1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
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.)
1133 Avenue of the Americas, New York, New York 10036
- ------------------------------------------------ ----------
(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 2. Acquisition or Disposition of Assets
On April 1, 1994, the Company's 50% interest in Pacific Volt Information
Systems, a joint venture with a subsidiary of Pacific Bell Directory was
redeemed by the joint venture for approximately $16,400,000.
Pacific Volt Information Systems, composes telephone directories in California
for Pacific Bell Directory under a contract expiring December 31, 1996.
The sale of the Company's interest will result in a gain of $9,770,000
($5,760,000, net of income taxes, or $1.20 per share) to be reported in the
Company's second quarter ending April 29, 1994.
Item 5. Other Events
As a result of the sale of its joint venture interest described in Item 2 of
this report, the Company intends to call for redemption on May 23,1994
$10,000,000 of its 12-3/8% Senior Subordinated Debentures, due July 1, 1998, at
par plus accrued interest. Debentures to be redeemed will be selected by lot
by BankAmerica Trust Company of New York, Trustee for the Debentures. After
giving effect to the redemption, $32,855,000 of the Debentures will remain
outstanding.
Proceeds not used for the redemption of debt will be invested in short-term
highly liquid securities having an initial maturity of three months or less
(cash equivalents) and will be available for general corporate purposes.
-2-
3
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.
-3-
4
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: April 12, 1994 JACK EGAN
Vice President - Corporate Accounting
(Principal Accounting Officer)
-4-
5
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
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
------ --------- ----------- ---------
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
7
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
8
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
9
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 $208 (c) 1,589
Gains on securities-net 199 199
Other income-net 545 545
------- ------ ------ -------
565,173 (2,327) 208 563,054
------- ------ ------ -------
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) (d) 9,816
------ ------ -------
570,767 (1,262) 569,505
------- ------ -------
Loss before
income taxes and
cumulative effect of
a change in accounting (5,594) (2,327) 1,470 (6,415)
Income tax provision
(benefit) (1,920) ( 931) (e) 590 (e) (2,261)
------ ------ ---- ------
Loss before
cumulative effect of
a change in accounting $(3,674) $(1,396) $880 $(4,190)
======= ======= ===== =======
(Per Share Data)
Loss before cumulative
effect of a change in
accounting $(.77) $(.87)
===== =====
Number of shares
used in computation 4,798,863 4,798,863
========= =========
F-5
10
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 Interest 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 $52 (c) 282
Gains on securities-net 1 1
Other income-net 15 15
------- ---- ---- -------
142,850 (534) 52 142,368
------- ---- ---- -------
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) (d) 1,759
------- ---- -------
145,815 (316) 145,499
------- ---- -------
Loss before
income taxes and
extraordinary item (2,965) (534) 368 (3,131)
Income tax provision (benefit) (1,002) (219) (e) 150 (e) (1,071)
------ ---- ---- ------
Loss before
extraordinary item $(1,963) $(315) $218 $(2,060)
======= ===== ==== =======
(Per Share Data)
Loss before extraordinary item $(.41) $(.43)
===== =====
Number of shares used
in computation 4,802,026 4,802,026
========= =========
F-6
11
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 redemption of principal amount of Debentures, which will be reported
as an extraordinary charge, net 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 interest income at a rate of 3.5% (representing the rate at
April 4, 1994 on certificates of deposit) on proceeds of $5,970,000 not
used to redeem Debentures.
(d) Represents the reduction in interest expense, including amortization of
issuance costs, related to the $10,000,000 principal amount of Debentures
to be redeemed.
(e) 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
12
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- -------
2.1 Agreement effective April 1, 1994 13
between VIS, Inc., Pacific Volt Systems,
Pacific Bell Directory, PBD Holdings, Volt
Information Sciences, Inc. and Volt Orengeca Real
Estate
-12-