-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MbrLZI/COwXGGVuCuUyIwBwfWrrjWUAj64tKLbnWDjbEAoDkUIxx1FL/gka05//O RwcFqpBXZtlrHyyI6gQg7g== 0001157523-07-006506.txt : 20070629 0001157523-07-006506.hdr.sgml : 20070629 20070629161810 ACCESSION NUMBER: 0001157523-07-006506 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 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: 1028 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 07951140 BUSINESS ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 FORMER COMPANY: FORMER CONFORMED NAME: VOLT INFORMATION SCIENCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 11-K 1 a5437745.txt VOLT INFORMATION SCIENCES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K /X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Year Ended December 31, 2006 Or / / Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from ______________________ to _________________ Commission File No. 1-9232 A. Full title of the plan and address of the plan, if different from that of the issuer named below: Volt Information Sciences, Inc. Savings Plan -------------------------------------------- B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Volt Information Sciences, Inc. ------------------------------- 560 Lexington Avenue ------------------------------- New York, NY 10022 ------------------------------- VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES FORM 11-K TABLE OF CONTENTS (a) Financial Statements: Page No. -------- Reports of Independent Registered Public Accounting Firms 2 Statements of Net Assets Available for Benefits - December 31, 2006 and December 31, 2005 4 Statements of Changes in Net Assets Available for Benefits - For the years ended December 31, 2006 and December 31, 2005 5 Notes to Financial Statements 6 Supplemental Schedules: Schedule of Assets (Held at End of Year) 12 Schedule of Reportable Transactions 13 Signature 14 (b) Exhibits: Consents of Independent Registered Public Accounting Firms 15 Report of Independent Registered Public Accounting Firm The Trustees of the Volt Information Sciences, Inc. Savings Plan We have audited the accompanying statement of net assets available for benefits of the Volt Information Sciences, Inc. Savings Plan as of December 31, 2006, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006, and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2006, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/Mitchell & Titus, LLP New York, New York June 26, 2007 2 Report of Independent Registered Public Accounting Firm The Trustees of the Volt Information Sciences, Inc. Savings Plan We have audited the accompanying statement of net assets available for benefits of the Volt Information Sciences, Inc. Savings Plan as of December 31, 2005 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005 and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. /s/ ERNST & YOUNG LLP New York, New York June 22, 2006 3 Volt Information Sciences, Inc. Savings Plan Statements of Net Assets Available for Benefits
December 31 2006 2005 ----------------------------------- Assets Cash $ 176,234 $ - Investments, at fair value: Mutual funds 71,704,088 57,675,388 Volt Information Sciences, Inc. Common Stock 23,655,638 11,983,874 Common/Collective trusts 17,512,136 13,902,281 Participant loans 3,062,329 2,728,540 ----------------------------------- Total investments 115,934,191 86,290,083 ----------------------------------- Contributions receivable: From employer 872,487 818,568 From participants 169,769 146,341 ----------------------------------- Total contributions receivable 1,042,256 964,909 ----------------------------------- Total assets 117,152,681 87,254,992 Liability Pending trades, net 31,167 15,198 ----------------------------------- Net assets available for benefits at fair value 117,121,514 87,239,794 ----------------------------------- Adjustment from fair value to contract value for interest in collective trusts relating to fully benefit-responsive investment contracts 250,160 141,823 ----------------------------------- Net assets available for benefits $ 117,371,674 $ 87,381,617 ===================================
See accompanying notes. 4 Volt Information Sciences, Inc. Savings Plan Statements of Changes in Net Assets Available for Benefits
Year ended December 31 2006 2005 ----------------------------------- Additions Investment income: Interest and dividend income $ 1,514,362 $ 1,343,358 Net appreciation (depreciation) in fair value of investments 24,282,558 (4,279,557) ----------------------------------- Total investment income (loss) 25,796,920 (2,936,199) ----------------------------------- Contributions: Participant 10,872,033 10,599,345 Employer 1,813,016 1,676,600 ----------------------------------- Total contributions 12,685,049 12,275,945 ----------------------------------- Total additions 38,481,969 9,339,746 Deductions Benefits paid to participants 8,491,912 7,245,160 ----------------------------------- Net increase 29,990,057 2,094,586 Net assets available for benefits at beginning of year 87,381,617 85,287,031 ----------------------------------- Net assets available for benefits at end of year $117,371,674 $ 87,381,617 ===================================
See accompanying notes. 5 Volt Information Sciences, Inc. Savings Plan Notes to Financial Statements December 31, 2006 A. Background The Volt Information Sciences, Inc. Savings Plan (the "Plan"), as amended and restated, was adopted by the Board of Directors of Volt Information Sciences, Inc. ("VIS" or the "Company") on September 29, 1980. In January 2000, the Volt Information Sciences, Inc. Employees' Stock Ownership Plan ("ESOP") was merged into the Plan. In connection therewith, all of the ESOP assets were transferred into the Plan. All ESOP benefit accruals were frozen and all accounts became fully vested, effective January 1, 2000. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). B. Significant Accounting Policies The accounting records of the Plan are maintained on the accrual basis. Investments, including the investment in VIS common stock, are stated at fair value, generally determined by reference to published market data. Investments in collective trust funds are valued at the net asset value per unit as reported by the respective funds. Participant loans are stated at their outstanding principal balances, which approximate fair value. As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, "Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans" (the "FSP"), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The plan invests in investment contracts through collective trust funds. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trusts as well as the adjustment of the investment in the collective trusts from fair value to contract value relating to the investment contracts. The Company adopted the provisions of the FSP at December 31, 2006. The requirements of the FSP have been applied retroactively to the Statement of Net Assets Available for Benefits as of December 31, 2005, which is presented for comparative purposes. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits for any period presented. 6 Volt Information Sciences, Inc. Savings Plan Notes to Financial Statements (continued) B. Significant Accounting Policies (continued) The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. All costs and expenses incurred with regard to the administration of the Plan are paid by the Company. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain amounts in the 2005 financial statements have been reclassified to conform with the 2006 financial statement presentation. C. Investments The fair value of investments held by the Plan as of December 31, 2006 and 2005 were as follows:
December 31 Investments at fair value 2006 2005 ----------------------------------- Core Funds: Mellon Stable Value Fund $ 17,442,373* $ 13,883,119* Dreyfus Premier Balanced Fund 7,595,638* 6,079,933* Dreyfus Disciplined Stock Fund 3,092,753 1,941,228 Dreyfus Midcap Value Fund 19,154,368* 16,795,201* Dreyfus Basic S&P 500 Index Fund 22,825,636* 19,003,753* Dreyfus Founders Discovery Fund 3,162,408 2,676,121 Dreyfus Premier Core Bond Fund 6,140,579* 5,190,050* Dreyfus Appreciation Fund 3,101,484 1,965,965 Templeton Foreign Fund 6,343,909* 3,786,166 Volt Information Sciences, Inc. Common Stock 23,655,638* 11,983,874* Self-directed accounts 357,076 256,133 Participant loans 3,062,329 2,728,540 ----------------------------------- Total investments $ 115,934,191 $ 86,290,083 ===================================
*Individual investment representing 5% or more of net assets available for benefits. 7 Volt Information Sciences, Inc. Savings Plan Notes to Financial Statements (continued) C. Investments (continued) During the years ended December 31, 2006 and 2005, the Plan's investments (including investments purchased, sold and held during the year) appreciated (depreciated) in fair value as follows:
December 31 2006 2005 ---------------------------------- Mutual funds $ 6,735,244 $ 2,075,781 Volt Information Sciences, Inc. Common Stock Fund 17,547,314 (6,355,338) ---------------------------------- Net change in fair value $24,282,558 $(4,279,557) ==================================
The following table details information about the net assets and the significant components of the changes in net assets relating to the Volt Information Sciences, Inc. Common Stock Fund, which includes both participant and non-participant directed amounts.
Year ended December 31 2006 2005 ------------------------------- Additions Investment income: Interest and dividend income $ 2,191 $ 1,404 Net appreciation (depreciation) in fair value 17,547,314 (6,355,338) Participant contributions 703,330 807,106 Employer contributions 121,391 129,742 Transfers from (to) other investment funds, net (6,146,535) 480,907 ------------------------------- 12,227,691 (4,936,179) Deductions Benefits paid to participants 551,366 481,005 ------------------------------- Net increase (decrease) 11,676,325 (5,417,184) Net assets available for benefits at beginning of year 12,053,427 17,470,611 ------------------------------- Net assets available for benefits at end of year $ 23,729,752 $ 12,053,427 ===============================
The Plan provides that participants who have attained the age of 55 and have ten years of participation in the Plan may elect to diversify their ESOP investment of up to 25% of their individual accounts during an "election period", as defined. Participants who have attained the age of 60 and have completed ten years of participation in the Plan may elect to diversify the investment of up to 50% of their individual accounts during the "election period." 8 Volt Information Sciences, Inc. Savings Plan Notes to Financial Statements (continued) D. Tax Status The Plan has received a determination letter from the Internal Revenue Service dated December 6, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. The Plan has applied for but not yet received a new determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator will take all actions necessary to maintain the qualified status of the Plan. E. Plan Description A brief description of certain provisions of the Plan agreement is as follows. A more detailed description of the Plan provisions is maintained in the Plan Document. Eligibility: Employees become eligible on their first day of employment, except as outlined in the Plan Document. Participant Contributions: Effective January 2, 2003, participants have the option of contributing up to 60% of base compensation, up to the Internal Revenue Service maximum or Plan limitations, which is not currently taxable to the employee, into any of the Plan's available core fund options. Participants who have reached age 50 on or before December 31 and who have already contributed the maximum, may elect to make a catch-up contribution up to the Internal Revenue Service maximum. Employer Contributions: The Company provides a matching contribution equal to 50% of the first 3% of salary contributions by eligible participants. These contributions are made semi-annually. Company matching contributions vest at a rate of 20% per year over a five-year period. The forfeited portion of an account of an employee who leaves employment with VIS without being fully vested may be used to reduce future employer contributions. At December 31, 2006 and 2005, the balance of unused forfeitures was $358,876 and $239,179, respectively. Rollover Contributions: The Plan permits the acceptance of rollover contributions upon approval of the Company. Rollover contributions generally consist of lump-sum distributions received by a participant from a qualified retirement plan, an individual retirement account or individual retirement annuity. Rollover contributions are included in participant contributions in the statements of changes in net assets available for benefits. 9 Volt Information Sciences, Inc. Savings Plan Notes to Financial Statements (continued) E. Plan Description (continued) Investments: Upon enrollment or re-enlistment and on a daily basis thereafter, each participant can direct that his or her contributions and the Company matching contribution be invested in one or more of the available core funds. In addition, participants have the option to participate in a self-directed account and may invest up to 50% of their total account balance in mutual funds outside of the core funds. Payment of Benefits: Participants may make a withdrawal from any of their vested accounts at any time on or after attaining age 59 1/2. If a participant terminates service with the Company, the participant can request a distribution of their vested account balance at any time. Benefits are recorded when paid. The Plan has a loan provision which permits participating employees to borrow from their 401(k) contribution account. The maximum loan is 50% of the participant's account balance, up to $50,000. The loan, together with interest, is repaid through payroll deductions. Interest is credited to the participant's account. The interest rate is the prime rate plus 1% at the time the loan is processed. Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. Upon such termination, participants become 100% vested and Plan assets will be distributed to participants based on their individual account balances. F. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31 2006 2005 ------------------------------------ Net assets available for benefits per the financial statements $117,371,674 $87,381,617 Less: contract value adjustment (250,160) - Less amounts allocated to withdrawing participants (243,211) (280,842) ------------------------------------ Net assets available for benefits per the Form 5500 $116,878,303 $87,100,775 ====================================
10 Volt Information Sciences, Inc. Savings Plan Notes to Financial Statements (continued) F. Reconciliation of Financial Statements to Form 5500 (continued) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2006: Benefits paid to participants per the financial statements $ 8,491,912 Add amounts allocated to withdrawing participants at year-end 243,211 Less amounts allocated to withdrawing participants at prior year-end (280,842) --------------- Benefits to participants per the Form 5500 $ 8,454,281 =============== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims to have been processed and approved for payment prior to the Plan year-end but not yet paid as of that date. Fully benefit-responsive investment contracts are recorded at fair value on Form 5500 and contract value is recognized in net assets available for benefits in the financial statements. Consequently, the reported net asset values on Form 5500 and in the financial statements will differ and total additions in the financial statements may differ from the total income reported on the Form 5500. G. Related-Party Transactions Certain Plan investments are shares of mutual funds managed by Mellon Investments. Mellon Investments is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. H. Subsequent Events The Company, with the approval of the Board of Directors, decided to transfer the assets of the plan to Charles Schwab. In May 2007, the assets, excluding the investment in the Mellon Stable Value Fund, were transferred to the new trustee. The investment in the Mellon Stable Value Fund will be transferred to the new trustee over a nine-month period beginning May 2007. 11 EIN: #13-5658129 Plan: #001 Volt Information Sciences, Inc. Savings Plan Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) December 31, 2006
Description Units/Shares Current Value - ----------------------------------------------------------------------------------------- Mellon Stable Value Fund* 17,692,533 $ 17,442,373 Dreyfus Premier Core Bond Fund* 429,111 6,140,579 Dreyfus Premier Balanced Fund* 547,236 7,595,638 Dreyfus Disciplined Stock Fund* 87,613 3,092,753 Dreyfus MidCap Value Fund* 597,081 19,154,368 Dreyfus S&P 500 Index Fund* 570,641 22,825,636 Dreyfus Founders Discovery Fund* 105,308 3,162,408 Templeton Foreign Fund* 465,096 6,343,909 Dreyfus Appreciation Fund* 70,826 3,101,484 Touchstone FDS Small CAP Fund 789 15,691 Mutual Service Fd Inc Discover Fund 357 10,775 Dodge & Cox Stock Fund 225 34,555 Dodge & Cox FDS Intl Stock Fund 125 5,462 Dreyfus 100% US Treasury MM Fund* 8,867 8,867 CGM TR Focus Fund 188 6,521 Fidelity Advisor Ser VII Strategic Opportunities 287 6,479 Weitz Fds Partners Value Fund 519 12,688 Wexford TR Muhlenkamp Fund 124 10,846 Rowe & Price MidCap Value Fund 1,536 39,041 Royce Total Return Fund 2,506 34,458 TBC Inc Pooled EMP Daily 12/31/2049 43,721 43,721 Fairholme Fund 146 4,238 Meridian Fund 139 5,466 Janus MID Cap Fund 67 1,599 Bridgeway Ultra Small Company Mkt Fund 403 5,093 Sound Shore Fund 143 5,588 FMI FDS Inc Large Cap Fund 3,421 51,966 TBC Inc Pooled EMP Daily 12/31/2099 26,043 26,043 Rowe Price Emerging EUR& Mediteranen FD 311 10,076 Price T Rowe Retirement Fund 466 8,745 Price T Rowe Health Science Fund 167 4,373 Fidelity Contrafund Inc New Insights Fund 260 4,785 Volt Information Sciences, Inc Common Stock Fund* (1) 471,134 23,655,638 Loans to Participants ** 3,062,329 3,062,329 ----------------- $ 115,934,191 =================
* Indicates party-in-interest to the Plan. ** All loans mature within 10 years; interest rates range from 5.00% to 10.5%. (1) Cost $11,396,416 12 EIN: #13-5658129 Plan: #001 Volt Information Sciences, Inc. Savings Plan Schedule H, Line 4(j)--Schedule of Reportable Transactions Year ended December 31, 2006
Current Value of Asset on Purchase Selling Cost of Transaction Net Gain Description of Assets Price Price Asset Date (Loss) - ----------------------------------------------------------------------------------------------------------------------- Category (iii) - --A series of transactions with respect to securities of the same issue which amount in the aggregate to more than 5% of the current value of plan assets at the beginning of the plan year Volt Information Sciences, Inc. Common Stock Fund* $6,148,996 $ - $ 6,148,996 $ 6,148,996 $ - - 12,024,546 8,539,270 12,024,546 3,485,276
There were no category (i), (ii) or (iv) transactions during the year ended December 31, 2006. * Indicates party-in-interest to the Plan. 13 Volt Information Sciences, Inc. Savings Plan Notes to Financial Statements December 31, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrators have duly caused this annual report to be signed by the undersigned thereunto duly authorized. VOLT INFORMATION SCIENCES, INC. SAVINGS PLAN ------------ By: /s/Jack Egan ----------------------------- Jack Egan, Administrator Date: June 27, 2007 14 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-45903 on Form S-8 dated February 9, 1998 and Registration Statement No. 333-106245 on Form S-8 dated June 18, 2003 pertaining to the Volt Information Sciences, Inc. Savings Plan of our report dated June 26, 2007, with respect to the financial statements and schedules of the Volt Information Sciences, Inc. Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2006. /s/Mitchell & Titus, LLP New York, New York June 27, 2007 15 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-45903 on Form S-8 dated February 9, 1998 and Registration Statement No. 333-106245 on Form S-8 dated June 18, 2003 pertaining to the Volt Information Sciences, Inc. Savings Plan of our report dated June 22, 2006, with respect to the financial statements and schedules of the Volt Information Sciences, Inc. Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2005. /s/ ERNST & YOUNG LLP New York, New York June 27, 2007 16 -----END PRIVACY-ENHANCED MESSAGE-----