. In order to preserve the liquid resources required to operate the business, the Company stopped making cash payments due to the Pension Plan trust beginning in October 2012. As described more fully in Note 6, the Company initiated an application process for the distress termination of the Pension Plan in accordance with provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) which it believes will result in a settlement of its Pension Plan liabilities on terms that are feasible for the Company to continue in business as a going concern through 2014 and beyond. However, as of the date of this filing, the Company is uncertain of the timing or the ultimate outcome. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 – Marketable Securities

The Company has classified its marketable securities as available for sale.  Realized gains on marketable securities totaled $27 and $7 for the years ended December 31, 2013 and 2012, respectively. The following tables summarize the Company’s marketable securities’ adjusted cost, gross unrealized gains (losses) and fair value:

   
December 31, 2013
 
   
Adjusted
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
Mutual funds - debt securities
  $ 184     $ -     $ (1 )   $ 183  
Money market mutual funds
    46       -       -       46  
     Total
  $ 230     $ -     $ (1 )   $ 229  


   
December 31, 2012
 
   
Adjusted
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
Mutual funds - equity securities
  $ 367     $ 24     $ (24 )   $ 367  
Mutual funds - debt securities
    293       5       -       298  
Money market mutual funds
    47       -       -       47  
     Total
  $ 707     $ 29     $ (24 )   $ 712  

The Company considers the declines in market value of its marketable securities to be temporary in nature.  The investments consist of mutual funds selected according to an asset allocation policy of capital preservation.   When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell the investment before recovery of the investment’s amortized cost basis. During the years ended December 31, 2013 and 2012, the Company did not recognize any other-than-temporary impairment charges on outstanding securities. As of December 31, 2013, the Company does not consider any of its investments to be other-than-temporarily impaired.

Fair Value Measurements

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

 
27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

 
Level 1—Observable inputs reflecting quoted prices (unadjusted) for identical assets or liabilities in active markets
Level 2—Observable inputs (other than Level 1) directly or indirectly observable in the marketplace
Level 3—Unobservable inputs supported by little or no market activity

Marketable securities are classified within Level 1 because the underlying investments have readily available quoted market prices.

Marketable securities measured at fair value on a recurring basis are summarized below:

Description
 
December 31, 2013
   
Level 1
   
Level 2
   
Level 3
 
Assets:
                       
  Mutual funds - debt securities
  $ 183     $ 183     $ -     $ -  
  Money market mutual funds
    46       46       -       -  
       Total
  $ 229     $ 229     $ -     $ -  
                                 
Description
 
December 31, 2012
   
Level 1
   
Level 2
   
Level 3
 
Assets:
                               
  Mutual funds - equity securities
  $ 367     $ 367     $ -     $ -  
  Mutual funds - debt securities
    298       298       -       -  
  Money market mutual funds
    47       47       -       -  
       Total
  $ 712     $ 712     $ -     $ -  
                                 

Note 3 – Definite-Lived Intangible Assets and Goodwill

Definite-lived intangible assets and goodwill consisted of the following as of December 31, 2013 and 2012:

         
December 31,
 
         
2013
   
2012
 
   
Weighted Avg. Amortization Period in Years
   
Gross Carrying Amount
   
Accumulated Amortization
   
Gross Carrying Amount
   
Accumulated Amortization
 
Class
Maintenance and legacy
   customers
    10     $ 350     $ (281 )   $ 350     $ (250 )
Planetarium shows
    10       280       (234 )     280       (212 )
     Total
    10     $ 630     $ (515 )   $ 630     $ (462 )
                                         
Amortization expense for the years ended December 31, 2013 and 2012 was $53 and $56, respectively.

Maintenance and legacy customers and planetarium shows represent the value of definite-lived intangibles that were identified in the acquisition of Spitz, Inc. (“Spitz”) in 2006.

 
28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Estimated future amortization expense is as follows as of December 31, 2013:

   
Years Ending December 31,
 
Class
 
2014
   
2015
   
2016
   
2017
   
2018
 
Maintenance and legacy customers
  $ 27     $ 27     $ 15     $ -     $ -  
Planetarium shows
    20       14       12       -       -  
     Total
  $ 47     $ 41     $ 27     $ -     $ -  
                                         

Goodwill of $635 resulted from the acquisition of the Company’s wholly owned subsidiary, Spitz, and was measured as the excess of the $2,884 purchase consideration paid over the fair value of the net assets acquired. The Company has made its annual assessment of impairment of goodwill and has concluded that goodwill is not impaired as of December 31, 2013.

Note 4 - Costs and Estimated Earnings on Uncompleted Contracts
 
Comparative information with respect to uncompleted contracts as of December 31:
 
   
2013
   
2012
 
Total accumulated costs and estimated earnings on uncompleted contracts
  $ 28,402     $ 15,946  
Less total billings on uncompleted contracts
    (29,369 )     (16,003 )
    $ (967 )   $ (57 )
                 
The above amounts are reported in the consolidated balance sheets as of December 31:
               
      2013       2012  
Costs and estimated earnings in excess of billings on uncompleted contracts
  $ 2,391     $ 2,474  
Billings in excess of costs and estimated earnings on uncompleted contracts
    (3,358 )     (2,531 )
    $ (967 )   $ (57 )

Note 5 - Leases
 
The Company occupies real property and uses certain equipment under lease arrangements that are accounted for as operating leases.  The Company’s real property leases contain escalation clauses.  Rental expense for all operating leases for 2013 and 2012 was $161 and $172 each year.
 
Future minimum lease payments under operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows:
 
Years Ending December 31,
     
2014
  $ 134  
2015
    134  
2016
    134  
2017
    134  
2018
    151  
Thereafter
    2,194  
     Total
  $ 2,881  

 

 
29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Note 6 - Employee Retirement Benefit Plans
 
Pension Plan
 
The Pension Plan is a qualified defined benefit pension plan funded by Company contributions. The Pension Plan was frozen in 2002.  Benefits at normal retirement age (65) are based upon the employees’ years of service as of the date of the curtailment for employees not yet retired, and the employees’ compensation prior to the curtailment.
 
Distress Termination Application
 
On January 7, 2013, the Company submitted a PBGC Form 600 Distress Termination, Notice of Intent to Terminate, to the PBGC. The notice filing initiated an application process by the Company with the Pension Benefit Guaranty Corporation (“PBGC”) for the distress termination of the Pension Plan. The Pension Plan benefits are guaranteed by the ERISA Title IV insurance fund, which is administered by the PBGC. The Company has proposed a termination date of March 8, 2013. Through the application process, the Company’s intent has been to demonstrate to the PBGC that it qualifies for a distress termination of the Pension Plan under either of two of the criteria of Section 4041(c)(2) of ERISA (inability to continue in business absent termination and unreasonably increased pension costs) and applicable PBGC regulations. To satisfy the criteria, the Company and its wholly owned subsidiary each must demonstrate to the satisfaction of the PBGC that, unless the termination occurs, the Company will be unable to pay its debts when they come due and will be unable to continue in business, or that the costs of the Pension Plan have become unreasonably burdensome solely as a result of a decline in the workforce covered by the Plan. A distress termination under Section 4041(c)(2) of ERISA would transfer the Pension Plan’s benefit obligations to the PBGC, up to ERISA guaranteed limits, without requiring reorganization under bankruptcy law. The Pension Plan’s actuary has informed the Company that following termination of the Plan and subject to the PBGC’s review of participant benefits, all of the benefits earned by participants as of the date of plan termination are expected to fall within ERISA guaranteed limits.

If the distress termination application is approved, the Company’s unfunded obligation of the Pension Plan would be replaced by a new Pension Plan termination liability to the PBGC, determined by the Pension Plan’s underfunding on a termination basis pursuant to ERISA, PBGC regulations, and other applicable legal authority, along with an ERISA special termination premium.  The Company would also be liable for any unpaid contributions to the Pension Plan (which in substance is a subset of plan termination liability) and annual insurance premiums for the Pension Plan, along with any interest and penalties. While the full Pension Plan termination liability and other pension related liabilities due to the PBGC would likely be greater than the unfunded obligation of the Pension Plan as currently reported in the Company’s financial statements, the Company is in discussions with the PBGC to negotiate a settlement of such liabilities on terms that are feasible for the Company to continue in business as a going concern, which is consistent with the purposes of the statute.

The Company’s goal in seeking a distress termination of the Pension Plan is to ensure that the pension benefits of all Pension Plan participants are paid up to federally guaranteed limits and that the Company continues to operate as a going concern while avoiding the costly damage and disruption to the business which would result from bankruptcy reorganization. The Company has been pursuing a conclusion of the process and a settlement of the resulting liabilities. Based upon recent correspondence with the PBGC, the Company believes that the application process will likely result in a settlement of the Pension Plan liabilities on terms that will enable the Company to continue to operate as a going concern. However, as of the date of this filing, the Company is uncertain of the timing or the ultimate outcome.

Supplemental Executive Retirement Plan
 
The Company maintains an unfunded Supplemental Executive Retirement Plan (“SERP”).  The SERP provides eligible executives defined pension benefits, outside the Pension Plan, based on average salary, years of service and age at retirement.  The SERP was amended in 2002 to discontinue further SERP gains from future salary increases and close the SERP to new participants.
 
401(k) Deferred Savings Plan
 
The Company has a deferred savings plan that qualifies under Section 401(k) of the Internal Revenue Code.  The 401(k) plan covers all employees of the Company who have at least one year of service and who are age 18 or older.  Matching contributions are made on employee contributions after the employee has achieved one year of service.
 

 
30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Extra matching contributions can be made based on profitability and other financial and operational considerations.  No extra matching contributions have been made to date.  Contributions to the 401(k) plan for 2013 and 2012 were $175 and $172, respectively.
 
Obligations and Funded Status for Pension Plan and SERP
 
E&S uses a December 31 measurement date for both the Pension Plan and the SERP.
 
Information concerning the obligations, plan assets and funded status of employee retirement defined benefit plans are provided below:
 
   
Pension Plan
   
SERP
 
   
2013
   
2012
   
2013
   
2012
 
Changes in benefit obligation
                       
Projected benefit obligation at beginning of the year
  $ 53,075     $ 50,610     $ 5,571     $ 5,690  
Service cost
    -       -       -       -  
Interest cost
    1,591       1,870       164       205  
Actuarial (gain) loss
    (6,000 )     3,200       (389 )     216  
Benefits paid
    (575 )     (222 )     (500 )     (540 )
Settlement payments
    -       (2,383 )     -       -  
Projected benefit obligation at end of the year
  $ 48,091     $ 53,075     $ 4,846     $ 5,571  
                                 
   
Pension Plan
   
SERP
 
Changes in plan assets
    2013       2012       2013       2012  
Fair value of plan assets at beginning of the year
  $ 24,760     $ 23,226     $ -     $ -  
Actual return on plan assets
    4,785       2,655       -       -  
Contributions
    103       1,484       500       540  
Benefits paid
    (575 )     (222 )     (500 )     (540 )
Settlements payments
    -       (2,383 )     -       -  
   Fair value of plan assets at end of the year
  $ 29,073     $ 24,760     $ -     $ -  
 
   
Pension Plan
   
SERP
 
   
2013
   
2012
   
2013
   
2012
 
Net Amount Recognized
                       
Unfunded status
  $ (19,018 )   $ (28,315 )   $ (4,846 )   $ (5,571 )
Accrued PBGC insurance premiums
    (234 )     -       -       -  
Unrecognized net actuarial loss
    16,261       25,913       1,455       1,912  
Unrecognized prior service cost
    -       -       (107 )     (156 )
   Net amount recognized
  $ (2,991 )   $ (2,402 )   $ (3,498 )   $ (3,815 )

Amounts recognized in the consolidated balance sheets consisted of:
 
   
Pension Plan
   
SERP
 
   
2013
   
2012
   
2013
   
2012
 
Accrued liability
  $ (19,018 )   $ (28,315 )   $ (4,846 )   $ (5,571 )
Accrued PBGC insurance premiums
    (234 )     -       -       -  
Accumulated other comprehensive loss
    16,261       25,913       1,348       1,756  
   Net amount recognized
  $ (2,991 )   $ (2,402 )   $ (3,498 )   $ (3,815 )

 

 
31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Components of net periodic benefit cost:
 
   
Pension Plan
   
SERP
 
   
2013
   
2012
   
2013
   
2012
 
Service cost
  $ -     $ -     $ -     $ -  
Interest cost
    1,591       1,870       164       205  
Expected return on assets
    (1,841 )     (1,815 )     -       -  
Amortization of actuarial loss
    709       682       68       58  
Amortization of prior year service cost
    -       -       (48 )     (48 )
Settlement charge
    -       1,163       -       -  
   Net periodic benefit cost
    459       1,900       184       215  
Other pension related expenses
    322       -       -       -  
    $ 781     $ 1,900     $ 184     $ 215  

Additional information
 
Pension expense was $965 for the year ended December 31, 2013, which included net periodic benefit expense of $459 for the pension, $184 for the SERP, $234 of insurance premium due to the PBGC and $88 of federal excise tax related to non-payment of minimum pension funding requirements.  Pension expense for the year ended December 31, 2012 included net periodic benefit expense of $1,900 for the pension and $215 for the SERP.
 
There was an unrecognized net actuarial gain of $9,653 in 2013 due to an increase in the discount rate used to remeasure the Pension Plan of 3.1% as of December 31, 2012 compared to 4.8% as of December 31, 2013.  In 2012 the unrecognized net actuarial loss of $514 due to a decrease in the discount rate used to remeasure the Pension Plan liability of 3.8% as of December 31, 2011 to 3.1% as of December 31, 2012. The discount rate is estimated based on an index of similar fixed income securities. During 2014, E&S expects to recognize $406 of accumulated other comprehensive loss as a component of 2014 net periodic benefit cost.
 
There was a decrease to the SERP minimum liability recorded in other comprehensive income of $409 in 2013, compared to an increase of $206 during 2012.  The decrease in 2013 reflected the increase to the discount rate used to measure the SERP as of December 31, 2013 of 4.8% compared to 3.1% as of December 31, 2012.
 
Assumptions
 
The weighted average assumptions used to remeasure benefit obligations as of December 31, 2013 and 2012 included a discount rate of 4.8% and 3.1%, respectively, for the Pension Plan and SERP.  The weighted average assumptions used to determine net periodic cost for the periods ended December 31, 2013 and 2012, included a discount rate of 3.1% and 3.8%, respectively, in each period for the Pension Plan and SERP. The weighted average assumption used to determine an expected long-term rate of return on Pension Plan assets was 8.0%.
 
The long-term rate of return on plan assets was estimated as the weighted average of expected return of each of the asset classes in the target allocation of plan assets.  The expected return of each asset class is based on historical market returns.
 
Pension Plan Assets
 
The Pension Plan’s weighted-average asset allocations and weighted-average targeted asset allocations for each of the years presented are as follows:
 
         
2013
   
2012
 
Asset allocation category of plan assets
 
Target %
   
Actual %
   
Actual %
 
Mutual funds - equity securities
    60       61       59  
Mutual funds - debt securities
    25       38       25  
Real estate investment trust
    5       -       6  
Hedge funds
    10       -       9  
Cash and cash equivalents
    -       1       1  
 
 
32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

The asset allocation policy, consistent with the long-term growth objectives of the Pension Plan, is to invest on a diversified basis among various asset classes as determined by the Pension Plan Administrative Committee.  Assets will be invested in a manner that will provide for long-term growth with a goal to achieve returns equal to or greater than applicable benchmarks.  Investments will be managed by registered investment advisors.

No securities of the Company were part of the Pension Plan assets as of December 31, 2013 or 2012.

Fair Value Measurements

The Pension Plan assets include a significant amount of mutual funds invested in equity and debt securities that are classified within Level 1 because the underlying investments have readily available market prices. Fair values of real estate investments within the real estate investment trust are classified as Level 3 because they were valued using real estate valuation techniques and other methods that include reference to third-party sources and sales comparables where available.  Hedge fund investments are classified in Level 2 and the fair values are generally calculated from pricing models with market input parameters from third-party sources.  The Pension Plan assets fair value measurements are summarized below:


Description
 
December 31, 2013
   
Level 1
   
Level 2
   
Level 3
 
Pension Plan Assets:
                       
  Mutual funds - equity securities
  $ 17,871     $ 17,871     $ -     $ -  
  Mutual funds - debt securities
    10,924       10,924       -       -  
  Hedge fund
    243       -       243       -  
  Money market mutual funds
    35       35       -       -  
    Total
  $ 29,073     $ 28,830     $ 243     $ -  
 
Description
 
December 31, 2012
   
Level 1
   
Level 2
   
Level 3
 
Pension Plan Assets:
                       
  Mutual funds - equity securities
  $ 14,716     $ 14,716     $ -     $ -  
  Mutual funds - debt securities
    6,092       6,092       -       -  
  Real estate investment trust
    1,395       -       -       1,395  
  Hedge fund
    2,273       -       2,273       -  
  Money market mutual funds
    284       284       -       -  
    Total
  $ 24,760     $ 21,092     $ 2,273     $ 1,395  
 
 
33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

The following table provides further details of the Level 3 fair value measurements.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
December 31,
 
Pension Plan Assets – Real estate investment trust:
 
2013
   
2012
 
Beginning balance
  $ 1,395     $ 1,630  
  Actual return on plan assets – gains
    (412 )     102  
  Purchases, sales, issuances and settlements (net)
    (983 )     (337 )
    Ending balance
  $ -     $ 1,395  

Cash Flows
 
Employer contributions
 
Through September 15, 2012, the Company’s funding policy was to contribute to the Pension Plan trust amounts sufficient to satisfy regulatory funding standards, based upon independent actuarial valuations. Beginning in October 2012, the Company discontinued this policy in order to preserve necessary liquidity. As a result, a lien in favor of the PBGC has arisen against the assets of the Company to secure aggregate unpaid contributions which amount to $2,571, including interest, as of January 15, 2014. Independent actuarial valuations have determined that additional contributions of approximately $4,100 will become due through January 15, 2015. The Company’s legal counsel has advised that the PBGC usually does not take enforcement action under its lien rights while it is still considering the application for the distress termination which is consistent with the Company's dialog with the PBGC through the application process. Based upon recent correspondence with the PBGC, the Company believes that the application process will likely result in a settlement of the Pension Plan liabilities on terms that will enable the Company to continue to operate as a going concern, although there can be no assurance as to the timing and ultimate outcome of such settlement dicussions.
 
The Company is not currently required to fund the SERP.  All benefit payments are made by E&S 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 benefits of approximately $531 related to the SERP in 2014.  This contribution is expected to be partially made by liquidating marketable securities with the remainder from cash.
 
Estimated future benefit payments
 
As of December 31, 2013, the following benefits are expected to be paid based on actuarial estimates and prior experience:
 
Years Ending
 
Pension
       
December 31,
 
Plan
   
SERP
 
2014
  $ 719     $ 531  
2015
    980       551  
2016
    1,284       520  
2017
    1,568       529  
2018
    1,923       497  
2019-2023
    13,926       2,061  
 
 
34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Note 7 –Debt
 
Long-term debt consisted of the following as of December 31, 2013 and 2012:
 
   
2013
   
2012
 
First mortgage note payable due in monthly installments of $23 (interest at 5.75%) through January 1, 2024; payment and rate subject to adjustment every 3 years, next adjustment January 14, 2016
  $ 2,116     $ 2,266  
Second mortgage note payable due in monthly installments of $4 (interest at 5.75%) through October 1, 2028; payment and rate subject to adjustment every 5 years, next adjustment October 1, 2018
    423       440  
Sale/leaseback financing
    2,818       2,609  
  Total debt
    5,357       5,315  
Current portion of long-term debt
    (2,995 )     (167 )
Long-term debt, net of current portion
  $ 2,362     $ 5,148  

Principal maturities on total debt are as follows:
 
Years Ending
     
December 31,
     
2014
  $ 2,995  
2015
    188  
2016
    199  
2017
    211  
2018
    224  
Thereafter
    1,540  
Total debt
  $ 5,357  
 
Mortgage Notes

The first mortgage note payable represents the balance on a $3,200 note (“First Mortgage Note”) issued on January 14, 2004 by Spitz. The First Mortgage Note requires repayment in monthly installments of principal and interest over 20 years.  On each third anniversary of the First Mortgage Note, the interest rate is adjusted to the greater of 5.75% or 3% over the Three-Year Constant Maturity Treasury Rate published by the United States Federal Reserve (“3YCMT”).  The monthly installment is recalculated on the first month following a change in the interest rate. The recalculated monthly installment is equal to the monthly installment sufficient to repay the principal balance as of the date of the change in the interest rate over the remaining portion of the original 20-year term.  On January 15, 2014, the 3YCMT was 0.81% and the interest rate on the First Mortgage Note remained at 5.75% per annum. As a result, the monthly installment amount remained at $23.
 
 
The second mortgage note payable represents the balance on a $500 note (“Second Mortgage Note”) issued on September 11, 2008 by Spitz. The Second Mortgage Note requires repayment in monthly installments of principal and interest over 20 years. On each fifth anniversary of the Second Mortgage Note, the interest rate is adjusted to the greater of 5.75% or 3% over 3YCMT. The monthly installment is recalculated on the first month following a change in the interest rate. The recalculated monthly installment is equal to the monthly installment sufficient to repay the principal balance, as of the date of the change in the interest rate, over the remaining portion of the original 20-year term. On September 11, 2013, the fifth anniversary of the Second Mortgage Note, the 3YCMT was 0.88%. As a result, interest continues at 5.75% until possible adjustment on the next 5 year anniversary. The monthly installment also remains unchanged at $4.

The Mortgage Notes are secured by the real property occupied by Spitz pursuant to a Mortgage and Security Agreement. The real property had a carrying value of $4,405 as of December 31, 2013. The Mortgage Notes are guaranteed by E&S.

 
35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

Line of Credit

The Company is a party to a Credit Agreement with a commercial bank which permits borrowings of up to $1,100 to fund Spitz working capital requirements.  Interest is charged on amounts borrowed at the Wall Street Journal Prime Rate.  Borrowings under the Credit Agreement are secured by Spitz real and personal property and all of the outstanding shares of Spitz common stock. The Credit Agreement and Mortgage Notes contain cross default provisions whereby the default of either agreement will result in the default of both agreements. The Credit Agreement has no fixed term or maturity date but can be terminated by the bank at any time whereby any borrowings under the Credit Agreement are payable upon demand by the bank. There were no borrowings outstanding under the Credit Agreement during 2013 and 2012.

Sale/Leaseback Financing

In November 2009, the Company completed a purchase agreement with a buyer, Wasatch Research Park I, LLC (“Wasatch”) to sell its corporate office buildings and its interest in the lease for the land occupied by the buildings in Utah for $2,500.  Under the agreement, E&S transferred legal title of the buildings including improvements and assigned the related land lease to Wasatch. E&S also entered into a sublease agreement to lease back the land and building for rent of $501 per year, of which $126 represents the land lease and $375 represents the building lease.   The sublease agreement has a term of 5 years with an option for two subsequent 5 year renewal periods.  The agreement provided the Company with a 5-year option to repurchase all of the buildings under lease or only one of the buildings known as the Substation along with the lease interest in the land. In 2011, Rocky Mountain Power (“RMP”), a public utility company, obtained a decree of condemnation of the Substation so that RMP may repurpose the Substation for public use (see Note 7). As such the Company no longer has the option to buy the Substation.
 
The repurchase price for the buildings excluding the Substation for the remaining term of the repurchase option is as follows:
 
Date
     
From
To
 
Repurchase price
 
November 1, 2013
October 31, 2014
  $ 3,028  

The arrangement was accounted for as a financing and no sale was recorded because the Company has the right to repurchase the property.  Therefore, the assets representing the building and improvements remain in property and equipment and the Company recorded the net proceeds of the sale as long-term debt. The $126 portion of the sublease payment attributable to the land lease is equivalent to the payment under the assigned land lease and therefore is subject to the same rent escalations the Company was bound to before the assignment. The land lease portion of the sublease payment is recorded as rent expense consistent with the treatment of the prior land lease payment before the assignment of the lease. The $375 portion of the sublease agreement attributable to the building lease is accounted for as debt service under the financing transaction. The net proceeds of the financing amounted to $2,329 consisting of the $2,500 sales price less a security deposit of $125, prorated building rent of $15 and the first monthly payment of $31. E&S records interest expense at a rate of approximately 20% imputed from the estimated cash flows assuming it exercises the option to repurchase the property at the end of the 5-year term. In the event that E&S exercises the option to repurchase the property sooner than the end of the 5-year term, the difference between the carrying balance of the debt and the repurchase cost would be recorded as a prepayment premium or discount on the payoff of the debt balance. The cash payment required to repurchase the property on December 31, 2012 was $3,028 consisting of $3,153 repurchase price under the agreement less a credit for the $125 security deposit. Accordingly, if the Company had exercised its option to repurchase the property on December 31, 2013, it would have recorded a prepayment premium of approximately 7% in the amount of $210 over the $2,818 carrying balance of the debt.

 
36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

 
Note 8 - Income Taxes
 
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.  The Company is subject to audit by the IRS and various states for tax years dating back to 2009.  The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
 
Income tax (provision) benefit for 2013 and 2012 consisted of $(97) and $69, respectively, of federal and state income taxes. The actual expense differs from the expected tax (provision) benefit as computed by applying the U.S. federal statutory income tax rate of 34 percent for 2013 and 2012, as follows:
 
   
2013
   
2012
 
Tax (provision) benefit at U.S. federal statutory rate
  $ (432 )   $ 798  
State tax (provision) benefit  (net of federal income tax benefit)
    (131 )     186  
Research and development and foreign tax credits
    (630 )     -  
Change in cash surrender value of life insurance
    -       (132 )
Change in valuation allowance attributable to operations
    2,123       (778 )
Other, net
    (1,027 )     (5 )
  Tax (provision) benefit
  $ (97 )   $ 69  

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities as of December 31, 2013 and 2012 are as follows:
 
   
2013
   
2012
 
Deferred income tax assets:
           
Property and equipment, principally due to differences in depreciation
  $ 966     $ 840  
Inventory reserves and other inventory-related temporary basis differences
    603       500  
Warranty, vacation, deferred rent and other liabilities
    858       849  
Retirement liabilities
    2,255       1,488  
Net operating loss carryforwards
    63,529       66,050  
Credit carryforwards
    825       1,428  
Other
    961       965  
     Total deferred income tax assets
    69,997       72,120  
     Less valuation allowance
    (69,997 )     (72,120 )
          Net deferred income tax assets
    -       -  
Deferred income tax liabilities:
               
     Total deferred income tax liabilities
    -       -  
       Net deferred income tax assets and liabilities
  $ -     $ -  

Worldwide income (loss) before income taxes consisted of the following:
 
   
2013
   
2012
 
United States
  $ 1,270     $ (2,348 )
Foreign
    -       -  
    Total
  $ 1,270     $ (2,348 )

 
 
37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
Income tax (provision) benefit consisted of the following:
 
   
2013