<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[_X_] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 (No Fee Required) For the fiscal year ended November 1, 1996
Or
[___ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) For the transition period from
________________________ to _______________________
Commission File No. 0-3223
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
-----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3855697
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1050 Rancho Conejo Boulevard, Thousand Oaks, CA 91320
- - - - ------------------------------------------------ -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 498-9611
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($0.01 par value)
------------------------------
(Title of Class)
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 reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No__ __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the common stock held by non-affiliates of the
Registrant as of January 17, 1997 (based on the closing price on the NASDAQ
National Market on that date) was approximately $12,000,000 (based on the number
of shares outstanding on that date exclusive of all shares held beneficially by
Registrants' 59% shareholder and executive officers, directors and their
spouses, without conceding that all such persons are "affiliates" of the
Registrant).
The number of shares of common stock outstanding as of January 17, 1997 was
5,793,870.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for its 1997 Annual Meeting are
incorporated by reference into Part III of this Report. and Part II of this
Report.
<PAGE> 2
PART I
ITEM 1--BUSINESS
Autologic Information International, Inc. and its subsidiaries (collectively
"AII " or the "Company") design, develop, manufacture, assemble, integrate,
market, sell and service computerized image setting and publication systems
equipment and software that automate the various prepress production steps in
the publishing process. AII believes that it is an industry leader in prepress
systems. AII's products are primarily marketed and sold to the newspaper
publishing industry, the commercial printing industry and other organizations
having internal publishing facilities. AII has traditionally focused its efforts
on high-volume and deadline-driven customers. AII is seeking to utilize its core
capabilities to expand into the lower-volume, less time-sensitive portion of the
commercial publishing and electronic document transmission markets, while
retaining a leadership role in its primary market. Although competition is more
intense in these additional markets, they are expanding markets and the Company
believes that significant opportunities exist therein. The Company's strategy to
meet this competition is to enter niche markets where the Company's strengths
can most effectively meet customers' requirements.
History
AII was incorporated in Delaware on September 15, 1995 as Autologic,
Incorporated and changed its name on November 8, 1995. On January 29, 1996, Volt
Information Sciences, Inc. ("Volt") caused its wholly-owned California
subsidiary, also named Autologic, Incorporated ("Autologic"), to be merged with
and into AII and contemporaneously caused all of the capital stock of certain
foreign subsidiaries of Volt (whose business was related to that of Autologic)
to be transferred to AII. On January 29, 1996, Information International, Inc.
("Triple-I"), a publicly held company, was, pursuant to a vote of its
stockholders, also merged with and into AII, as a result of which the former
owners of Triple-I became the owners of 41% (with Volt owning the remaining 59%)
of the then outstanding common stock of AII. As a result of the issuance of
shares of common stock by the Company upon the exercise of stock options granted
by Triple-I prior to the Merger, and issuances of common stock to Volt under the
terms of the Merger Agreement to partially offset the dilution caused by the
option exercises, Volt presently own approximately 59% of AII's outstanding
common stock. The foregoing formation transactions are collectively referred to
as the "Merger".
SINCE THE MERGER OCCURRED ON JANUARY 29, 1996, RESULTS OF OPERATIONS FOR FISCAL
1996 REFLECT ONLY NINE MONTHS OF COMBINED OPERATIONS AND THREE MONTHS (NOVEMBER
4, 1995 THROUGH JANUARY 29, 1996) OF AUTOLOGIC'S OPERATIONS ON A "STAND ALONE"
BASIS. RESULTS FOR FISCAL YEARS PRIOR TO 1996 REFLECT ONLY THE OPERATIONS OF
AUTOLOGIC AND DO NOT REFLECT THE OPERATIONS OF TRIPLE-I. ACCORDINGLY, THE
COMPANY BELIEVES THAT INFORMATION CONTAINED HEREIN WHICH COMPARES RESULTS FOR
PERIODS BEFORE AND AFTER THE MERGER ARE NOT COMPARABLE AS THEY DO NOT REFLECT
COMPARABLE BUSINESS STRUCTURES. IN ADDITION, DURING THE PERIOD SUBSEQUENT TO THE
MERGER, THE COMPANY EFFECTED VARIOUS RESTRUCTURINGS AND, THEREFORE, RESULTS FOR
THE NINE MONTH PERIOD OF FISCAL 1996 SUBSEQUENT TO THE MERGER ARE ALSO NOT
INDICATIVE OF RESULTS THAT MAY BE EXPECTED FOR ANY SUBSEQUENT PERIOD. SEE ALSO
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" IN ITEM 7 OF THIS REPORT.
The purpose of the Merger was to produce cost savings and synergies to help the
combined entity face the intense competition that each of Autologic and Triple-I
were facing separately. While actions taken by AII following the Merger have, in
fact, resulted in significant cost savings, competitive pressures have further
increased, resulting in increased price competition on some products and reduced
profit margins throughout the industry. In addition (i) although a workforce
reduction has been implemented to eliminate duplicate staffs (reducing the
workforce by 23% since the Merger), in a few areas, certain specialized
employees left the Company's employ, which caused delays in developing certain
new products, (ii) while AII's increased size (over that of Autologic and
Triple-I individually) has enabled it to increase its purchasing power, the
effect has thus far been limited and (iii) although AII has combined various
facilities and other aspects of the businesses of Autologic and Triple-I, it has
not yet been able to sublet Triple-I's former headquarters in Los Angeles, while
the Company is actively marketing that property.
Management continues to take steps to address these issues, including expanding
AII's revenue base through the utilization of its core capabilities to expand
into niche portions of the lower-volume, less time sensitive commercial
publishing and electronic document transmission markets, while further reducing
manufacturing costs by implementing product modifications and negotiating better
prices with its suppliers, and reducing other costs. However, there can be no
assurances that the Company's efforts will be successful.
2
<PAGE> 3
In order to keep investors informed of the Company's future plans and
objectives, this Report (and other reports and statements issued by the Company
and its officers from time to time) contain certain statements concerning the
Company's future results, future performance, intentions, objectives, plans and
expectations that are or may be deemed to be "forward-looking statements". The
Company's ability to do this has been fostered by the Private Securities
Litigation Reform Act of 1995 which provides a "safe harbor" for forward-looking
statements to encourage companies to provide prospective information so long as
those statements are accompanied by meaningful cautionary statements identifying
important factors that could cause actual results to differ materially from
those discussed in the statement. The Company believes it is in the best
interests of investors to take advantage of the "safe harbor" provisions of that
Act. Such forward-looking statements are subject to a number of known and
unknown risks and uncertainties that, in addition to general economic and
business conditions (both in the United States and in the overseas markets where
the Company distributes products), could cause the Company's actual results,
performance, and achievements to differ materially from those described or
implied in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the Company's
ability to effectuate further the synergies and costs savings intended by the
Merger, the Company's ability to meet competition (see "Competition", below),
the Company's ability to maintain superior technological capability, foreseeing
changes and continuing to identify, develop and commercialize innovative and
competitive products and systems (see "Research and Development", below), the
Company's ability to successfully expand its market base beyond its traditional
newspaper market (see "Customers", below), the Company's ability to attract and
retain technologically qualified personnel, particularly in the areas of
research and development and customer service (see "Employees", below), and the
Company's ability to generate cash flows and obtain financing to support its
operations and growth (see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Item 7 of this Report).
Products and Services
In general, AII's systems consist of computers and computer-based products used
for scanning images, storing and retrieving computerized text and images,
rasterizing of the text and images and controlling output of those elements to
various output devices, such as laser imaging systems, proofers, platemakers and
telecommunications systems. The Company also produces a variety of hardware and
software interface products that enable different computers and other products
to communicate and transfer information efficiently. To meet the specific
requirements of its customers, the Company's products can be integrated into
complete systems, integrated with a customer's existing products (whether
previously purchased from AII or from another vendor), or sold and used
individually as "stand alone" units.
AII's systems are available in a variety of hardware and software configurations
on a broad base of computer hardware platforms which allow them to be structured
to meet the individual needs of members of the prepress industry, including
publishers of newspapers, telephone directories, magazines, books, directories,
catalogues, yearbooks, print advertising, checks, and other quality graphic art
printed products. To satisfy this diverse customer base, AII offers a wide
variety of production control and imaging systems, each designed to satisfy
specific speed, page size and output quality requirements, depending on the
customer's requirements for final publication. These systems normally output
either to film or photographic paper (both of which are then used to make
printing press plates) or the printing press plates themselves. Each component
is designed with a view to accommodate future system expansion.
AII's family of products is based on the "open system" concept of total product
line integration, enabling the Company's current products to be integrated with
the current products of AII and other vendors, as well as with many older
systems still in use by AII's customers and, as technologies change and new
products come on the market, they remain compatible with and complementary to a
customer's previously installed systems. To ensure customer service for its
products on a worldwide basis, Autologic maintains, either itself or through its
distribution network, offices worldwide with trained technicians and spare parts
inventories. AII's service and support network provides remote diagnostics and
on-line assistance using state-of-the-art telecommunication links, as well as
on-site repair capabilities. AII also provides a full range of customer
education and training programs on the hardware and software components of the
systems it sells.
The following table shows, for the last three fiscal years, the relative
contribution of systems and equipment sales and of technical support and service
revenues to the total revenue of AII and, for the period prior to January 29,
1996, of Autologic :
<TABLE>
<CAPTION>
For the Fiscal Year Ended
-------------------------------------
November 1, November 3, October 28,
1996 1995 1994
---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
Systems and equipment sales 72% 74% 73%
Technical support and service revenues 28% 26% 27%
--- --- ---
100% 100% 100%
--- --- ---
</TABLE>
3
<PAGE> 4
The Company's principal product and service lines are:
LASER IMAGING SYSTEMS. Laser imaging systems incorporate text and graphics and
image them on film or plates which can be used for printing. They consist of one
or more raster image processors ("RIPs"), which interpret page description
instructions of what the printed page will look like, and one or more output
recorders, which use lasers to image onto film or printing press plate material.
AII offers a family of high performance RIPs based on Harlequin Ltd.'s
implementation of the PostScript page description language (the programming
language which has become a publishing industry standard). RIPs are interfaced
to a variety of output recorders (which are either manufactured by AII or
purchased from other manufacturers) to form complete laser imaging systems (for
the simplest system, one RIP and one output recorder together constitutes one
laser imager). AII also integrates imagers, proofers, scanners and platemakers
of other manufacturers to create complete systems to satisfy customer
requirements in various segments of the publishing industry. AII designs and
manufactures its 3850 family of laser imagers and purchases other models of
imagers.
AD MANAGEMENT. The production and printing of advertisements has changed
dramatically over the last few years. Third party software, networks, scanners
and other open system products have revolutionized ad creation. However, as
these are an ad hoc set of tools, the problems of management and tracking of ad
production has become a significant problem for publishers. AII's Ad Manager, an
ad management system, provides database storage and management, OPI (open
prepress interface) graphics insertion, process tracking, ad element tracking,
and ad creation management tools to enable publishers to keep track of all ads
as they are being created and to manage the process.
GRAPHICS SERVERS AND CONTROLLERS. Graphics servers and controllers are
computer-based systems which store and retrieve high resolution images and
graphic elements, merge those images and elements with other components into
page description instructions and control and optimize the flow of page
description instructions among multiple RIPs and multiple laser imaging systems.
They also monitor and report the status of page imaging and production
bottlenecks or problems with any specific job or piece of equipment, which can
then be corrected.
TELECOMMUNICATIONS SYSTEMS. The Company's APSCOM telecommunications system links
different types of computer and prepress products through telephone and other
communications lines (when they are not physically located together). Precision
laser scanners, graphics servers and laser imaging systems are linked together
by computer-controlled devices to permit the management, transmission, receipt
and remote production of graphic arts quality ads, photography and complete
pages via satellite, integrated services digital networks, microwaves and
high-speed telephone services throughout the world. The APSCOM system meets
customer needs created by the decentralization of the publishing industry, which
has resulted in many new printing facilities being built at a distance from the
editorial center. As a result, publishing products are often created and edited
at a central site and then electronically distributed to many printing plants
worldwide for printing and distribution. APSCOM permits the capture,
compression, transmission, decompression, storage, editing and imaging of text
and graphics files in a variety of industry standard file formats.
INTERFACE PRODUCTS. Interface products are hardware and software products which
facilitate the interfacing of a wide range of prepress products from multiple
sources where long distance telecommunications systems are not required. AII has
developed a system architecture which allows RIPs to interface to multiple types
of imaging devices. AII's hardware and software interfaces permit AII products
to interface with other AII products, as well as with prepress products
manufactured by others. The customer is then able to create a tightly integrated
publishing system, maximizing its previous investments while facilitating the
adoption of newer, open technologies.
TECHNICAL SUPPORT AND SERVICE. AII maintains a worldwide technical support and
service organization which supports and services AII's products. Technical
support is headquartered in Thousand Oaks, California, with regional facilities
in Ann Arbor, Michigan; Norcross, Georgia; Burlington, Massachusetts and has
offices throughout the United States, and in parts of Europe, Latin America, the
Pacific Rim and the Middle East. On a worldwide basis elsewhere, distributors
and agents sell and service AII products within their respective territories.
AII believes its products enjoy a good reputation for high performance, image
quality, and reliability in high volume production environments.
4
<PAGE> 5
Marketing and Sales
Marketing and sale of AII's products within the United States and Canada is
provided by AII's direct sales force. In Latin America, sales are made by
distributors directed from AII's headquarters in Thousand Oaks, California.
Marketing and sales are conducted by AII's direct sales force in some parts of
Europe and in Australia, and through independent foreign distributors elsewhere.
AII has established a European operations headquarters near London, England,
which manages AII's European operations in the United Kingdom, France, Germany,
Spain, Sweden and Israel and selects, trains and supports distributors for other
European, Mid-Eastern and African countries. AII's Pacific operations
headquarters in Sydney, Australia provides a similar function for Australia, New
Zealand, Asia and the Pacific Rim countries. Both European and Pacific
operations report to AII's corporate headquarters in California.
AII also attends trade shows, each year, both domestic and international, to
demonstrate and sell its equipment, and to interact with customers and prospects
regarding future needs.
Customers
AII's products are primarily marketed and sold to the newspaper publishing
industry, the commercial printing industry and other organizations having
internal publishing facilities. In fiscal 1996, AII sold its products and
provided service for its products to more than 1,700 customers worldwide, none
of whom accounted for more than 10% of AII's revenues. AII typically maintains
ongoing relationships with its customers, providing additional products,
additions, enhancements, service, support and spare parts for the life of the
product.
AII's products are manufactured and assembled principally in the United States
and are sold to end users abroad both by the Company (including certain foreign
subsidiaries and operations of the Company) and by unaffiliated foreign
distributors. Sales made outside the United States by AII of products
manufactured or assembled in the United States, together with export sales by
AII directly to unaffiliated foreign customers, amounted to $46.2 million in
fiscal 1996, $36.2 million in fiscal 1995 and $31.2 million in fiscal 1994
(sales for fiscal 1996 reflect nine months of combined operations of Autologic
and Triple-I while three months of Autologic's operations on a "stand alone"
basis and results for 1995 and 1994 reflect only the operations of Autologic and
do not reflect the operations of Triple-I).
In the past, both Autologic and Triple-I were adversely affected by general
economic recessions in the United States and in other countries where AII's
products are sold. In addition, a significant portion of AII's business is in
the newspaper publishing industry, which has in the past experienced significant
downturns during recessions. Recently newspapers have sought to reduce costs and
expenditures to offset increased newsprint costs, intense competition for
advertising revenues by newspapers and other media and reduced readership of the
smaller number of newspapers, especially in the United States. These factors
have resulted in reductions in equipment purchases by AII's traditional
customers, adversely affecting AII's performance. However, newsprint costs have
decreased in recent months, which may increase the newspapers' ability to
make additional capital expenditures.
Backlog
AII's backlog of orders believed to be firm as of November 1, 1996 was $7.1
million, as compared to Autologic's backlog of $5.9 million as of November 3,
1995. All of the Company's backlog is expected to be filled during fiscal 1997.
Manufacturing and Assembly
AII's products are manufactured and assembled principally at the Company's
leased facilities in Thousand Oaks, California. The general components of AII's
products are principally central processing units, imagers, disk drives, memory,
network interfaces and scanners, each of which are generally available from
numerous suppliers under various types of purchasing relationships. These are
either purchased as complete units or are assembled from sub-assemblies, parts
and end items produced by others, most of which are also available from numerous
suppliers. Optics and some other unique products are only available from a few
suppliers but there are no current shortages, although there are typically long
lead times for some products. AII is not dependent upon any particular supplier
for its overall product lines and is not dependent on the products of any
specific vendor in order to conduct its business activities. AII manufactures
its 3850 imager family of products, as well as other parts and sub-assemblies,
in particular, those with a high degree of complexity or special functions not
available from external sources.
5
<PAGE> 6
Research and Product Development
AII is engaged in a considerable amount of research and product development,
principally in the field of hardware and software engineering, which is
performed at its facilities in Thousand Oaks, California; Burlington,
Massachusetts and its Xitron subsidiary in Ann Arbor, Michigan. The markets in
which AII competes are marked by rapidly changing technology. As a result, the
Company's success will continue to depend, in part, upon its ability to maintain
a superior technological capability, foresee changes and continue to identify,
develop and commercialize innovative and competitive products and systems.
Except in certain instances involving customer requested enhancements and, on
occasion, except for specific products developed at the request of a customer,
all research, product development and engineering is Company-sponsored.
Approximately 14% of AII's employees are technical professionals, most of whom
have professional degrees. Collectively, these employees spend the majority of
their time engaged in the engineering and development of new products, and the
balance of their time in support and improvement of existing systems, including
new options and features. The amount expended by AII for product development
activities during fiscal 1996 was approximately $4.3 million, during fiscal 1995
was approximately $3.0 million and during fiscal 1994 was approximately $2.9
million (such expenditures for fiscal 1996 reflect nine months of combined
operations of Autologic and Triple-I while three months of Autologic's
operations on a "stand alone" basis and results for 1995 and 1994 reflect only
the operations of Autologic and do not reflect the operations of Triple-I).
Nevertheless, there can be no assurance that AII will be successful in
developing new or improved products to address changing technological
requirements, that AII can introduce such products on a timely basis or that
AII's existing products will continue to be competitive, that AII will be able
to adapt existing products to technological change and competition, or that
products that are developed can be successfully and profitably marketed.
Furthermore, technology changes may affect AII's ability to sell its inventories
at appropriate margins and/or require write-offs or write-downs of inventories.
Competition
The Company operates in a highly competitive marketplace with many competitors.
AII's position in its markets depends largely upon its reputation, the quality,
design and pricing of its products, its ability to maintain high level
technological capabilities, foresee market changes and continue to identify,
develop and commercialize innovative and competitive products and systems, the
timeliness of its deliveries and its field service. Technological advancements,
"open system" architecture (which allow customers to assemble standardized
component products themselves from several different sources) and general market
conditions have increased price competition. A number of firms, some of which
are substantially larger and have substantially greater financial resources than
AII, manufacture one or more prepress products competing with each of AII's
prepress products. Some of these competitors sell their products as complete
prepress systems, for some of which AII has no competing systems. Other
competitors grant significant discounts of their products which compete with
AII's products in order to promote sales of ancillary products as to which AII
has no competing product. In an endeavor to counter these trends, AII has
expanded its product offerings to encompass a wider range of price/performance
options and is seeking to utilize the dealer channels being developed by its
Xitron subsidiary; however, there can be no assurances that these efforts will
prove successful.
As a result of this increasing competition, as well as changing patterns of
customer purchasing which have produced an industry-wide trend toward the
purchase of open systems, the industry, including AII, has experienced downward
pressure on profit margins on sales of equipment and software. In addition,
AII's base models of 3850 imagers (the only line of imagers manufactured by the
Company), introduced by Triple-I approximately four years ago, is subject to
intense competition from products developed by competitors, resulting in
downward pressures on profit margins. The Company has begun introducing improved
versions of its 3850 imagers and is seeking to reduce costs to improve profit
margins. However, it is likely that such competition will continue to increase
and that the downward pressures on gross profit margins on AII's sales of
systems and equipment will continue.
Gross profit margins on customer services have likewise been under considerable
pressure in recent years, although steps taken during this fiscal year have
resulted in improved customer service gross profit margins for AII. The pressure
on customer service gross profit margins is also attributable, in part, to the
industry trend towards using "open systems" which enable the user to service
some equipment in-house and, because such products are more software oriented,
obtain some service from AII through remote data transfer rather than on-site.
Patents and Trademarks
AII holds several patents and trademarks related to its products; however, it
does not believe that any of these are material to AII's business. AII is also a
licensee of technology from many of its suppliers, none of which, individually,
is considered material to AII's business.
6
<PAGE> 7
Seasonality and Working Capital
Sales are generally lower in the months of November and December due to the
holiday season, which is a peak publishing period when customers are reluctant
to install and test new equipment.
Because lead times in the industry in filling customer orders are becoming
shorter, manufacturers, including AII, may experience a greater dependence than
in the past on accurate short-term sales forecasts in order to avoid carrying an
excess of inventory at any given time which could require the need for
additional working capital or, in the event that a product or products becomes
obsolete, could lead to inventory write-downs or write-offs. There can be no
assurance, given the rapid pace at which new products are introduced in the
market and the changes in technology, that AII will not in the future experience
either excess inventory (and a concomitant need for additional operating funds)
or obsolescence of inventory. Any such write-offs or write-downs could have a
materially adverse effect on AII's results of operations for the quarterly or
annual periods in which any such loss occurs, as well as on AII's financial
position.
Regulation
The industry in which AII operates is not subject to specific industry
government regulations. In connection with foreign sales, the Company is subject
to the Foreign Corrupt Practices Act and export controls, with each of which it
believes it is in compliance. The export of certain technologies are restricted.
At the present time and with respect to the countries in which aii currently
sells its products, the sale of its current products, both hardware and
software, are permitted pursuant to a general export license. If the Company
began selling to countries designated by the United States as sensitive, such
sales could be subject to more restrictive export regulations.
Compliance with applicable Federal, state and local environmental laws and
regulations has not had, and AII believes that compliance with such laws and
regulations in the future will not have, a material effect on AII's earnings,
capital expenditures or competitive position.
Employees
As of January 15, 1997, AII had 418 full-time employees, of which 311 were in
the United States and Canada and 107 were in international offices, as compared
to a combined work force (of Autologic and Triple-I) of 543 full-time employees,
of which 437 were in the United States and Canada and 106 were in international
offices, prior to the Merger. Of the Company's employees, as of January 15,
1997, 57 were engaged in research, product development and engineering; 84 in
sales and marketing; 148 in customer support; 68 in manufacturing; and 61 in
administration.
The Company's success is dependent, in part, upon its ability to attract and
retain technologically qualified personnel who possess the specialized skills
required by AII, particularly in the areas of research and development and
customer support, for which there is substantial competition. Although AII has
not had and does not anticipate any shortages of most categories of technical
personnel at this time, the loss of certain key employees in specialized fields
following the Merger resulted in some delays in completing certain new products.
There can be no assurance that AII will continue to be successful in recruiting
and retaining personnel of the requisite caliber and in adequate numbers.
Management currently believes that its relations with its employees is
satisfactory.
7
<PAGE> 8
ITEM 2--PROPERTIES
AII's principal facilities are located in approximately 134,000 square feet of
leased space in Thousand Oaks, California, which houses its principal executive
offices, its manufacturing, engineering and computer software development
operations, and its west coast servicing facilities. These facilities are leased
from a subsidiary of Volt under a lease which expires in January 1999 at a
rental which is to be based upon prevailing rentals charged in the area.
Pursuant to the terms of the lease, as amended, in December, 1996, AII's Board
of Directors established a new rental rate based on prevailing rates in the
general area, which resulted in a slight decrease in rent. During the remaining
term of the lease, AII's Board of Directors may again, unilaterally, but in good
faith and utilizing certain reasonableness standards, redetermine whether there
should be a further increase or decrease in the base rent and/or increase (if
the space is then available) or decrease the amount of rented space.
AII also leases space in Ann Arbor, Michigan (7,600 square feet under a lease
that expires in 1997), where its Xitron subsidiary and an AII regional service
office are located; Norcross, Georgia (3,300 square feet under a lease that
expires in 1998), which serves as a regional service office; Burlington,
Massachusetts (15,500 square feet under a lease that expires in 2001), which
serves as regional sales and service office as well as a research and
development facility; Des Plaines, Illinois (2,000 square feet under a lease
that expires in 1997), which serves as a regional service office; and Dallas,
Texas (3,500 square feet under a lease that expires in 1997), which serves as a
regional service office. While still under lease by AII at least until October,
1999 (provided a right to cancel the lease at that time is exercised),
Triple-I's former headquarters in Los Angeles, California (52,000 square feet)
is currently being marketed for sub-lease. AII also maintains sales and service
offices at various foreign locations (an aggregate of 43,000 square feet under
leases which expire from 1998 to 2010).
AII believes that its facilities and equipment are well maintained and adequate
to meet its current requirements.
ITEM 3--LEGAL PROCEEDINGS
Not applicable
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Executive Officers
WILLIAM SHAW, 72, has been Chief Executive Officer and Chairman of the Board of
the Company since January 24, 1996. He is also a founder of Volt, serving as its
President and Chairman of the Board for more than the past five years and has
been employed in executive capacities by Volt and its predecessors for over
forty years. He is the brother of Jerome Shaw, a Director of the Company.
DENNIS D. DOOLITTLE, 52, has been Chief Operating Officer and Vice Chairman of
the Board of the Company since January 24, 1996. He has served as a Director of
the Company since November 13, 1995. He served as President of Autologic from
1990 until the merger. Prior to that he served as Senior Vice
President-Engineering from 1989 to 1990 and Vice President-Engineering from 1986
to 1989 of Autologic.
ALDEN L. EDWARDS, 54, has been President and a Director of the Company since
January 24, 1996. He served as President of Triple-I since May 1995 after
joining Triple-I as a Senior Vice President in January 1995. Prior to joining
the Company, he operated a consulting business. From 1986 to 1991 when he
retired, he was the President and Chief Executive Officer of System Integrators,
Inc. ("SII"), a developer of editorial and classified advertising systems also
serving as its Chairman since 1989 and Vice President of Sales and Marketing
from 1982 to 1986. Prior to the sale of Atex, Inc.("Atex") to Eastman Kodak
Company in 1981, he held various sales and marketing positions with Atex.
ANTHONY F. MARRELLI, 49, joined the Company as Chief Financial Officer in
November 1996 and became Vice President on January 6, 1997. Prior to joining the
Company, he served in a senior financial capacity for several publicly traded
and privately owned companies from June 1980 to November 1996. From June 1974 to
June 1980, Mr. Marrelli was a practicing public accountant with the firm of
Coopers & Lybrand. Mr. Marrelli is a Certified Public Accountant in the State of
California.
8
<PAGE> 9
PART II
ITEM 5--MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCK HOLDER MATTERS
The Company's common stock is quoted on the NASDAQ National Market (NASDAQ
Symbol--AIII). The following table sets forth the high and low prices of the
Company's common stock, (periods prior to January 29, 1996 reflect market prices
of Triple-I on a "stand alone" basis) as reported by NASDAQ, and reflects
interdealer prices, without retail mark-up, mark-down or commission:
<TABLE>
<CAPTION>
January 1 - November 1 January 1 - December 31
1996 1995
------------------------- -----------------------
Fiscal Period High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
First Quarter $ 12 $ 9 $ 8 1/4 $ 7 1/2
Second Quarter 10 1/2 7 3/4 10 3/4 7 1/4
Third Quarter 8 1/2 7 1/2 11 1/4 9 1/2
Fourth Quarter 8 1/2 5 1/2 11 9 1/4
</TABLE>
The approximate number of record holders of the Company's common stock at
January 17, 1997 was 752.
No dividends have been declared by AII or Autologic during the five years ended
November 1, 1996.
The Company does not anticipate paying cash dividends, but intends to retain any
future earnings for reinvestment in its business. Any future determination to
pay cash dividends will be at the discretion of the Company's Board of Directors
and will be dependent upon the Company's financial condition, results of
operations, capital requirements, terms of any debt instruments then in effect
and such other factors as the Company's Board of Directors may deem relevant.
9
<PAGE> 10
ITEM 6--SELECTED FINANCIAL DATA
The following selected financial data of AII as at and for the year ended
November 1, 1996 and of Autologic alone for each of the years in the four year
period ended November 3, 1995 and as of the end of each of those years have been
derived from the financial statements, which have been audited by Ernst & Young
LLP, independent auditors. The selected financial data of the Company should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the combined financial statements of
the Company and the notes thereto.
<TABLE>
<CAPTION>
As at and For the Year Ended
------------------------------------------------------------------
November 1, November 3, October 28, October 29, October 30,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Operating Results:
Revenues $ 89,236 $ 70,405 $ 65,323 $ 59,340 $ 57,486
-------- -------- -------- -------- --------
Operating loss (1) (3,913) $ (1,787) $ (847) $ (203) $ (1,209)
Interest on debt to Volt (2) (583) (2,591) (1,962) (1,793) (1,876)
Other income (expense) (632) 270 (132) (492) (271)
-------- -------- -------- -------- --------
Loss before income taxes (5,128) (4,108) (2,941) (2,488) (3,356)
Income tax provisions (benefit) (137) 877 521 132 (3)
-------- -------- -------- -------- --------
Loss before cumulative effect
of a change in accounting (4,991) $ (4,985) $ (3,462) $ (2,620) $ (3,353)
Cumulative effect of a change in
accounting for income taxes 186
-------- -------- -------- -------- --------
Net loss $ (4,991) $ (4,985) $ (3,462) $ (2,434) $ (3,353)
======== ======== ======== ======== ========
Loss per share before cumulative effect of a
change in accounting of common stock $ (0.96) $ (1.49) $ (1.03) $ (0.79) $ (1.00)
Total assets $ 59,285 $ 31,691 $ 30,215 $ 26,209 $ 23,808
</TABLE>
(1) Includes expenses charged from Volt of $1,246 (1996), $2,061 (1995),
$2,538 (1994), $2,061 (1993) and $2,620 (1992).
(2) A substantial portion of indebtedness to Volt was incurred prior to
1987. All indebtedness to Volt was contributed to Autologic's capital
upon completion of the merger. Accordingly, interest on such
indebtedness has been eliminated following the merger.
(3) The 1995 fiscal year was comprised of 53 weeks; fiscal years 1991-1994
and 1996 were each comprised of 52 weeks.
(4) No dividends have been declared by AII or Autologic during the five
years ended November 1, 1996.
10
<PAGE> 11
ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
As set forth in Note B in the accompanying financial statements, on January 29,
1996, Volt Information Sciences, Inc. ("Volt") assigned the capital stock of
certain of Volt's foreign subsidiaries to the Company and each of Autologic,
Inc. (together with such foreign subsidiaries, "Autologic") and Information
International, Inc. ("Triple-I") were merged into the Company (such transactions
being collectively referred to as the "Merger"). The acquisition of Autologic
and the Volt subsidiaries has been accounted for under the pooling of interest
method of accounting and the acquisition of Triple-I was accounted for under the
purchase method of accounting. Accordingly, the Company's reported results of
operations for all periods prior to January 29, 1996 reflect only the results of
operations of Autologic. In addition, results prior to the Merger do not give
effect to the elimination of interest theretofore charged by Volt to Autologic
on intercompany borrowings (which were contributed to Autologic's capital prior
to the Merger), the reduction in rent of a facility lease from Volt (under a new
lease entered into in connection with the Merger), or cost savings from the
aggregate amounts incurred by Autologic and Triple-I separately (such as from
staff and facilities reductions and the ability of existing staff to absorb
general and administrative functions previously provided by Volt and charged to
Autologic) and other synergies implemented and being implemented since the
Merger. Accordingly, results prior to January 29, 1996 (and the Company's
balance sheet as at November 3, 1995) are not reflective of the operations and
financial position of the Company as presently constituted.
The information which appears below relates to prior periods, the results of
operations for which periods are not necessarily indicative of the results which
may be expected for any subsequent periods. Management has made no predictions
or estimates as to future operations and no inferences as to future operations
should be drawn.
Fiscal year ended November 1, 1996 (52 weeks) compared to the fiscal year ended
November 3, 1995 (53 weeks)
Results of Operations
Included in the loss for the twelve months ended November 1, 1996 were the
following non-recurring expenses (aggregating $1,600,000) incurred by Autologic
(and, accordingly, reflected in the Company's financial statements) during the
first three months of fiscal 1996 (ended February 2, 1996) and prior to the
Merger: (1) restructuring charges of approximately $700,000 related principally
to the reduction of Autologic's workforce and the restructuring of its
operations in connection with the Merger; (2) interest expense charged by Volt
of $583,000 (which has been eliminated as a result of Volt's contribution of the
underlying indebtedness to Autologic's capital prior to the Merger); (3) charges
from Volt to Autologic for rent of $419,000 (which rent would have been $201,300
had the Merger been completed at the beginning of fiscal 1996); (4) charges from
Volt for general and administrative services of $197,000 (the services related
to which are, since the Merger, being substantially performed by the Company's
internal staff and, to some extent, third party providers). The results of
operations for period prior to February 3, 1996 do not give effect to
amortization expense of approximately $137,500 per fiscal quarter (being
incurred for five years commencing with the quarter beginning February 3, 1996)
of excess purchase price over the estimated fair value of Triple-I's
identifiable assets.
The Company had a pretax loss of $5,128,000 in 1996 compared to a pretax loss of
$4,108,000 in 1995. Included in the loss for the year ended November 3, 1995 was
interest expense of $2,591,000 on loans from Volt (which are no longer
outstanding), rent of $1,702,000 (which would have been reduced to approximately
$804,000 had the Merger arrangements then been in effect) and general and
administrative expense of $899,000 (the services related to which are, since the
Merger, being substantially performed by the Company's internal staff and, to
some extent, by third party providers).
In fiscal 1996, revenues increased by $18,831,000, or 26.7%, to $89,236,000. The
increase in revenues resulted from a $11,696,000, or 22.4%, increase in sales of
systems and equipment and an increase of $7,135,000, or 39.3%, in customer
service sales. The increase in revenues resulted primarily from the integration
of the two businesses (thus adding Triple-I's revenues to Autologic's revenues).
Had the Merger occurred at the beginning of fiscal year 1995, sales in 1996
would have been $99,194,000 compared to sales of $104,643,000 in 1995 (see Note
B). The decrease of $5,449,000, or 5.2%, was primarily due to the phase out of
the Camex product line which was basically discontinued by Triple-I in fiscal
year 1995. Camex specialized in sales of display advertising systems.
Gross margins decreased by 2.7 percentage points relating to systems and
equipment, which was partially offset by an 11.1 percentage point gross margin
increase in customer service and support. The decrease in system's margin was
due primarily to discounting imaging systems in response to competition. The
imaging systems segment of the prepress industry is affected by rapid
technological change, open systems architecture, increased third party
distribution, and oversupply, which leads to intense price competition, with
sales in fiscal 1996 of equipment introduced within the last three years
comprised approximately 98% of equipment sales. The improvement in customer
service margins was due principally to consolidation of staff at the time of the
Merger, increased gross margin on spare parts, and increased custom network
server sales.
11
<PAGE> 12
ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS--Continued
Selling and administrative expense increased by $5,878,000, or 35.0%, to
$22,681,000 in fiscal year 1996. These expenses expressed as a percentage of
sales increased (from 23.9% for Autologic alone in the prior year to 25.4% for
fiscal year 1996) as combined sales of Autologic and Triple-I did not increase
by the same percentage as did the overall increase in selling and administrative
expense (which were incurred in expectation of anticipated revenue levels).
Research, development and engineering expenditures in fiscal 1996 increased
$3,177,000, or 75.6%, to $7,381,000 from $4,204,000 for Autologic alone in the
prior year. Expressed as a percentage of sales, these expenses increased from
6.0% in fiscal year 1995 to 8.3% in fiscal 1996, as combined sales of Autologic
and Triple-I did not increase by the same percentage as did research,
development and engineering expenditures. The overall product line was expanded
as a result of the Merger with 3850, GRAFIXnet, server, and AdManager products
added to the existing Autologic product line.
Interest income increased by $214,000 to $357,000 from $143,000 for Autologic
alone in fiscal year 1995 primarily from the investment of Triple-I funds
acquired by the Company in the Merger.
Interest expense charged by Volt decreased by $2,008,000 resulting from the
contribution by Volt to Autologic of intercompany borrowings of Autologic prior
to the Merger. Interest expense reported represents such interest for the period
prior to the contribution of such indebtedness by Volt.
The foreign exchange loss in fiscal 1996 resulted from the cost of foreign
currency options purchased to minimize the potential adverse impact on foreign
currency receivables and sales in order to protect against the dollar
strengthening against foreign currencies and, to a lesser extent, losses on
currencies not hedged.
Other expenses include a first quarter $180,000 charge related to a lawsuit and
miscellaneous expenses.
The tax provision in fiscal 1995 relates to taxes on foreign earnings without
U.S. tax benefit. U. S. net operating losses incurred by Autologic were utilized
by Volt prior to the Merger.
Year ended November 3, 1995 (53 weeks) compared to the year ended October 28,
1994 (52 weeks).
In fiscal 1995, Autologic's operating loss was $1,787,000, compared to $847,000
in fiscal 1994. The increase in the operating loss was due to a reduction in the
gross margin of 2.3 percentage points relating to systems and equipment and
service partially offset by the increased sales volume. The sales increase was
attributable to German, Asian and Pacific markets.
Autologic had a pretax loss of $4,108,000 in 1995, compared to a pretax loss of
$2,941,000 in 1994. Both years included significant charges from the parent
(Volt) for rent, general and administrative expenses and interest on
indebtedness to parent. The net loss in 1995 was $4,985,000, compared to a net
loss of $3,462,000 in 1994.
In 1995, revenues of Autologic increased by $5,082,000, or 7.8%, to $70,405,000.
The increase in revenues resulted from a $4,891,000, or 10.3%, increase in the
sales of systems and equipment and an increase of $191,000, or 1.1%, in customer
service sales. The sales increase was attributable to German, Asian and Pacific
markets.
The increase in systems and equipment gross margins ($740,000, or 3.8%) was due
to the increase in sales volume, partially offset by a reduction in the gross
margin of 2.4 percentage points. The decrease in the gross margin percentage
resulted from a change in the product mix (a decrease in sales of some high
margin products and an increase in sales of some low margin items which are in
direct competition with other manufacturers' products). The markets in which the
segment competes are marked by rapidly changing technology, with sales in fiscal
1995 of equipment introduced within the last three years comprising
approximately 84% of equipment sales. Gross margins of customer service sales
decreased by $658,000, or 27.7%. The decrease in gross margins was due to a
reduction in the gross margin of 3.7 percentage points resulting primarily from
a change in the mix of equipment serviced. Autologic, as a result of a trend to
the use of "open systems", sold less of its stand-alone proprietary equipment,
which had generated more service revenue. Open systems enable the customer to
service some equipment in-house and/or because such product are more software
oriented, obtain some service from Autologic through remote data transfer,
rather than on-site.
Selling and administrative expenses increased by $1,292,000, or 8.3%, to
$16,803,000 in 1995. These expenses expressed as a percentage of sales were
approximately 24.0% in each of 1995 and 1994. This dollar increase was primarily
attributable to higher sales and marketing expenses related to the increased
sales and the hiring of additional personnel to increase penetration into the
commercial market.
12
<PAGE> 13
ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS--Continued
Research, development and engineering expenditures decreased by $333,000, or
7.3%, to $4,204,000 in 1995. The expenditures expressed as a percentage of sales
were 6% in 1995 and 7% in 1994 due to reduction of certain development products.
Rent expense remained constant between 1995 and 1994 and a proportionate share
(on the basis of assets employed) of the Volt's corporate general and
administrative expenses increased by $63,000, or 7.5%, in 1995. The increase was
due primarily to an increase in the proportion of assets employed by Autologic.
Interest expense charged by Volt increased by $629,000, or 32.1%, to $2,591,000
in 1995, due to an increase in the average interest rates during 1995 and an
extra week in fiscal year 1995.
In 1995, there was a foreign exchange gain versus a loss in 1994, due to
favorable currency movements in certain currencies. To minimize the potential
adverse impact on Autologic's foreign current receivables and sales when the
dollar strengthens against foreign currencies, foreign currency options are
purchased.
For 1995 the income tax provision increased by $356,000, or 68.3%, to $877,000
from $521,000 in 1994 due to the increase in taxable income in foreign
operations.
Liquidity and Capital Resources
The Company's balance sheet as of November 3, 1995 represents the financial
position of Autologic only, while the balance sheet as of November 1, 1996
represents the financial position of the Company after the Merger and includes
the accounts of Autologic and Triple-I.
During fiscal year 1996, cash was applied to operating activities in the amount
of $1,774,000, principally as a result of the year's net loss (net of
depreciation and amortization) of $2,067,000 less the favorable net impact
$296,000 of various changes in operating assets and liability accounts.
The principal factor in the cash provided by investing cash activities was the
cash and cash equivalents balances of Triple-I acquired in the Merger
($8,764,000), offset by $2,931,000 used for the purchase of property and
equipment.
The repayment of notes payable to banks resulted in the use of $670,000 of cash
for financing activities, while proceeds from the exercise of stock options
provided $206,000.
As a result of the foregoing, for the fiscal year, cash and cash equivalents
increased by $3,591,000. The Company's working capital as of November 1, 1996
was $23,811,000, which includes $6,133,000 in cash and cash equivalents. These
resources, along with a credit facility of $2,250,000 available from Volt, are
anticipated to be sufficient to meet the Company's liquidity and capital needs
for the near term in the normal course of business.
As part of the consolidation of operations and facilities, the Company's Board
of Directors has approved the expenditure of up to $1,000,000 for
communications, facilities and fixtures for plant renovation. Of this
approximately, $860,000 has been incurred through November 1, 1996. The Company
has no other plans for significant capital expenditures other than expenditures
in the normal course of business anticipated to be funded from ongoing
operations.
13
<PAGE> 14
Report of Independent Auditors
The Board of Directors and Shareholders
Autologic Information International, Inc.
We have audited the accompanying consolidated balance sheets of Autologic
Information International, Inc. as of November 1, 1996 and November 3, 1995, and
the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the three years in the period ended November 1, 1996. Our
audits also included the financial statement schedule listed at the index at
Item 14(a). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Autologic
Information International, Inc. at November 1, 1996 and November 3, 1995 and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended November 1, 1996, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ ERNST & YOUNG LLP
---------------------------
ERNST & YOUNG LLP
Woodland Hills, California
December 19, 1996
14
<PAGE> 15
ITEM 8--FINANCIAL STATEMENTS
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
November 1, November 3,
1996 1995
---------- ----------
(Dollars in thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents-See Notes C and M $ 6,133 $ 2,542
Accounts receivable less allowance for doubtful
accounts of $2,221 (1996) and $651 (1995)
See Schedule II 21,761 15,205
Inventories-See Notes C and D 12,301 9,318
Deferred income tax benefit-See Note E 5,797 116
Prepaid expenses and other assets 1,093 1,014
--------- ---------
Total current assets 47,085 28,195
PROPERTY AND EQUIPMENT, at cost net of
accumulated depreciation and amortization
of $5,084 (1996) and $3,852 (1995)-See Note C 6,212 3,444
DEFERRED INCOME TAX BENEFIT-See Note E 3,554 --
EXCESS OF PURCHASE PRICE OVER NET ASSETS
ACQUIRED, net of amortization of $413-See Notes B and C 2,340 --
OTHER ASSETS 94 52
--------- ---------
$ 59,285 $ 31,691
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable--See Note O $ -- $ 707
Accounts payable 10,311 5,737
Payable to Volt--See Note N 771 88,109
Accrued expenses 5,282 3,654
Accrued restructuring costs--See Note B 2,334 --
Customer advances 3,402 2,657
Income taxes payable-See Notes C and E 1,174 880
--------- ---------
Total current liabilities 23,274 101,744
STOCKHOLDERS' EQUITY (DEFICIENCY)
See Notes B, C, E, F and G
Preferred stock, par value $0.01
Authorized-1,000,000 shares; issued - none -- --
Common stock, par value $0.01
Authorized - 12,000,000 shares; issued and
outstanding 5,793,870 shares in 1996, 58 133
authorized - 9,000,000 shares; issued and
outstanding 3,337,000 shares in 1995 -- --
Paid-in capital 112,665 1,535
Accumulated deficit (76,712) (71,721)
--------- ---------
36,011 (70,053)
COMMITMENTS AND CONTINGENCIES-See Notes H, I and O -- --
--------- ---------
$ 59,285 $ 31,691
========= =========
</TABLE>
See accompanying notes.
15
<PAGE> 16
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended
-------------------------------------
November 1, November 3, October 28,
1996 1995 1994
---------- ---------- ----------
(In thousands, except per share amounts)
<S> <C> <C> <C>
REVENUES
Systems and equipment $ 63,963 $ 52,267 $ 47,376
Customer service and support 25,273 18,138 17,947
-------- -------- --------
89,236 70,405 65,323
-------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of systems and equipment 41,065 32,164 28,013
Cost of customer service and support 20,076 16,420 15,571
Selling and administrative 22,681 16,803 15,511
Research, development and engineering 7,381 4,204 4,537
Restructuring charge-See Note B 700 -- --
Charges from Volt-See Notes B and N
Rent 1,022 1,702 1,702
General and administrative 224 899 836
-------- -------- --------
93,149 72,192 66,170
-------- -------- --------
OPERATING LOSS (3,913) (1,787) (847)
-------- -------- --------
OTHER INCOME (EXPENSE)
Interest income 357 143 (1)
Interest expense charged by Volt-See Note N (583) (2,591) (1,962)
Foreign exchange gain (loss)-See Notes C and M (544) 182 (33)
Other, net (445) (55) (98)
-------- -------- --------
(1,215) (2,321) (2,094)
-------- -------- --------
LOSS BEFORE
INCOME TAXES (5,128) (4,108) (2,941)
INCOME TAX PROVISION (BENEFIT)--
See Notes C and E (137) 877 521
-------- -------- --------
NET LOSS $ (4,991) $ (4,985) $ (3,462)
======== ======== ========
NET LOSS PER SHARE-See Note C $ (0.96) $ (1.49) $ (1.04)
======== ======== ========
Average number of shares outstanding 5,221 3,337 3,337
======== ======== ========
</TABLE>
See accompanying notes
16
<PAGE> 17
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock
$0.01 Par Value
---------------------- Paid-In Accumulated
Shares Amount Capital Deficit Total
------- -------- ------- ----------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance at October 29, 1993 $ 133 $ 1,535 $ (63,274) $ (61,606)
Net loss for the year -- -- (3,462) (3,462)
---------- ---------- ---------- ----------
Balance at October 28, 1994 133 1,535 (66,736) (65,068)
Net loss for the year -- -- (4,985) (4,985)
---------- ---------- ---------- ----------
Balance at November 3, 1995 133 1,535 (71,721) (70,053)
Contribution to capital of amounts
payable to Volt -- 89,525 -- 89,525
Issuance of 3,337,000 shares of common
stock to Volt in connection with
merger of Autologic, Inc. and transfer
of stock of Volt subsidiaries 3,337,000 (100) 100 -- --
Issuance of 2,429,870 shares of common
stock to Triple-I stockholders to
purchase the net assets of Triple-I, net
of expenses related to registering
shares 2,429,870 25 20,272 -- 20,297
Value of stock options issued by the
Company in exchange for outstanding
stock options issued by Triple-I -- 1,027 -- 1,027
Stock issued upon exercise of stock
options 27,000 -- 206 -- 206
Net loss for the year -- -- -- (4,991) (4,991)
---------- ---------- ---------- ---------- ----------
Balance at November 1, 1996 5,793,870 $ 58 $ 112,665 $ (76,712) $ 36,011
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes
17
<PAGE> 18
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended
-------------------------------------
November 1, November 3, October 28,
1996 1995 1994
---------- ---------- -----------
(Dollars in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(4,991) $(4,985) $(3,462)
Adjustments to reconcile net loss to net cash
provided by (applied to) operating activities:
Depreciation and amortization 2,924 1,489 1,437
Provision for doubtful accounts 1,096 184 20
(Gains) losses on foreign currency
translation (231) 159 (37)
(Gains) losses on dispositions of
property and equipment 24 (30) (29)
Deferred income tax provision (benefit) (1,610) 134 (44)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (2,464) 82 (2,171)
(Increase) decrease in inventories 6 (1,877) (128)
Decrease in recoverable income taxes -- -- 224
(Increase) decrease in prepaid expenses
and other assets 384 342 (361)
Increase in accounts payable 3,487 887 783
Increase (decrease) in accrued expenses (1,293) 140 127
Increase (decrease) in customer advances (176) 484 275
Increase in income taxes payable 299 342 538
Increase in payable to Volt 771 4,338 5,680
------- ------- -------
NET CASH (APPLIED TO) PROVIDED BY
OPERATING ACTIVITIES $(1,774) $ 1,689 $ 2,852
------- ------- -------
</TABLE>
Continued on next page
18
<PAGE> 19
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>
Year Ended
-------------------------------------
November 1, November 3, October 28,
1996 1995 1994
---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM INVESTING
ACTIVITIES
Cash of acquired companies (Triple-I) ................ $ 8,764 $ -- $ --
Proceeds from disposal of property
and equipment ...................................... -- 408 150
Purchases of property and equipment .................. (2,931) (1,590) (2,479)
------- ------- -------
NET CASH PROVIDED BY (APPLIED
TO) INVESTING ACTIVITIES ............................... 5,833 (1,182) (2,329)
------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Increase (decrease) in notes payable to banks ...... (670) 113 (435)
Proceeds from exercise of stock options ............ 206 -- --
------- ------- -------
NET CASH PROVIDED BY (APPLIED
TO) FINANCING ACTIVITIES ............................... (464) 113 (435)
------- ------- -------
Effect of exchange rate changes on cash ................ (4) (320) (167)
------- ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ................................... 3,591 300 (79)
Cash and cash equivalents, beginning of period ............ 2,542 2,242 2,321
------- ------- -------
CASH AND CASH EQUIVALENTS,
END OF PERIOD ......................................... $ 6,133 $ 2,542 $ 2,242
======= ======= =======
SUPPLEMENTAL CASH TRANSACTIONS Cash paid during the period:
Interest expense ..................................... $ 12 $ 54 $ (94)
Income tax ........................................... $ 1,258 $ 439 $ (100)
</TABLE>
SUPPLEMENTAL NON-CASH TRANSACTIONS
On January 29, 1996, Volt contributed to the capital of the Company
approximately $89,525,000 in amounts owed to Volt. (See Note B)
On January 29, 1996, the Company issued 3,337,000 shares of common stock to Volt
for Autologic and other Volt subsidiaries. This transaction was accounted for at
historical cost because of consolidation of companies under common control. (See
Note B)
On January 29, 1996, the Company issued 2,429,870 shares of common stock with an
aggregate value of approximately $20,297,000 in the acquisition of Triple-I.
(See Note B)
See accompanying notes
19
<PAGE> 20
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--DESCRIPTION OF BUSINESS
Autologic Information International, Inc. and its subsidiaries (the "Company")
design, develop, manufacture, assemble, integrate, market, sell and service
computerized image-setting and publication systems equipment and software that
automate the various prepress production steps in the publishing process. The
Company believes that it is an industry leader in prepress systems. The products
are primarily marketed and sold to the newspaper publishing industry, the
commercial printing industry and other organizations having internal publishing
facilities.
NOTE B--FORMATION OF THE COMPANY AND MERGER
The Company was incorporated in Delaware on September 5, 1995 as a wholly-owned
subsidiary of Volt Information Sciences, Inc. ("Volt"). On January 29, 1996,
pursuant to the terms of an Agreement and Plan of Merger (the "Merger
Agreement") dated October 5, 1995, as subsequently amended, among the Company,
Volt and Information International, Inc. ("Triple-I"), Volt contributed to the
capital of Autologic, Incorporated ("Autologic") and certain foreign
subsidiaries of Volt ("Volt Subsidiaries") and the amounts Autologic or such
subsidiaries owed to Volt and, subsequent thereto, caused Autologic to merge
with and into the Company. Volt also assigned to the Company all of the issued
and outstanding shares of the Volt Subsidiaries. In addition, pursuant to the
Merger Agreement, on January 29, 1996, following approval by its stockholders,
Triple-I merged with and into the Company.
Pursuant to the Merger Agreement, Volt, through its wholly-owned subsidiary Nuco
I, Ltd., received 3,337,000 shares of the Company's common stock for its
transfer of Autologic and certain other Volt subsidiaries and the stockholders
of Triple-I received 2,429,870 shares of the Company's common stock based on one
share of the Company being issued for each outstanding share of Triple-I
(including 58,500 shares issued to Volt as a result of Triple-I common stock
owned by Volt prior to the merger).
On June 25, 1995, the date the general terms of the merger were agreed to and
announced, Triple-I had outstanding options to purchase approximately 594,000
shares of its common stock. In accordance with Triple-I's stock option plans,
each outstanding Triple-I option automatically became fully vested and
immediately exercisable upon consummation of the merger. As part of the Merger
Agreement, the parties agreed to a formula to limit the dilution of Volt's
percentage ownership in the Company as a result of the exercise of those
Triple-I options. Under that formula, Volt is to receive 100 shares of the
Company's common stock for every 590 shares of the Company common stock issued
with respect to Triple-I options exercised subsequent to June 25, 1995, up to a
maximum of 100,000 shares. Between June 25, 1995 and November 1, 1996, 51,250
shares have been issued upon the exercise of Triple-I options, and Volt has
received 4,000, and is entitled to receive an additional 4,600 shares, of the
Company's common stock with respect to such exercises. Accordingly, Volt owned
beneficially 3,400,186 shares (59%) of the Company's common stock.
As the Company, Autologic and the Volt Subsidiaries were under common control,
the merger of Autologic and the transfer of the stock of the Volt Subsidiaries
to the Company has been accounted for on a pooling of interest basis.
Accordingly, the assets and liabilities of such entities and their stockholders'
equity accounts have been accounted for at their historical carrying amounts and
the accompanying statement of operations reflects the results of operations of
such entities for such periods. The merger of Triple-I has been accounted for
under the purchase method of accounting and, accordingly, the purchase price,
which was based on the quoted market price of the Triple-I common stock at the
time the general terms of the acquisition were agreed to and announced, plus the
value of stock options issued in exchange for outstanding stock options of
Triple-I, has been allocated to net assets based upon their estimated fair
values. A $2,753,000 excess of the purchase price over the estimated fair value
of Triple-I's identifiable assets, including the estimated future tax benefits
of Triple-I's net operating loss carryforwards and deductible temporary
differences, was recorded on the effective date of the merger and is being
amortized over a five-year period. The operating results of Triple-I have been
included in the Company's consolidated financial statements since the date of
acquisition, which was limited to five days of operations for the first quarter
of 1996, but are included for the second, third and fourth quarters of 1996. The
liability for restructuring costs incurred prior to the merger ($2,334,000 at
November 1, 1996) provides for estimated costs related to closing of certain
facilities of Triple-I.
The accompanying statement of operations for the fiscal year ended November 1,
1996 includes a first quarter charge of $700,000 related principally to the
reduction of Autologic's workforce and the restructuring of Autologic's
operations in connection with the merger.
20
<PAGE> 21
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE B--FORMATION OF THE COMPANY AND MERGER--Continued
The following pro forma information presents a summary of consolidated results
of operations of the Company as if the transactions described above had occurred
at the beginning of fiscal 1996 and 1995 with pro forma adjustments for the
amortization of the excess of purchase price over net assets acquired, the
elimination of interest expense and a portion of rent previously charged by Volt
(to reflect the reduced rent charged by Volt after the merger), and certain
income tax adjustments. The pro forma financial information is not necessarily
indicative of the results of operations as they would have been had the
transactions been effected on the assumed dates or of future results of
operations of the combined entities.
<TABLE>
<CAPTION>
For the Fiscal Year Ended
--------------------------
November 1, November 3,
1996 1995
---------- ----------
(Dollars in thousands, except per share amounts)
<S> <C> <C>
Revenues $ 99,194 $ 104,643
Loss from continuing
operations (2,017) (1,037)
Net loss (2,017) (2,458)
Loss from continuing
operations per share (0.39) (0.18)
Net loss per share (0.39) (0.43)
</TABLE>
NOTE C-- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year: The Company's fiscal year consists of the 52 or 53 weeks ending on
the Friday nearest October 31. The 1996 fiscal year was comprised of 52 weeks,
compared with 53 weeks in fiscal year 1995 and 52 weeks in fiscal year 1994.
Consolidation: The consolidated financial statements include the accounts of the
Company and its subsidiaries after elimination of all significant intercompany
balances and transactions.
Estimates and Assumptions: The preparation of financial statements in conformity
with generally accepted accounting principles 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.
As of the date of the merger, a deferred tax asset was established representing
the estimated future tax benefit anticipated to be realized from the use of
Triple-I's net operating loss carryforward and deductible temporary differences
and the Company's deductible temporary differences existing at the date of the
merger to reduce anticipated taxable income of the Company to be realized
subsequent to the merger. The Company believes that it is more likely than not
that such tax benefits will be realized based on the combined companies' past
and anticipated future results of operations and after considering provisions of
the tax law, such as the change in ownership provisions, that restrict the
future use of Triple-I's tax benefits.
Stock Based Compensation: The Company accounts for its stock based compensation
arrangements under the provisions of APB 25, "Accounting for Stock Issued to
Employees", and intends to continue to do so.
Revenue Recognition: Revenues are recognized when products are shipped and
services are rendered.
21
<PAGE> 22
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--Continued
Cash Equivalents: Cash equivalents consist of investments in short-term, highly
liquid securities having an initial maturity of three months of less.
Inventories: Inventories are stated at the lower of cost (first-in first-out) or
market.
Long-Lived Assets: In fiscal 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of". The Company reviews for the
impairment of long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not recoverable. Under Statement No. 121, an impairment loss would be
recognized when estimated future cash flows expected to result from the use of
the asset and its eventual disposition is less than its carrying amount. No such
impairment losses have been identified by the Company.
Property and Equipment: Property and equipment are stated at cost, net of
depreciation and amortization which are provided on the straight-line method
over their estimated useful lives, generally as follows:
Equipment - 3 to 7 years
Leasehold improvements- length of lease or life of asset, whichever is
shorter.
Property and equipment consists of the following:
<TABLE>
<CAPTION>
1996 1995
-------------------------------------- ---------------------------------------
Property Property
and Lease and Lease
Equipment Hold Total Equipment Hold Total
--------- -------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Property and equipment, at cost $ 9,977 $ 1,319 $ 11,296 $ 6,755 $ 541 $ 7,296
Accumulated depreciation
and amortization (4,869) (215) (5,084) (3,711) (141) (3,852)
-------- -------- -------- -------- -------- --------
Net property and equipment $ 5,108 $ 1,104 $ 6,212 $ 3,044 $ 400 $ 3,444
======== ======== ======== ======== ======== ========
</TABLE>
Intangible Assets: Intangible assets principally consist of the unamortized
balances of the excess of cost over the fair value of the net assets of
companies acquired. The intangibles are being amortized using the straight-line
method over five years.
Income Taxes: Income taxes are provided using the liability method in accordance
with SFAS No. 109, "Accounting for Income Taxes". (See Note E)
Translation of Foreign Currencies: The U.S. dollar is the Company's functional
currency throughout the world. Foreign currency gains and losses resulting from
the translation of the foreign currency financial statements of certain
subsidiaries and foreign currency transactions are included in the results of
operations.
Foreign Exchange Contracts: Gains and losses on foreign currency option and
forward contracts designated as hedges of existing assets and liabilities and of
identifiable firm commitments are deferred and included in measurement of the
related foreign currency transaction. (See Note O)
Advertising: The Company expenses the production cost of advertising the first
time the advertising takes place. Advertising expense totaled $1,300,000,
$1,500,000 and $1,200,000 for the years ended November 1, 1996, November 3, 1995
and October 28, 1994, respectively.
Per Share Data: Per share data are computed on the basis of the weighted average
number of shares of common stock outstanding and, if applicable, the assumed
exercise of dilutive outstanding stock options using the treasury stock method.
22
<PAGE> 23
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE D--INVENTORIES
Inventories consist of:
<TABLE>
<CAPTION>
November 1, November 3,
1996 1995
---------- ----------
(Dollars in thousands)
<S> <C> <C>
Service parts $ 2,396 $ 1,137
Materials 5,257 3,374
Work-in-process 2,654 1,431
Finished goods 1,994 3,376
------- -------
$12,301 $ 9,318
======= =======
</TABLE>
23
<PAGE> 24
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE E--INCOME TAXES
Prior to the Merger, Autologic and its subsidiaries were included in the
consolidated federal income tax return of Volt and were therefore jointly and
severally liable with Volt for any income taxes payable by the consolidated
group. Volt has agreed to indemnify the Company against any loss or liability
that may result from such inclusion. Federal income taxes were provided for in
the accompanying consolidated financial statements as if the Company and its
domestic subsidiary had filed their own consolidated income tax returns prior to
the Merger.
<TABLE>
<CAPTION>
For the Fiscal Year Ended
-------------------------------------
November 1, November 3, October 28,
1996 1995 1994
---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
The components of income (loss) before
income taxes based on the location of
operations, consist of the following:
Domestic $(6,216) $(7,442) $(3,650)
Foreign 1,088 3,334 709
------- ------- -------
$(5,128) $(4,108) $(2,941)
======= ======= =======
Income tax provision (benefit) includes:
Current:
Federal $ 11 $ -- $ --
Foreign 1,475 739 561
State and local (13) 4 4
------- ------- -------
Total current 1,473 743 565
------- ------- -------
Deferred:
Federal (796) -- --
Foreign (663) 134 (44)
State and local (151) -- --
------- ------- -------
Total deferred (1,610) 134 (44)
------- ------- -------
Total income tax provision (benefit) $ (137) $ 877 $ 521
======= ======= =======
</TABLE>
The consolidated effective tax rates are different than the U.S. Federal
statutory rate. The differences result from the following:
<TABLE>
<CAPTION>
For the Fiscal Year Ended
------------------------------------------
November 1, November 3, October 28,
1996 1995 1994
---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
Statutory rate (34.0%) (34.0%) (34.0%)
Loss without federal tax benefit 27.8 47.8 44.4
Tax effect of foreign operations 2.6 5.9 5.8
State taxes (3.2) 0.1 0.1
Other - net 4.1 1.3 1.1
----- ----- -----
Effective tax rate (2.7%) 21.1% 17.4%
===== ===== =====
</TABLE>
24
<PAGE> 25
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE E--INCOME TAXES--Continued
Deferred income taxes reflect the net tax effects of changes in the temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
November 1, November 3,
1996 1995
---------- ----------
(Dollars in thousands)
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts $ 741 $ 297
Inventory valuation 2,843 2,130
Net operating loss carryforwards 2,764(a) 439(a)
Worthless stock deduction 1,190(b) --
Vacation accruals 329 212
Foreign asset bases 756 116
Warranty accruals 263 220
Accelerated depreciation 22 13
Other -- Net 443 --
------ ------
Total deferred tax assets 9,351 3,427
Valuation allowance for deferred tax assets -- 3,311
------ ------
Net deferred tax assets 9,351 116
------ ------
Balance sheet classification:
Current assets 5,797 116
Non-current assets 3,554 --
------ ------
Net deferred tax assets $9,351 $ 116
====== ======
</TABLE>
(a) As of November 3, 1995, the Company had $439,000 carryforward relating to
the losses of a branch operating in France of, which $242,000 relates to net
operating losses that can be carried forward without limitation and the balance
relates to net operating losses that expire principally in 1998. As of November
1, 1996, the Company had a net operating loss carryforward of $2,764,000 of
which $1,632,000 expires in 2008 and $1,132,000 expires in 2011.
(b) The worthless stock deduction of $1,190,000 relates to the Company's French
subsidiary which will be liquidated in fiscal year 1997.
The valuation allowance was decreased during fiscal 1996 by $3,311,000 as a
result of expected utilization of domestic net operating loss and foreign tax
credit carryforwards. (See Note C)
The increase in the deferred tax asset is primarily attributable to acquisition
of Triple-I deferred tax assets partially offset by pre-acquisition net
operating losses used in the Volt consolidated tax return.
As of November 1, 1996 certain affiliates had undistributed earnings aggregating
$1,088,000 which are considered permanently invested, accordingly, no federal
income taxes have been provided. Determination of the amount of unrecognized
deferred U.S. income tax liability is not practical because foreign tax credits
would be available to reduce the same portion of the U.S. liability.
25
<PAGE> 26
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE F--STOCK OPTIONS
The Company has adopted the Triple-I 1976 Employees' Stock Option Incentive Plan
("Employees' Plan") and the Triple-I 1992 Directors' Stock Option Plan
("Directors' Plan"), and has established a 1995 Employees' Incentive Stock
Option Plan ("New Plan"). Under the former Triple-I plans, shares of the Company
will now be issued instead of the shares of Triple-I. A summary of each of these
plans follows.
Employees' Plan: The plan provides for the granting of options to purchase
Triple-I's common stock at a price equal to at least 100% of the fair market
value of Triple-I's stock on the date of grant. As of November 1, 1996, options
to purchase 345,000 shares of the Company's common stock at exercise prices
ranging from $7.25 to $9.75 per share were outstanding. All such options are
fully vested.
Directors' Plan: The plan provides for the granting of options to purchase
Triple-I's common stock at a price equal to at least 100% of the fair market
value of Triple-I's stock on the date of grant. As of November 1, 1996, options
to purchase 12,000 shares of the Company's common stock at exercise prices
ranging from $7.25 to $11.50 per share were outstanding. All such options are
fully vested.
New Plan: The Company has adopted a stock option plan that provides for the
granting of options to purchase up to 150,000 shares of the Company's common
stock at a price equal to at least 100% of the fair market value of the
Company's common stock on the date of grant to employees, directors or
consultants of the Company, its subsidiaries and Volt. The options may be
exercised for periods up to ten years. As of November 1, 1996, options to
purchase 92,000 shares of the Company's common stock which were granted to
employees of the Company at a price of $12.00 per share and options to purchase
40,500 shares of the Company common stock, which were granted to officers of
Volt in connection with the acquisition of Triple-I (18,000 at $13.20 per share
and 22,500 at $12.00 per share), were outstanding.
Transactions involving outstanding stock options were:
<TABLE>
<CAPTION>
Employees' Plan Directors' Plan New Plan
---------------------- --------------------- --------------------
Number Total Number Total Number Total
of Option of Option of Option
Shares Price Shares Price Shares Price
-------- -------- -------- ------- -------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Outstanding, October 29, 1993 684,000 $ 5,634 66,000 $ 686 -- $ --
Granted 74,000 603 -- -- -- --
Canceled (205,875) (1,714) -- -- -- --
Exercised (29,625) (228) -- -- -- --
-------- -------- -------- -------- -------- --------
Outstanding, October 28, 1994 522,500 4,295 66,000 686 -- --
Granted 171,750 1,331 -- -- -- --
Canceled (145,750) (1,328) (41,000) (471) -- --
Exercised (13,750) (101) (9,000) (65) -- --
-------- -------- -------- -------- -------- --------
Outstanding, November 3, 1995 534,750 4,197 16,000 150 -- --
Granted -- -- -- -- 135,000 1,642
Canceled (149,750) (1,125) (4,000) (46) (2,500) (30)
Exercised (40,000) (304) -- -- -- --
-------- -------- -------- -------- -------- --------
Outstanding, November 1, 1996 345,000 $ 2,768 12,000 $ 104 132,500 $ 1,612
======== ======== ======== ======== ======== ========
Exerciseable, November 1, 1996
at prices ranging from $7.25
to $13.20 345,000 $ 2,768 12,000 $ 104 -- $ --
</TABLE>
26
<PAGE> 27
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE G--PREFERRED STOCK
The preferred stock authorized is issuable in one or more series from
time-to-time at the discretion of the Company's Board of Directors. The Board is
authorized, with respect to each series, to fix its designation, powers,
preferences, rights and limitations.
NOTE H--COMMITMENTS
Future minimum rental commitments as of November 1, 1996 for all noncancelable
operating leases, including commitments totaling $1,200,00, reserved for as part
of the restructuring costs are as follows:
<TABLE>
<CAPTION>
Fiscal Office
Year Total Space Equipment
- - - - ------ ------- -------- ---------
(Dollars in thousands)
<C> <C> <C> <C>
1997 $ 2,447 $ 2,220 $ 227
1998 2,317 2,118 199
1999 1,398 1,335 63
2000 1,077 1,077 --
2001 268 268 --
Thereafter 1,838 1,838 --
</TABLE>
Rental expense for all operating leases for fiscal years 1996, 1995, and 1994
was $2,077,000, $2,846,000 and $2,738,000, respectively. Many of the leases also
require the Company to pay or contribute to property taxes, insurance and
ordinary repairs and maintenance. (See Note O)
NOTE I--CONTINGENCIES
The Company is currently involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management, the ultimate
resolution of such claims and actions will not have a materially adverse effect
on the Company's financial position or results or operations.
NOTE J--INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in one principal industry segment which consists of
designing, developing, manufacturing, assembling, integrating, marketing,
selling and servicing of computerized image setting and publication systems and
equipment and software that automate the various prepress production steps in
the publishing process. The Company products are primarily for the newspaper,
publishing industry, the commercial printing industry and other organizations
having internal publishing facilities. Foreign operations are conducted through
the Company subsidiaries. Export sales from the United States to such entities
are generally priced above cost but below end-user prices.
Operating profit is comprised of total revenues less operating expenses. In
computing operating profit, none of the following items have been added or
deducted: interest expense, foreign exchange gain (loss), other income (expense)
and income taxes. Identifiable assets of geographic areas are those assets that
are used in the Company's operations in such area.
27
<PAGE> 28
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE J--INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION--Continued
The following table contains information relating to the Company's operations in
various geographical areas:
<TABLE>
<CAPTION>
Year Ended
----------------------------------------
November 1, November 3, October 28,
1996 1995 1994
---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
Revenues:
United States:
Unaffiliated United States customers $ 34,991 $ 26,959 $ 27,558
Affiliated United States customers 758 798 664
Export sales, unaffiliated foreign customers,
principally in Canada, South and Central America 8,798 3,536 4,127
Export sales-interarea transfers 18,484 17,305 14,034
-------- -------- --------
63,031 48,598 46,383
Europe:
Unaffiliated customers
Germany 10,497 9,909 6,563
Other countries 21,431 15,999 16,257
-------- -------- --------
31,928 25,908 22,820
Australia:
Unaffiliated customers 12,116 12,623 9,312
Canada:
Unaffiliated customers 645 581 842
Eliminations-interarea transfers (18,484) (17,305) (14,034)
-------- -------- --------
$ 89,236 $ 70,405 $ 65,323
-------- -------- --------
Operating profit (loss):
United States $ (6,049) $ (5,298) $ (2,005)
Germany 837 1,500 201
Other European countries 585 521 101
Australia 754 1,373 545
Canada 331 143 200
Eliminations (371) (26) 111
-------- -------- --------
$ (3,913) $ (1,787) $ (847)
======== ======== ========
Identifiable assets:
United States $ 48,838 $ 13,563 $ 14,828
Germany 4,145 5,163 2,951
Other European countries 10,032 7,726 7,654
Australia 3,453 4,459 4,161
Canada 1,112 1,117 1,064
Eliminations (8,295) (337) (443)
-------- -------- --------
$ 59,285 $ 31,691 $ 30,215
======== ======== ========
Liabilities of entities comprising the Company's
foreign operations $ 5,663 $ 6,636 $ 5,662
======== ======== ========
</TABLE>
28
<PAGE> 29
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE K--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of unaudited quarterly results of operations for
fiscal years ended November 1, 1996 and November 3, 1995. Each quarter contains
thirteen weeks except for the fourth quarter of fiscal year 1995 which had
fourteen weeks.
<TABLE>
<CAPTION>
Fiscal 1996 Quarters
-----------------------------------------------------
First Second (a) Third (a) Fourth (a)
-------- ---------- -------- ---------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net sales $ 16,547 $ 25,944 $ 21,569 $ 25,176
Gross profit $ 3,690 $ 9,660 $ 7,410 $ 7,335
Net income (loss) $ (3,747) $ 840 $ (678) $ (1,406)
Income (loss) per share:
Net income (loss) $ (1.06) $ 0.15 $ (0.12) $ (0.24)
</TABLE>
<TABLE>
<CAPTION>
Fiscal 1995 Quarters
-----------------------------------------------------
First Second Third Fourth
-------- -------- -------- --------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net sales $ 16,000 $ 16,703 $ 16,666 $ 21,036
Gross profit $ 5,175 $ 5,327 $ 5,415 $ 5,904
Net (loss) $ (1,232) $ (1,298) $ (1,435) $ (1,020)
(Loss) per share:
Net (loss) $ (0.37) $ (0.39) $ (0.43) $ (0.31)
</TABLE>
(a) Includes operations of Triple-I acquired under the purchase method of
accounting on January 29, 1996.
Historically, the Company's results of operations have been adversely affected
in the first fiscal quarter, as a result of reduced requirements for its
services and technical personnel due to the holiday season.
NOTE L--EMPLOYEE BENEFITS
The Company has a savings plan which permits eligible employees to make
contributions on a pretax salary reduction basis in accordance with the
provisions of Section 401(k) of the Internal Revenue Code. The Company does not
match employees' contributions.
NOTE M--FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Company to concentrations of
credit risk are primarily cash investments and accounts receivable. At November
1, 1996, the Company's cash investments were primarily in investment grade,
short-term instruments. Concentrations of credit risk with respect to the
receivables are limited due to the large number of customers in the Company's
customer base and their dispersion across different industries and geographic
areas.
The Company purchases foreign currency option contracts to hedge the adverse
impact on its foreign currency receivables and sales when the dollar strengthens
against the related foreign currencies. Foreign exchange (gains) losses in the
accompanying statements of operations include (1) any gain on option contracts,
which are recognized in income in the same period as losses on the hedged
receivables and reduced dollar amount of sales and (2) the premium cost of
option contracts, which is amortized over the contract period. At November 1,
1996, the Company had purchased options, all of which expire in the first
quarter of fiscal 1997, at a cost of $81,000, to exchange various European
currencies for U.S. dollars, in the aggregate notional amount of $5,500,000.
There are no unrealized gains or losses on these contracts at such date.
Counterparties to the currency option contracts are major banks. Credit loss
from counterparty nonperformance is not anticipated.
The carrying amount of financial instruments including cash and cash
equivalents, accounts receivable, accounts payable and notes payable to banks
approximated fair value as of November 1, 1996 and November 3, 1995, due to the
relatively short maturity of these instruments.
29
<PAGE> 30
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE N--CHARGES FROM VOLT
In addition to rent expense, prior to the merger of Autologic into the Company,
Volt allocated to Autologic a proportional share of corporate general and
administrative expenses(on the basis of assets employed) and interest on amounts
payable by Autologic to Volt on a non-compounding basis. Since to the merger,
the rent has been significantly reduced (see Note O), general and administrative
services are being substantially performed by the Company's internal staff and
third-party providers and, due to the contribution by Volt to capital of the
amounts owed Volt by Autologic, interest charged by Volt has ceased.
In addition to the above costs, Volt pays insurance premiums and incurs other
costs on behalf of the Company. Such costs are reflected in the Company's
results of operations.
During the fiscal year ended November 1, 1996, the Company incurred $27,000 in
legal fees payable to Volt under a $3,000 per month retainer arrangement that
provides the Company access to Volt's in-house legal staff.
As of November 1, 1996, the Company had a $771,000 payable to Volt due as a
result of post-merger activity, including certain merger costs incurred by the
Company and paid by Volt.
The Company sells equipment and service to Volt for resale and internal use.
These sales to Volt, if for resale, are priced at approximately 80% of normal
end-user prices and, if for internal use, at normal end-user prices.
The following is an analysis of the intercompany account with Volt.
<TABLE>
<CAPTION>
For the Fiscal Year Ended
November 1, November 3, October 28,
1996 1995 1994
---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
Balance payable at beginning $ 88,109 $ 83,771 $ 78,091
Charges from Volt:
Rent 1,022 1,702 1,702
General and administrative 197 899 836
Legal 27 -- --
Interest 583 2,591 1,962
-------- -------- --------
1,829 5,192 4,500
-------- -------- --------
Expenditures of Volt on behalf of Autologic or the Company:
Insurance 719 1,639 1,723
Real estate taxes 79 78 78
Foreign currency option premiums, net of gains - Note M 256 107 217
Other 180 203 177
-------- -------- --------
1,234 2,027 2,195
-------- -------- --------
Contribution to capital of amounts
payable to Volt (89,525) -- --
Sales to Volt (758) (798) (664)
Cash transfers paid to Volt (118) (2,083) (351)
-------- -------- --------
Balance payable at end of year $ 771 $ 88,109 $ 83,771
======== ======== ========
Average balance payable during the year $ 11,883 $ 85,799 $ 81,350
======== ======== ========
</TABLE>
30
<PAGE> 31
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE O--OTHER RELATED PARTY TRANSACTIONS
Volt has agreed to provide the Company credit facilities of $2,250,000 at the
prime rate in effect at The Chase Manhattan Bank (8.25% at November 1, 1996).
There were no borrowings under the Agreement as of November 1, 1996.
Notes payable of $707,000 at November 3, 1995 were guaranteed by Volt. The
weighted average interest rate of such borrowings at November 3, 1995 was 9.25%.
A new three-year lease, commencing on the effective date of the merger, was
entered into between the Company, as lessee, and a wholly-owned subsidiary of
Volt, as lessor, for space previously occupied by Autologic as its headquarters
and manufacturing facility in Thousand Oaks, California. The lease provides for
an initial monthly rental of $67,107 for a six-month period, subject to
adjustment by the Board of Directors of the Company within seven months (which
date has been extended) after the commencement date of the lease, as to the base
rent, the term of the lease and the amount of space rented. The lease provides
for further adjustment not earlier than two years after such date and from
time-to-time thereafter. The lease also provides for the Company to pay all real
estate taxes, insurance, utilities and repairs related to the facility.
NOTE P--SUBSEQUENT EVENTS
On January 2, 1997, the Digiflex division of the Company was sold to an
unaffiliated third party. Digiflex offers a value-added network to link
advertisers and newspapers through digital delivery of ads. Digiflex had a
history of losses prior to the merger and lost approximately $691,000 during
fiscal 1996. The sale will result in a net book value loss of approximately
$150,000 in the first quarter of fiscal 1997.
31
<PAGE> 32
ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
The information called for by Part III (Items 10, 11, 12 and 13) of Form 10-K
(except information as to the Company's executive officers, which information
follows Item 4 in this Report), will be included in the Company's Proxy
Statement which the Company intends to file within 120 days after the close of
its fiscal year ended November 1, 1996, and is hereby incorporated by reference
to such Proxy Statement.
32
<PAGE> 33
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FROM 8-K
14(a)(1). Financial Statements
The following consolidated financial statements are included in Item
8:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheets--November 1, 1996 and
November 3, 1995 15
Consolidated Statements of Operations--Years ended November 1, 1996,
November 3, 1995 and October 28, 1994 16
Consolidated Statements of Stockholders' Equity--Years ended
November 1, 1996, November 3, 1995 and October 28, 1994 17
Consolidated Statements of Cash Flows--Years ended November 1, 1996,
November 3, 1995 and October 28, 1994 18
Notes to Consolidated Financial Statements. 20
14(a)(2). Financial Statement Schedules
The following consolidated financial statement schedule is included in
response to Item 14(d)
Schedule II--Valuation and qualifying accounts
S-1
</TABLE>
Other schedule (Nos I, III, IV and V) for which provision is made in
the applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are not
applicable and, therefore, have been omitted.
33
<PAGE> 34
14(a)(3) Exhibits
<TABLE>
<CAPTION>
Exhibit Description
- - - - ------- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of October 5, 1995, as amended
as of November 10, 1995 and December 7, 1995, among Volt Information
Sciences, Inc., Autologic Information International, Inc. (formerly
Autologic, Incorporated) and Information International, Inc.
(Incorporated by reference to Appendix I to the Company's Consent
Statement/Prospectus contained in Amendment No. 2 to the Company's
Registration Statement on Form S-4, No. 333-99278.)
4.1 Restated Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware on November 8, 1995.
(Incorporated by reference to Exhibit No. 4.1 in the initial filing of
the Company's Registration Statement on Form S-4, No. 333-99278).
4.2 Amended and Restated Bylaws of the Company. (Incorporated by reference
to Exhibit No. 4.2 in the initial filing of the Company's Registration
Statement on Form S-4, No. 333-99278).
10.1(a)+ Employment Agreement between the Company and Alden Edwards.
(Incorporated by reference to Exhibit 10.1(a) to Amendment No. 1 to the
Company's Registration Statement on Form S-4, No. 333-99278.)
10.1(b)+ Employment Agreement between the Company and Dennis Doolittle.
(Incorporated by reference to Exhibit 10.1(b) to Amendment No. 1 to the
Company's Registration Statement on Form S-4, No. 333-99278.)
10.2(a)+ Triple-I's 1976 Employee's Incentive Stock Option Plan, as extended,
amended and assumed by the Company. (Incorporated by reference to
Exhibit 10.2(a) to Amendment No. 1 to the Company's Registration
Statement on Form S-4, No. 333-99278.)
10.2(b)+ Triple-I's 1985 Director's Stock Option Plan as assumed by the Company.
(Incorporated by reference to Exhibit 10.2(b) to Amendment No. 1 to the
Company's Registration Statement on Form S-4, No. 333-99278.)
10.2(c)+ The Company's 1995 Stock Option Plan. (Incorporated by reference to
Exhibit 10.2(c) to Amendment No. 1 to the Company's Registration
Statement on Form S-4, No. 333-99278.)
10.3 Lease between the Company and Volt Realty Two, Inc. (Incorporated by
reference to Exhibit 10.3 to Amendment No. 1 to the Company's
Registration Statement on Form S-4, No. 333-99278.)
10.4 Shareholders' Stock Voting Agreement among Volt Information Sciences,
Inc., Charles Ying, Leroy Bell, John Kountz and Ralph Roth.
(Incorporated by reference to Exhibit 10.4 in the initial filing of the
Company's Registration Statement on Form S-4, No. 333-99278.)
10.5 Registration Rights Agreement between Volt Information Sciences, Inc.
and the Company. (Incorporated by reference to Exhibit 10.5 to
Amendment No. 1 to the Company's Registration Statement on Form S-4,
No. 333-99278.)
10.6 Registration Rights Agreement among Fidelity International Limited,
FMR Corp., American and Fidelity Special Situations Trust and the
Company. (Incorporated by reference to Exhibit 10.6 to Amendment No. 2
to the Company's Registration Statement on Form S-4, No. 333-99278.)
21.1* Subsidiaries of the Company.
23.1* Consent of Ernst & Young LLP.
27* Financial Data Schedule
</TABLE>
- - - - ----------
* Filed herewith
+ Management contract or compensation plan or arrangement
34
<PAGE> 35
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description
- - - - ------- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of October 5, 1995, as amended
as of November 10, 1995 and December 7, 1995, among Volt Information
Sciences, Inc., Autologic Information International, Inc. (formerly
Autologic, Incorporated) and Information International, Inc.
(Incorporated by reference to Appendix I to the Company's Consent
Statement/Prospectus contained in Amendment No. 2 to the Company's
Registration Statement on Form S-4, No. 333-99278.)
4.1 Restated Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware on November 8, 1995.
(Incorporated by reference to Exhibit No. 4.1 in the initial filing of
the Company's Registration Statement on Form S-4, No. 333-99278).
4.2 Amended and Restated Bylaws of the Company. (Incorporated by reference
to Exhibit No. 4.2 in the initial filing of the Company's Registration
Statement on Form S-4, No. 333-99278).
10.1(a)+ Employment Agreement between the Company and Alden Edwards.
(Incorporated by reference to Exhibit 10.1(a) to Amendment No. 1 to the
Company's Registration Statement on Form S-4, No. 333-99278.)
10.1(b)+ Employment Agreement between the Company and Dennis Doolittle.
(Incorporated by reference to Exhibit 10.1(b) to Amendment No. 1 to the
Company's Registration Statement on Form S-4, No. 333-99278.)
10.2(a)+ Triple-I's 1976 Employee's Incentive Stock Option Plan, as extended,
amended and assumed by the Company. (Incorporated by reference to
Exhibit 10.2(a) to Amendment No. 1 to the Company's Registration
Statement on Form S-4, No. 333-99278.)
10.2(b)+ Triple-I's 1985 Director's Stock Option Plan as assumed by the Company.
(Incorporated by reference to Exhibit 10.2(b) to Amendment No. 1 to the
Company's Registration Statement on Form S-4, No. 333-99278.)
10.2(c)+ The Company's 1995 Stock Option Plan. (Incorporated by reference to
Exhibit 10.2(c) to Amendment No. 1 to the Company's Registration
Statement on Form S-4, No. 333-99278.)
10.3 Lease between the Company and Volt Realty Two, Inc. (Incorporated by
reference to Exhibit 10.3 to Amendment No. 1 to the Company's
Registration Statement on Form S-4, No. 333-99278.)
10.4 Shareholders' Stock Voting Agreement among Volt Information Sciences,
Inc., Charles Ying, Leroy Bell, John Kountz and Ralph Roth.
(Incorporated by reference to Exhibit 10.4 in the initial filing of the
Company's Registration Statement on Form S-4, No. 333-99278.)
10.5 Registration Rights Agreement between Volt Information Sciences, Inc.
and the Company. (Incorporated by reference to Exhibit 10.5 to
Amendment No. 1 to the Company's Registration Statement on Form S-4,
No. 333-99278.)
10.6 Registration Rights Agreement among Fidelity International Limited, FMR
Corp., American and Fidelity Special Situations Trust and the Company.
(Incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the
Company's Registration Statement on Form S-4, No. 333-99278.)
21.1* Subsidiaries of the Company.
23.1* Consent of Ernst & Young LLP.
27* Financial Data Schedule
</TABLE>
- - - - ----------
* Filed herewith
+ Management contract or compensation plan or arrangement
35
<PAGE> 36
14(b). Reports on Form 8-K
The only Report on Form 8-K filed during the fourth quarter of the year ended
November 1, 1996 was a report dated September 30, 1996 (date of earliest event
reported), reporting Item 5. Other Events and exhibits under Item 7. Financial
Statements and Exhibits.
UNDERTAKING
The Company hereby undertakes to furnish to the Securities and Exchange
Commission, upon request, all constituent instruments defining the rights of
holders of long-term debt of the Company and its consolidated subsidiaries not
filed herewith. Such instruments have not been filed since none are, nor are
being, registered under Section 12 of the Securities Exchange Act of 1934 and
the total amount of securities authorized under any such instruments does not
exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis.
36
<PAGE> 37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
Dated: Thousand Oaks, California
January 24, 1997
BY: /s/William Shaw
--------------------------------
William Shaw
Chairman of the Board, Director and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - - - --------- ----- ----
<S> <C> <C>
/s/William Shaw Chairman of the Board, January 24, 1997
- - - - --------------------------------- Director and Chief Executive Officer
William Shaw
/s/Dennis D. Doolittle Vice Chairman of the Board, January 24, 1997
- - - - --------------------------------- Director and Chief Operating Officer
Dennis D. Doolittle
/s/Alden L. Edwards President and Director January 24, 1997
- - - - ---------------------------------
Alden L. Edwards
/s/Anthony F. Marrelli Chief Financial Officer January 24, 1997
- - - - ---------------------------------
Anthony F. Marrelli
/s/John S. Griffin Controller and Principal Accounting January 24, 1997
- - - - --------------------------------- Officer
John S. Griffin
/s/James J. Groberg Director January 24, 1997
- - - - ---------------------------------
James J. Groberg
/s/Jerome Shaw Director January 24, 1997
- - - - ---------------------------------
Jerome Shaw
Director
- - - - ---------------------------------
Paul McGarrell
Director
- - - - ---------------------------------
Ralph S. Roth
Director
- - - - ---------------------------------
Leroy Bell
Director
- - - - ---------------------------------
Brian LeClair
</TABLE>
37
<PAGE> 38
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- - - - -------- --------- ---------------------------- --------- ---------
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
of Period Expenses Accounts Deductions of Period
---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Description Year ended November 1, 1996:
Deducted from asset accounts:
Allowance for uncollectible accounts $ 651,000 $1,096,000(1) $ 849,000(2) $ 375,000(3) $2,221,000
Year ended November 3, 1995:
Deduction from asset accounts:
Allowance for uncollectible accounts $1,008,000 $ 184,000(1) $ 541,000(3) $ 651,000
Year ended October 28, 1994:
Deduction from asset accounts:
Allowance for uncollectible accounts $1,266,000 $ 20,000(1) $ 278,000(3) $1,008,000
</TABLE>
(1) Includes a foreign currency translation gain of $4,000 (1996) and a
loss of $5,000 (1995) and $58,000 (1994).
(2) Pertains to the opening balance of Triple-I acquired on January 29,
1996.
(3) Write-off of uncollectible accounts, net of recoveries.
S-1
<PAGE> 1
EXHIBIT 21.1
AUTOLOGIC INFORMATION INTERNATIONAL, INC. AND SUBSIDIARIES
EXHIBIT 21.1--SUBSIDIARIES OF THE REGISTRANT
The following is a list of the subsidiaries and joint ventures of the Company as
of January 17, 1997 (exclusive of certain subsidiaries which, if considered in
the aggregate, would not, as of November 1, 1996, constitute a significant
subsidiary within the meaning of Rule 1-02(v) of Regulation S-X). All of such
subsidiaries, to the extent they were active during fiscal 1995, are included as
consolidated subsidiaries in the Registrant's consolidated financial statements
as of November 1, 1996.
Jurisdiction
of
Name (1) Incorporation
- - - - -------- -------------
Xitron, Incorporated Michigan
Autologic Information International, Inc. Canada
Autologic Information International, Limited United Kingdom
Autologic Information International, A.B. Sweden
Autologic Information International, Ltd. Israel
Autologic Information International, Pty Limited Australia
Information International Incorporated Ltd. United Kingdom
Information International Incorporated S.A. France
Information International Overseas Corporation California
Information International Foreign Sales Corporation California
Autologic Information International Ltd. Nevada
- - - - ----------
(1) Except as noted, each named subsidiary is wholly owned, directly or
indirectly, by the Company, except that in the case of certain foreign
subsidiaries, qualifying shares may be registered in the name of directors
and/or other subsidiaries of the Company.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-12991) pertaining to the 1976 Employees' Incentive
Stock Option Plan and (Form S-8 No. 333-11565) pertaining to the 1995 Stock
Option Plan and to the incorporation by reference in the Registration Statement
(Form S-3/A No. 333-11547, Form S-3 No. 333-11547, and Form S-4 No. 33-99278)
and the related Prospectuses of our report dated December 19, 1996, with respect
to the consolidated financial statements of Autologic Information International,
Inc. included in its Annual Report (Form 10-K) for the year ended November 1,
1996.
/s/ ERNST & YOUNG LLP
------------------------------
Ernst & Young LLP
Woodland Hills, California
January 29, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-01-1996
<PERIOD-START> NOV-04-1995
<PERIOD-END> NOV-01-1996
<CASH> 6,133
<SECURITIES> 0
<RECEIVABLES> 21,761
<ALLOWANCES> 0
<INVENTORY> 12,301
<CURRENT-ASSETS> 47,085
<PP&E> 6,212
<DEPRECIATION> 0
<TOTAL-ASSETS> 59,285
<CURRENT-LIABILITIES> 23,274
<BONDS> 0
0
0
<COMMON> 58
<OTHER-SE> 35,953
<TOTAL-LIABILITY-AND-EQUITY> 59,285
<SALES> 89,236
<TOTAL-REVENUES> 89,236
<CGS> 0
<TOTAL-COSTS> 93,149
<OTHER-EXPENSES> (1,215)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,128)
<INCOME-TAX> (137)
<INCOME-CONTINUING> (4,991)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,991)
<EPS-PRIMARY> (.96)
<EPS-DILUTED> (.96)
</TABLE>
