UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-Q

(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,

For the quarterly period ended AprilJuly 1, 2016
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 001-14677


EVANS & SUTHERLAND COMPUTER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Utah
(State or Other Jurisdiction of
Incorporation or Organization)
87-0278175
(I.R.S. Employer
Identification No.)
  
770 Komas Drive, Salt Lake City, Utah
(Address of Principal Executive Offices)
84108
(Zip Code)
  
Registrant's Telephone Number, Including Area Code:  (801) 588-1000

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

Indicate 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).      Yes  X   No ___

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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

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


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ___ No   X  X_

The number of shares of the registrant's Common Stock (par value $0.20 per share) outstanding on May 2,August 3, 2016 was 11,177,316.
 

FORM 10-Q

Evans & Sutherland Computer Corporation

Quarter Ended AprilJuly 1, 2016
Table of Contents
  Page No.
   
  
   
 
   
 
   
 
   
 
   
 
   
   
   
  
   
   
 
1516

2

PART I – FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands, except share and per share data)

 April 1,  December 31,  July 1,  December 31, 
 2016  2015  2016  2015 
ASSETS            
Current assets:            
Cash and cash equivalents $5,292  $3,734  $3,242  $3,734 
Restricted cash  601   601   602   601 
Accounts receivable, net  3,163   4,825   3,785   4,825 
Costs and estimated earnings in excess of billings on uncompleted contracts  2,327   2,695 
Costs and estimated earnings in excess of billings on        
uncompleted contracts  3,053   2,695 
Inventories, net  3,666   4,072   4,431   4,072 
Prepaid expenses and deposits  934   1,038   714   1,038 
Total current assets  15,983   16,965   15,827   16,965 
Property and equipment, net  4,691   4,735   4,653   4,735 
Goodwill  635   635   635   635 
Intangible assets, net  20   27   13   27 
Other assets  1,124   1,082   1,184   1,082 
Total assets $22,453  $23,444  $22,312  $23,444 
                
LIABILITIES AND STOCKHOLDERS' DEFICIT                
Current liabilities:                
Accounts payable $1,220  $1,062  $1,113  $1,062 
Accrued liabilities  1,322   1,031   1,302   1,031 
Billings in excess of costs and estimated earnings on uncompleted contracts  3,574   3,995 
Billings in excess of costs and estimated earnings on        
uncompleted contracts  3,998   3,995 
Customer deposits  2,160   3,232   2,836   3,232 
Current portion of retirement obligations  500   480   541   480 
Current portion of pension settlement obligation  356   356   356   356 
Current portion of long-term debt  203   199   206   199 
Total current liabilities  9,335   10,355   10,352   10,355 
Pension and retirement obligations, net of current portion  4,781   4,839   4,703   4,839 
Pension settlement obligation, net of current portion  5,268   5,268   5,268   5,268 
Long-term debt, net of current portion  1,906   1,975   1,853   1,975 
Deferred rent obligation  1,548   1,653   1,442   1,653 
Total liabilities  22,838   24,090   23,618   24,090 
Commitments and contingencies                
Stockholders' deficit:                
Preferred stock, no par value: 10,000,000 shares authorized; no shares outstanding  -   - 
Common stock, $0.20 par value: 30,000,000 shares authorized; 11,441,666 shares issued  2,288   2,288 
Preferred stock, no par value: 10,000,000 shares authorized;        
no shares outstanding  -   - 
Common stock, $0.20 par value: 30,000,000 shares authorized;        
11,441,666 shares issued  2,288   2,288 
Additional paid-in-capital  53,459   53,434   53,507   53,434 
Common stock in treasury, at cost, 264,350 shares  (3,532)  (3,532)  (3,532)  (3,532)
Accumulated deficit  (50,196)  (50,432)  (51,165)  (50,432)
Accumulated other comprehensive loss  (2,404)  (2,404)  (2,404)  (2,404)
Total stockholders' deficit  (385)  (646)  (1,306)  (646)
Total liabilities and stockholders' deficit $22,453  $23,444  $22,312  $23,444 

The accompanying notes are an integral part of these condensed consolidated financial statements.
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited) (In thousands, except per share data)
  Three Months Ended  Six Months Ended 
  July 1,  July 3,  July 1,  July 3, 
  2016  2015  2016  2015 
             
Sales $5,268  $10,289  $13,168  $18,291 
Cost of sales  (3,699)  (6,896)  (8,896)  (11,907)
     Gross profit  1,569   3,393   4,272   6,384 
Operating expenses:                
     Selling, general and administrative  (1,766)  (1,755)  (3,437)  (3,597)
     Research and development  (569)  (544)  (1,156)  (1,139)
     Pension  (65)  (49)  (131)  (424)
     Pension settlement  -   (3,620)  -   (3,620)
          Total operating expenses  (2,400)  (5,968)  (4,724)  (8,780)
                 
          Operating loss  (831)  (2,575)  (452)  (2,396)
                 
Other expense, net  (132)  (148)  (260)  (173)
Loss before income tax provision  (963)  (2,723)  (712)  (2,569)
     Income tax provision (benefit)  (6)  23   (21)  (28)
          Net loss $(969) $(2,700) $(733) $(2,597)
                 
Net loss per common share – basic and diluted $(0.09) $(0.24) $(0.07) $(0.23)
                 
Weighted average common shares outstanding – basic  11,177   11,158   11,177   11,123 
Weighted average common shares outstanding – diluted  11,177   11,158   11,177   11,123 
                 
Comprehensive income (loss), net of tax:                
Net loss $(969) $(2,700) $(733) $(2,597)
Other comprehensive income (loss):                
  Reclassification of pension expense to net income  -   -   -   195 
  Pension settlement      31,776   -   31,776 
    Other comprehensive income  -   31,776   -   31,971 
          Total comprehensive income (loss) $(969) $29,076  $(733) $29,374 

  Three Months Ended 
  April 1,  April 3, 
  2016  2015 
       
Sales $7,900  $8,002 
Cost of sales  (5,197)  (5,011)
     Gross profit  2,703   2,991 
Operating expenses:        
     Selling, general and administrative  (1,671)  (1,842)
     Research and development  (587)  (595)
     Pension  (66)  (375)
          Total operating expenses  (2,324)  (2,812)
         
          Operating income  379   179 
         
Other expense, net  (128)  (25)
Income before income tax provision  251   154 
     Income tax provision  (15)  (51)
          Net income $236  $103 
         
Net income per common share – basic and diluted $0.02  $0.01 
         
Weighted average common shares outstanding – basic  11,177   11,089 
Weighted average common shares outstanding – diluted  11,801   11,477 
         
Comprehensive income, net of tax:        
Net income $236  $103 
Other comprehensive income:        
  Reclassification of pension expense to net income  -   195 
    Other comprehensive income  -   195 
          Total comprehensive income $236  $298 

The accompanying notes are an integral part of these condensed consolidated financial statements.
EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)
 
  Three Months Ended 
  April 1,  April 3, 
  2016  2015 
       
Cash flows from operating activities:      
Net income $236  $103 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Depreciation and amortization  73   71 
Amortization of deferred pension costs  -   195 
Provision for excess and obsolete inventory  60   10 
Other  46   19 
Changes in assets and liabilities:        
Increase in restricted cash  -   (21)
Decrease (increase) in accounts receivable  1,641   (1,627)
Decrease (increase) in inventories  346   (1,685)
Increase in costs and estimated earnings in excess of billings on uncompleted contracts, net  (53)  (177)
Decrease (increase) in prepaid expenses and other assets  62   (299)
Increase in accounts payable  158   200 
Increase in accrued liabilities  291   155 
Increase (decrease) in pension and retirement obligations  (38)  53 
Increase (decrease) in customer deposits  (1,072)  458 
Decrease in deferred rent obligation  (105)  (107)
Net cash provided by (used in) operating activities  1,645   (2,652)
         
Cash flows from investing activities:        
Purchases of property and equipment  (22)  (14)
Net cash used in investing activities  (22)  (14)
         
Cash flows from financing activities:        
Principal payments on long-term debt  (65)  (62)
Net cash used in financing activities  (65)  (62)
         
Net increase (decrease) in cash and cash equivalents  1,558   (2,728)
Cash and cash equivalents as of beginning of the period  3,734   7,038 
Cash and cash equivalents as of end of the period $5,292  $4,310 
         
Supplemental disclosures of cash flow information:        
Cash paid during the period for:        
Interest $42  $45 
Income taxes  11   11 

 
  Six Months Ended 
  July 1,  July 3, 
  2016  2015 
       
Cash flows from operating activities:      
Net loss $(733) $(2,597)
Adjustments to reconcile net loss to net cash used in        
operating activities:        
Depreciation and amortization  145   144 
Amortization of deferred pension costs  -   195 
Pension settlement charge  -   3,620 
Provision for excess and obsolete inventory  124   33 
Other  79   32 
Changes in assets and liabilities:        
Decrease (increase) in restricted cash  (1)  90 
Decrease (increase) in accounts receivable  1,034   (1,072)
Increase in inventories  (483)  (949)
Increase in costs and estimated earnings in        
excess of billings on uncompleted contracts, net  (355)  (2,996)
Decrease (increase) in prepaid expenses and other assets  222   (935)
Increase in accounts payable  51   367 
Increase in accrued liabilities  271   915 
Decrease in pension and retirement obligations  (75)  (23)
Decrease in pension settlement obligation  -   (1,485)
Increase (decrease) in customer deposits  (396)  70 
Decrease in deferred rent obligation  (211)  (212)
Net cash used in operating activities  (328)  (4,803)
         
Cash flows from investing activities:        
Purchases of property and equipment  (49)  (27)
Net cash used in investing activities  (49)  (27)
         
Cash flows from financing activities:        
Principal payments on long-term debt  (115)  (109)
Net cash used in financing activities  (115)  (109)
         
Net decrease in cash and cash equivalents  (492)  (4,939)
Cash and cash equivalents as of beginning of the period  3,734   7,038 
Cash and cash equivalents as of end of the period $3,242  $2,099 
         
Supplemental disclosures of cash flow information:        
Cash paid during the period for:        
Interest $72  $93 
Income taxes  11   11 
         
Supplemental disclosures of non-cash investing and financing        
activities:        
Settlement of pension liability $-  $35,869 

The accompanying notes are an integral part of these condensed consolidated financial statements.
5

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
All dollar amounts (except share and per share amounts) in thousands.

1.GENERAL

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Evans & Sutherland Computer Corporation and subsidiaries (collectively, the "Company" or "E&S") have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations, and cash flows, in conformity with U.S. generally accepted accounting principles ("US GAAP").  This report on Form 10-Q should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 2015.

The accompanying unaudited condensed consolidated balance sheets, statements of comprehensive income (loss), and statements of cash flows reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations and cash flows.  The results of operations for the three and six months ended AprilJuly 1, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016.  The Company operates on a calendar year with the first three fiscal quarters ending on the last Friday of the thirteenth week in the quarter.

Revenue Recognition

Sales include revenues from system hardware and the related integrated software, database products and service contracts.  The following methods are used to determine revenue recognition:
Percentage of Completion. In arrangements that are longer in term and require significant production, modification or customization, revenue is recognized using the percentage-of-completion method.  In applying this method,  the Company utilizes cost-to-cost methodology whereby it estimates the percent complete by calculating the ratio of costs incurred (consisting of material, labor and subcontracting costs, as well as an allocation of indirect costs) for each contract to its total anticipated costs for that contract.   This ratio is then utilized to determine the amount of gross profit earned based on the Company's estimate of total gross profit at completion for each contract.  The Company routinely reviews estimates related to percentage-of-completion contracts and adjusts for changes in the period the revisions are made.  Billings on uncompleted percentage-of-completion contracts may be greater than or less than incurred costs and estimated earnings and are recorded as an asset or liability in the accompanying condensed consolidated balance sheets.
In those arrangements where software is a significant component of the contract, the Company uses the percentage-of-completion method as described above.
Completed Contract. Contract arrangements which typically require a relatively short period of time to complete the production, modification, and customization of products are accounted for using the completed contract method.  Accordingly, revenue is recognized upon delivery of the completed product, provided persuasive evidence of an arrangement exists, title and risk of loss have transferred to the customer, the fee is fixed or determinable, and collection is reasonably assured.

Multiple Element Arrangements.  Some contracts include multiple elements.  Significant deliverables in such arrangements commonly include various hardware components of the Company's visual display systems, domes, show content and various service and maintenance elements.  Revenue earned on elements such as products, services and maintenance contracts are allocated to each element based on the relative fair values of the elements.  Relative fair values of elements are generally determined based on actual and estimated selling price.  Delivery times of such contracts typically occur within a three to six-month time period.

Other.  Other revenue consists primarily of amounts earned under maintenance contracts that are generally sold as a single element.  Revenue from product maintenance contracts, including separately priced extended warranty contracts, is deferred and recognized over the period of performance under the contract.
6

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Anticipated Losses.  For contracts with anticipated losses at completion, a provision is recorded when the loss is probable.  After an anticipated loss is recorded, subsequent revenues and cost of sales are recognized in equal and offsetting amounts as contract costs are incurred.

Stock-Based Compensation

Compensation cost for all stock-based awards is measured at fair value on the date of grant and is recognized over the service period for awards expected to vest.  Determining the fair value of share-based awards at the grant date requires judgment, including estimating the value of share-based awards that are expected to be forfeited. Actual results and future estimates may differ from the Company's current estimates.

Net IncomeLoss Per Common Share

Basic net loss per common share is computed based on the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed based on the weighted-average number of common shares and dilutive common stock equivalents outstanding during the period. Stock options are considered to be common stock equivalents.equivalents in computing diluted net income per share, when applicable. When the Company incurs a loss, potentially dilutive common stock equivalents are excluded as their effect would be anti-dilutive, thereby decreasing the net loss per common share.  Stock options producedBecause there was a net loss for the periods presented, no common stock equivalents were used in the computation of 623,958 and 388,135 used to compute dilutedthe net incomeloss per share for the three months ended April 1, 2016 and April 3, 2015, respectively.common share.    

Inventories, net
Inventories consisted of the following:

 April 1,  December 31,  July 1,  December 31, 
 2016  2015  2016  2015 
            
Raw materials $5,975  $5,958  $6,135  $5,958 
Work in process  890   1,265   1,489   1,265 
Finished goods  232   220   302   220 
Reserve for obsolete inventory  (3,431)  (3,371)  (3,495)  (3,371)
Inventories, net $3,666  $4,072  $4,431  $4,072 
                

7

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

2.STOCK OPTION PLAN
As of AprilJuly 1, 2016, options to purchase 1,066,0681,252,581 shares of common stock under the Company's stock option plan were authorized and reserved for future grant.  A summary of activity in the stock option plan for the threesix months ended AprilJuly 1, 2016 follows (shares in thousands):

    Weighted-     Weighted- 
    Average     Average 
 Number  Exercise  Number  Exercise 
 of Shares  Price  of Shares  Price 
            
Outstanding as of beginning of the period  1,470  $1.53   1,470  $1.53 
Granted  225   0.89   226   0.89 
Exercised  -       -     
Forfeited or expired  (95)  6.58   (175)  6.65 
Outstanding as of end of the period  1,600   1.14   1,521   0.84 
                
Exercisable as of end of the period  1,157  $1.34   1,137  $0.92 

As of AprilJuly 1, 2016, options exercisable and options outstanding had a weighted average remaining contractual term of 4.194.50 and 5.595.63 years, respectively, and had an aggregate intrinsic value of $467$345 and $604,$418, respectively.

The Black-Scholes option-pricing model is used to estimate the fair value of options under the Company's stock option plan. The weighted average values of employee stock options granted under the stock option plan, as well as the weighted average assumptions used in calculating these values during the first threesix months of 2016, were based on estimates as of the date of grant as follows:
 
Risk-free interest rate  1.17%1.17%
Dividend yield  0.00%0%
Volatility  258%258%
Expected life 3.5 years

Expected option life and volatility are based on historical data of the Company.   The risk-free interest rate is calculated based on the average US Treasury bill rate that corresponds with the option life.  Historically, the Company has not declared dividends and there are no foreseeable plans to do so.

As of AprilJuly 1, 2016, there was approximately $161$116 of total unrecognized share-based compensation cost related to grants under the stock option plan that will be recognized over a weighted-average period of 2.52.3 years.

Share-based compensation expense included in selling, general and administrative expense in the statements of comprehensive income (loss) for each of the six-month periods ended July 1, 2016 and July 3, 2015 was $72 and $20, respectively.  Share-based compensation expense included in selling, general and administrative expense in the statements of comprehensive income (loss) for each of the three-month periods ended AprilJuly 1, 2016 and AprilJuly 3, 2015 was $25$48 and $9,$11, respectively.

3.EMPLOYEE RETIREMENT BENEFIT PLANS
 
Settlement of Pension Plan Liabilities
On April 21, 2015, the Company entered into a series of agreements to terminate its defined pension plan (the "Pension Plan") and settle the resulting liabilities. Pursuant to the agreements, as of AprilJuly 1, 2016, the Company is obligated to pay eleven remaining installments of $750 to the Pension Benefit Guaranty Corporation (the "PBGC") due annually on October 31 of each year from 2016 through 2026 (the "Pension Settlement Obligation"). As security for the Pension Settlement Obligation, the Company granted to the PBGC a security interest on all of the Company's assets, subordinate to certain senior liens held by the Company's two senior lenders. The Pension Settlement Obligation is recorded net of imputed interest expense at 7%, as a liability on the balance sheet.
8

EVANS & SUTHERLAND COMPUTER CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The Company recorded pension expense of $326 attributable to the Pension Plan for the first quarter of 2015, which was prior to the April 2015 plan termination. As a result of the termination Pension Plan, the Company's only remaining pension obligation is the Supplemental Executive Retirement Plan ("SERP").
Employer Contributions
The Company is not currently required to fund the SERP.  All benefit payments are made by the Company directly to those who receive benefits from the SERP.  As such, these payments are treated as both contributions and benefits paid for reporting purposes. The Company expects to contribute and pay SERP benefits of approximately $500$541 in the next 12 months.

Components of Net Periodic Benefit Expense
 
       Supplemental Executive        Supplemental Executive 
 Pension Plan  Retirement Plan  Pension Plan  Retirement Plan 
 April 1,  April 3,  April 1,  April 3,  July 1,  July 3,  July 1,  July 3, 
For the three months ended: 2016  2015  2016  2015  2016  2015  2016  2015 
                        
Service cost $-  $-  $-  $-  $-  $-  $-  $- 
Interest cost  -   617   48   44   -   -   48   44 
Expected return on assets  -   (585)  -   -   -   -   -   - 
Amortization of actuarial loss  -   195   21   17   -   -   20   17 
Amortization of prior year service cost  -   -   (3)  (12)  -   -   (3)  (12)
Net periodic benefit expense  -   227   66   49   -   -   65   49 
Insurance premium due PBGC  -   99   -   -   -   -   -   - 
 $-  $326  $66  $49  $-  $-  $65  $49 
        Supplemental Executive 
  Pension Plan  Retirement Plan 
  July 1,  July 3,  July 1,  July 3, 
For the six months ended: 2016  2015  2016  2015 
             
Service cost $-  $-  $-  $- 
Interest cost  -   617   95   88 
Expected return on assets  -   (585)  -   - 
Amortization of actuarial loss  -   195   41   34 
Amortization of prior year service cost  -   -   (5)  (24)
Net periodic benefit expense  -   227   131   98 
Insurance premium due PBGC  -   99   -   - 
  $-  $326  $131  $98 

For the three-monthsix-month period ended AprilJuly 3, 2015, the Company reclassified $195 of actuarial loss from accumulated other comprehensive loss related to the Pension Plan whichthat was included in pension expense in the statements of comprehensive income.loss for the same period.

9

Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes of Evans & Sutherland Computer Corporation and subsidiaries (collectively, the "Company,"  "E&S," "we," "us" and "our") included in Item 1 of Part I of this quarterly report on Form 10-Q.  In addition to the historical information contained herein, this quarterly report on Form 10-Q includes certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the fact they use words such as "should," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe" and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Company's goals, plans and projections regarding its financial position, results of operations, cash flows, market position, product development, sales efforts, expenses, performance or results of current and anticipated products and the outcome of contingencies such as legal proceedings and financial results, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years.

Although the Company believes it has been prudent in its plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. The Company undertakes no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise.

All dollar amounts are in thousands.

Executive Summary

The first three monthssecond quarter of 2016 produced slightly loweronly $5,268 of sales. This unusually low sales but improved net income compared to the same period of 2015. Weaker 2016 gross profit margins were more than offset by lower 2016 operating expenses compared to 2015. The 2016 weaker gross profit margins were due to variability in product mix within a normal range. Operating expenses were lower in 2016 due to the cessation of expenses related to the Pension Plan which was terminated in April 2015. The revenue backlog decreased but remained relatively healthy at April 1, 2016. The decrease in the revenue backlogvolume was attributable to the timing of customer deliveries of planetarium systems and a temporary drop in backlog from low sales orders in the first quarter of 2016. The low sales volume resulted in under-absorption of fixed overhead which negatively affected gross profit. Also considerable resources were expended on product demonstrations at a major bi-annual planetarium conference resulting in higher than normal selling expenses. As a result, we reported a net loss of $969 in the second quarter of 2016 which offset first quarter net income to produce a net loss of $733 for the first half of 2016. This variability in the timing of sales orders and customer deliveries are an element of our business that occasionally affect results in this way. While the results of operations are disappointing, a healthy volume of new sales bookings due mostlyorders in the second quarter of 2016 helped the sales backlog rebound almost to the timinglevel at the beginning of prospective customer decisions. The April 1,the year. In addition, significant new orders already booked early in the third quarter of 2016 revenueand several promising prospects attributable to positive reactions to recent product demonstrations are expected to sustain a healthy sales backlog and a strong sales prospect list support an encouraging outlook for the remainder of 2016. The firstsales backlog and customer delivery schedules support our positive outlook for higher sales levels and profitable results for the second half of 2016.

The net loss for the second quarter of 2016 increased our stockholders deficit, but we believe this is a temporary setback and that future results continuewill lead to illustrate the profit potentialelimination of our business withoutstockholders' deficit toward our goal of building shareholder value. For the burden of the Pension Plan.
Welonger term, we continue to 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 and meet our obligations including the Pension Settlement Obligation. The net income for the first three months of 2016 brings us closer to the elimination of our stockholders' deficit and our goal of building shareholder value. With the settlement of the Pension Plan liabilities, we expect our improved financial position to present opportunities for better results through the availability of credit and stronger qualification for customer projects.

Critical Accounting Policies

Certain accounting policies are considered by management to be critical to an understanding of our condensed consolidated financial statements.  Their application requires significant management judgment, with financial reporting results relying on estimates about the effect of matters that are inherently uncertain.  A summary of critical accounting policies can be found in our Form 10-K for the year ended December 31, 2015.  For all of these policies, management cautions that future results rarely develop exactly as forecasted, and the best estimates routinely require modification.
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Results of Operations

Sales and Backlog

The following table summarizes our sales:

  Three Months Ended 
  April 1, 2016  April 3, 2015 
       
Sales $7,900  $8,002 
  Three Months Ended  Six Months Ended 
  July 1, 2016  July 3, 2015  July 1, 2016  July 3, 2015 
             
Sales $5,268  $10,289  $13,168  $18,291 

Sales for the second quarter and first quartersix months of 2016 were slightly lower than the same periodperiods in 2015. The lower 2016 sales were attributable to timing of deliveries and work completed on customer contracts.contracts and the low volume of new orders during the first three months of 2016.

Revenue backlog declined to $22,293was $25,498 as of AprilJuly 1, 2016, compared to $26,298 as of December 31, 2015. The slight decline in the revenue backlog is attributed to a low volume of new orders booked in the first three monthsquarter of 2016.2016, mostly offset by a high volume of new orders booked in the second quarter. Sales prospects support the outlook for a higher volume of new orders through the remainder of 2016.

Gross Profit
The following table summarizes our gross profit and the gross profit as a percentage of total sales:
  
 Three Months Ended  Three Months Ended  Six Months Ended 
 April 1, 2016  April 3, 2015  July 1, 2016  July 3, 2015  July 1, 2016  July 3, 2015 
                  
Gross profit $2,703  $2,991  $1,569  $3,393  $4,272  $6,384 
Gross profit percentage  34%  37%  30%  33%  32%  35%

The variability in the gross profit percentage was due to volume related efficiencies, the mix of products delivered and the types of customer contracts that contributed to the revenue recognized for the periods presented.

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Operating Expenses
The following table summarizes our operating expenses:

 Three Months Ended  Three Months Ended  Six Months Ended 
 April 1, 2016  April 3, 2015  July 1, 2016  July 3, 2015  July 1, 2016  July 3, 2015 
                  
Selling, general and administrative $1,671  $1,842 
Selling, general and            
administrative $1,766  $1,755  $3,437  $3,597 
Research and development  587   595   569   544   1,156   1,139 
Pension  66   375   65   49   131   424 
Pension settlement  -   3,620   -   3,620 
Total operating expenses $2,324  $2,812  $2,400  $5,968  $4,724  $8,780 
 
Selling, general and administrative expenses were lower inslightly higher for the three months ended July 1, 2016 compared to 2015.the same period in 2015, while for the six month period they were lower. This was primarily due to the reduction of selling related travel expense andin professional fees associated with the pension settlement.settlement which was mostly offset by higher selling expense in the second quarter of 2016 attributable to product demonstrations at a bi-annual planetarium conference.

Research and development expenses for the three and six months ended July 1, 2016 were slightly lower in 2016higher compared to 2015. This wasthe same periods in 2015 due primarily to an increase in the use of engineering resources for customer delivery activities as opposed toincreased labor costs and expenditures on product improvement projects.

Pension expense declined in the six months period of 2016 compared to 2015 due to the 2015 termination of the Pension Plan. The 2016 pension expenses are attributable to the SERP. The pension expense was higher in the second quarter of 2016 compared to 2015 due to changes in actuarial assumptions in measuring the SERP obligation.
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Pension Plan Liabilities below.

Other Expense, net

The following table summarizes our other expense:

  Three Months Ended 
  April 1, 2016  April 3, 2015 
       
Total other expense, net $128  $25 
  Three Months Ended  Six Months Ended 
  July 1, 2016  July 3, 2015  July 1, 2016  July 3, 2015 
             
Total other expense, net $132  $148  $260  $173 
Other
For the three months ended July 1, 2016, other expense, increasednet, was less than the same period in 2016 compared to 2015 due primarily to a decrease in interest expense resulting from the amortization of debt obligations.  For the six months ended July 1, 2016, other expense, net, was more than the same period in 2015 due primarily to interest expense from the imputed interest on the Pension Settlement Obligation, a liability recordedpension settlement obligation which began in April 2015.

Other Comprehensive Income (Loss) and the Settlement of Pension Plan Liabilities
The settlement of Pension Plan liabilities resulted in a charge to the statement of operations of $3,620 which was offset by other comprehensive income of $31,776 for a total gain of $28,156 in the second quarter of 2015. The other pension related charges in 2015 recorded in other comprehensive income were attributable to the accounting for actuarial valuations of the pension liabilities. Other comprehensive income (loss) in future years is expected to be limited to accounting for potential changes in the actuarial valuation of the SERP liabilities for much less significant amounts than 2015.


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Liquidity and Capital Resources

Outlook
As discussed above in the executive summary and the notes to the condensed consolidated financial statements,above, we have made significant progress in our effort to reverse our long history of operating losses.  We believe that the termination of the Pension Plan together with the settlement of the underlying pension liabilities achieved our goal of reducing our obligations to levels that allow the business to be viable. As a result, we believe existing liquidity resources and funds generated from forecasted revenue will be sufficient to meet our current and long-term obligations. 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

In the first threesix months of 2016, $1,645the $328 of cash provided byused in operating activities was attributable to $415$385 of cash providedabsorbed by the net incomeloss for the period, after the effect of $179$348 of non-cash items plusand a slightly favorable change to working capital of $1,230.$57.  The change tomore significant working capital was driven by the timingchanges contributing to cash consisted of an increase in progress payments from customer contracts, a decrease in inventory attributable to customer deliveries, an increase in accounts payable attributable to the timingamortization of purchases,prepaid expense and an increase in accrued expenses attributable to payroll schedules.schedules, which were mostly offset by an increase in inventory attributable to customer deliveries and the reduction of deferred rent obligation related to a deferred gain from a prior year sale leaseback transaction.

In the first threesix months of 2015, $2,652$4,803 of cash used in operating activities was attributable to $398$1,427 of cash from the net incomeloss for the period, after the effect of $295$4,024 of non-cash items, plusmostly related to the pension settlement, less an unfavorable change to working capital of $3,050.$6,230.  The cash effect of the change to working capital was driven primarily by increases in inventory and receivables, attributable to the timing of billingscustomer progress payments, payment on the pension settlement obligation and, newto a lesser degree, the acquisition of inventory for upcoming customer orders.deliveries.

Cash used in investing activities was $22$49 for the first threesix months ended AprilJuly 1, 2016 compared to $14$27 for the same period of 2015.  Investing activities for both periods presented consisted entirely of property and equipment purchases.

For the first threesix months ended AprilJuly 1, 2016, financing activities used $65$115 of cash compared to $62$109 in 2015 for principal payments on mortgage notes.

Line of Credit

The Company is a party to a line-of-credit agreement with a commercial bank which permits borrowings of up to $1,100 to fund the working capital requirements of Spitz.our subsidiary Spitz, Inc. ("Spitz"). Under the line of credit agreement, interest is charged on amounts borrowed at the lender's prime rate less 0.25%.  Any borrowings under the Credit Agreement are secured by Spitz real and personal property and all of the outstanding shares of Spitz common stock. The line-of-credit agreement and mortgage notes (with the same commercial bank) contain cross default provisions whereby a default on either agreement will result in a default on both agreements. There were no borrowings outstanding under the line-of-credit agreement as of AprilJuly 1, 2016.

Letters of Credit

Under the terms of financing arrangements for letters of credit, the Company is required to maintain a balance in a specific cash account equal to or greater than the outstanding value of all letters of credit issued, plus other amounts necessary to adequately secure obligations with the financial institutions who issue the letters of credit.  As of AprilJuly 1, 2016 there were outstanding letters of credit and bank guarantees of $600, which are scheduled to expire during the year ending December 31, 2016.
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Mortgage Notes
As of AprilJuly 1, 2016, Spitz had obligations totaling $2,109$2,059 under its two mortgage notes payable.
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Item 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective at the reasonable assurance level such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company are detected.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed above that occurred during the quarter ended AprilJuly 1, 2016, or subsequent to that date, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process.
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PART II - OTHER INFORMATION


Item 1.LEGAL PROCEEDINGS

In the normal course of business, we become involved in various legal proceedings.  Although the final outcome of such proceedings cannot be predicted with certainty, we believe the ultimate disposition of any such proceedings will not have a material adverse effect on our consolidated financial position, liquidity, or results of operations.

Item 6.EXHIBITS

31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended, filed herewith.
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended, filed herewith.
32.1Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
101The following materials from this Quarterly Report on Form 10-Q for the period ended AprilJuly 1, 2016, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.

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SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EVANS & SUTHERLAND COMPUTER CORPORATION
Date: August 4, 2016
By:     /s/ Paul Dailey
Paul Dailey, Chief Financial Officer
and Corporate Secretary
(Authorized Officer)
(Principal Financial and Accounting Officer)


EVANS & SUTHERLAND COMPUTER CORPORATION

Date:      May 9, 2016                                        By:     /s/ Paul Dailey
Paul Dailey, Chief Financial Officer
and Corporate Secretary
(Authorized Officer)
(Principal Financial and Accounting Officer)
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