-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HtlcnQ6NmvFoKdLievwpg3THESi0uNBRh1HXafsohWEVconmK4EHeEND+oeWylbK yvJhZ9Rlf6GXpmdv9yaCPg== 0000950123-95-000919.txt : 19950414 0000950123-95-000919.hdr.sgml : 19950406 ACCESSION NUMBER: 0000950123-95-000919 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940401 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950405 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLT INFORMATION SCIENCES INC CENTRAL INDEX KEY: 0000103872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 135658129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 95526990 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 1133 6TH AVENUE STREET 2: 24H FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 8-K/A 1 AMENDMENT NO. 1 TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K A/1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 1994 VOLT INFORMATION SCIENCES, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 1-9232 13-5658129 - ------------------------------- -------------------- ------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) 1221 Avenue of the Americas, New York, New York 10020 - ---------------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 704-2400 Not Applicable (Former name, former address and former fiscal year, if changed since last year) 2 Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Unaudited pro forma financial data. Page No. (i) General Statement. F1 (ii) Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company and its Subsidiaries as at January 28, 1994. F2 (iii) Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet. F4 (iv) Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company and its Subsidiaries for the fiscal year ended October 29, 1993. F5 (v) Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company and its Subsidiaries for the three months ended January 28, 1994. F6 (vi) Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations. F7 (c) Exhibits 2.1 Agreement effective April 1, 1994 between VIS, Inc., Pacific Volt Systems, Pacific Bell Directory, PBD Holdings, Volt Information Sciences, Inc. and Volt Orangeca Real Estate Corp. (Incorporated by reference to Exibit 2.1 to the original filing of this Current Report on Form 8-K, File No. 1-9232). -3- 3 Signatures 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. VOLT INFORMATION SCIENCES, INC. (Registrant) BY s/ JACK EGAN ---------------------------- (Signature) Date: March 31, 1995 JACK EGAN Vice President--Corporate Accounting (Principal Accounting Officer) -4- 4 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Financial Data General Statement The following unaudited pro forma financial data were derived from the historical consolidated financial statements of the Company. The Unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to the sale of the Company's 50% interest in a joint venture and the application of the proceeds therefrom to redeem a portion of the Company's 12-3/8% Subordinated Debentures as if all such transactions had occurred on January 28, 1994. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the fiscal year ended October 29, 1993 and three months ended January 28, 1994 give effect as if such transactions had occurred at the beginning of the respective fiscal periods. The pro forma adjustments are based on currently available information and upon certain assumptions that management of the Company believes are reasonable under the circumstances. The pro forma financial data are provided for informational purposes only and do not purport to represent what the Company's financial position or results of operations actually would have been had the aforementioned transactions been completed as of the date or at the beginning of the periods indicated, or to project the Company's financial position or results of operations at any future date or for any future period. F-1 5 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet January 28, 1994 (Dollars in Thousands)
Pro Forma Adjustments --------------------- Sale of Joint Venture Redemption Actual Interest of Debt Pro Forma ------ --------- ----------- --------- ASSETS CURRENT ASSETS Cash and cash equivalents $22,387 $16,382 (a) $(10,096) (b) $28,673 Short-term investments at lower of cost or market-market value $1,014 1,000 1,000 Trade accounts receivable less allowance of $3,852 75,894 75,894 Inventories 24,671 24,671 Recoverable income taxes 5,425 (4,010) (c) 56 (d) 1,471 Deferred income taxes 2,543 2,543 Prepaid expenses and other assets 3,934 3,934 ------ ------- -------- -------- TOTAL CURRENT ASSETS 135,854 12,372 (10,040) 138,186 INVESTMENTS--market value $3,265 3,215 3,215 INVESTMENTS in joint ventures 15,005 (6,612) (e) 8,393 PROPERTY, PLANT AND EQUIPMENT-- at cost Land and buildings 33,228 33,228 Machinery and equipment 42,033 42,033 Leasehold improvements 2,194 2,194 ------ -------- 77,455 77,455 Less allowances for depreciation and amortization 31,475 31,475 ------- -------- 45,980 45,980 DEPOSITS, RECEIVABLES AND OTHER ASSETS 2,937 (138) (d) 2,799 INTANGIBLE ASSETS--net of accumulated amortization of $3,050 5,787 5,787 -------- ------- -------- -------- $208,778 $5,760 $(10,178) $204,360 ======== ======= ======== ========
F-2 6 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet January 28, 1994 (Dollars in Thousands)
Pro Forma Adjustments --------------------- Sale of Joint Venture Redemption Actual Interest of Debt Pro Forma ------- -------- ---------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable to banks $ 6,329 $6,329 Current portion of long-term debt 15,400 15,400 Accounts payable 17,257 17,257 Accrued expenses Wages and commissions 16,979 16,979 Taxes other than income taxes 6,412 6,412 Insurance 10,920 10,920 Other 3,763 $(96) (b) 3,667 Customer advances and other liabilities 11,646 11,646 -------- -------- -------- TOTAL CURRENT LIABILITIES 88,706 (96) 88,610 LONG-TERM DEBT 42,751 (10,000) (f) 32,751 DEFERRED INCOME TAXES 1,585 1,585 -------- -------- -------- 133,042 (10,096) 122,946 STOCKHOLDERS' EQUITY Preferred stock, par value $1.00 authorized--500,000 shares; issued--none Common stock, par $.10 authorized--15,000,000 shares; issued--7,789,580 shares 779 779 Paid-in capital 43,823 43,823 Retained earnings 77,730 $5,760 (g) (82) (h) 83,408 Unrealized foreign currency translation adjustment (496) (496) -------- ------ -------- -------- 121,836 5,760 (82) 127,514 Less common stock held in treasury, at cost 46,100 46,100 -------- ------ -------- -------- 75,736 5,760 (82) 81,414 -------- ------ -------- -------- $208,778 $5,760 $(10,178) $204,360 ======== ====== ======== ========
F-3 7 Volt Information Sciences, Inc. and Subsidiaries Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet January 28, 1994 (a) Cash proceeds of $16,382,000 from the sale of the Company's 50% interest in a joint venture. (b) Represents the payments for the redemption of $10,000,000 principal amount of the Company's 12-3/8% Senior Subordinated Debentures and accrued interest of $96,000 thereon. (c) The decrease in recoverable income taxes of $4,010,000 represents the combined federal and state tax provision at an incremental rate of approximately 41% attributable to the gain on the sale of the Company's 50% interest in the joint venture. (d) Represents the write-off of unamortized costs $(138,000) and tax benefit $(56,000) related to the Debentures redeemed. (e) Represents the Company's investment in the joint venture which was sold. (f) Represents the payment of principal of $10,000,000 of the Company's 12-3/8% Senior Subordinated Debentures. (g) Represents the gain on the sale of the Company's 50% interest in the joint venture, net of income taxes. (h) Represents the charge, net of the income tax benefit, for the write-off of unamortized costs of Debentures redeemed. F-4 8 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Fiscal Year Ended October 29, 1993 (Dollars in Thousands, Except Per Share Data)
Pro Forma Adjustments (a) ------------------------- Sale of Joint Venture Redemption Actual Interest of Debt Pro Forma -------- --------- --------- --------- REVENUES Sales of services $501,028 $501,028 Sales of products 57,080 57,080 Equity in income of joint ventures 4,940 $(2,327)(b) 2,613 Interest income 1,381 1,381 Gains on securities--net 199 199 Other income--net 545 545 --------- ------- ------- 565,173 (2,327) 562,846 --------- ------- ------- COST AND EXPENSES Cost of sales: Services 467,710 467,710 Products 34,435 34,435 Selling and administrative 40,108 40,108 Research and development 5,830 5,830 Engineering 1,037 1,037 Depreciation and amortization 10,191 10,191 Foreign exchange loss--net 378 378 Interest expense 11,078 $(1,262) (c) 9,816 --------- ------- ------- 570,767 (1,262) 569,505 --------- ------- ------- Loss before income taxes and cumulative effect of a change in accounting (5,594) (2,327) 1,262 (6,659) Income tax provision (benefit) (1,920) (931)(d) 505 (d) (2,346) --------- -------- ------- ------- Loss before cumulative effect of a change in accountng $(3,674) $(1,396) $757 $(4,313) ========= ======= ======= ======= (Per Share Data) Loss before cummulative effect of a change in accounting $(.77) $(.90) ===== ===== Number of shares used in computation 4,798,863 4,798,863 ========= =========
F-5 9 Volt Information Sciences, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Three Months Ended January 28, 1994 (Dollars in Thousands, Except Per Share Data)
Pro Forma Adjustments (a) ------------------------- Sale of Joint Venture Redemption Actual Investment of Debt Pro Forma -------- ---------- ----------- --------- REVENUES Sales of services $130,216 $130,216 Sales of products 12,338 12,338 Equity in income (loss) of joint ventures 50 $(534) (b) (484) Interest income--net 230 230 Gains on securities--net 1 1 Other income--net 15 15 --------- ----- ------- 142,850 (534) 142,316 --------- ----- ------- COST AND EXPENSES Cost of sales: Services 122,871 122,871 Products 8,026 8,026 Selling and administrative 8,865 8,865 Research and development & engineering 1,238 1,238 Depreciation and amortization 2,644 2,644 Foreign exchange loss--net 96 96 Interest expense 2,075 $(316) (c) 1,759 --------- ----- ------- 145,815 (316) 145,499 --------- ----- ------- Loss before income taxes and extraordinary item (2,965) (534) 316 (3,183) Income tax provision (benefit) (1,002) (219) (d) 147 (d) (1,071) --------- ----- ----- ------- Loss before extraordinary item $(1,963) $(315) $169 $(2,109) ========= ===== ===== ======= (Per Share Data) Loss before extraordinary item $(.41) $(.44) ===== ===== Number of shares used in computation 4,802,026 4,802,026 ========= =========
F-6 10 Volt Information Sciences, Inc. and Subsidiaries Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations For the Fiscal Year Ended October 29, 1993 and the Three Months Ended January 28, 1994 (a) The Unaudited Pro Forma Condensed Consolidated Statements of Operations do not include (i) the pretax gain on the sale of the Company's 50% interest in the joint venture of $9,770,000, which will be reported in operations in the Company's 1994 second quarter ending April 29, 1994; or (ii) the write-off of unamortized issuance costs of $138,000 related to the early redemption of principal amount of Debentures, which will be reported as an extraordinary charge, net of taxes, in the Company's 1994 third quarter ending July 29, 1994. (b) Represents the Company's equity in the income of the joint venture. (c) Represents the reduction in interest expense, including amortization of issuance costs, related to the $10,000,000 principal amount of Debentures to be redeemed. (d) Represents the tax provision or benefit at an estimated combined federal and state incremental tax rate of approximately 40% in 1993 and 41% in 1994. F-7 -----END PRIVACY-ENHANCED MESSAGE-----