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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 3, 2000
INTERNATIONAL TOTAL SERVICES, INC.
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(Exact Name of Registrant as Specified in Charter)
Ohio 0-23073 14-1264201
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No)
CROWN CENTRE, 5005 ROCKSIDE ROAD, INDEPENDENCE, OHIO 44131
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 642-4522
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ITEM 5. OTHER EVENTS
On February 3, 2000, International Total Services, Inc. issued a press
release, a copy of which is attached as Exhibit 99.1 and is incorporated herein
by reference.
ITEM 7. EXHIBITS
99.1 Press Release dated February 3, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 3, 2000 INTERNATIONAL TOTAL SERVICES, INC.
By: /s/ Mark D. Thompson
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Mark D. Thompson
President
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Exhibit 99.1
[LOGO OF ITS]
International Total Services to Restate Past Three Fiscal Years
CLEVELAND--(BUSINESS WIRE)--Feb. 3, 2000--International Total Services,
Inc. (stock symbol ITSW) announced today it has been advised by its outside
independent auditor that it should expect to receive an opinion stating that
there is "substantial doubt about the company's ability to continue as a going
concern" in connection with the audit of its financial statements for the fiscal
year ended March 31, 1999. In addition, the company announced that, as a result
of facts uncovered during the audit of fiscal 1999 financial statements, it will
be necessary to restate downward previously announced results of operations for
each of its fiscal years ended March 31, 1999, 1998 and 1997. The company
announced in November 1999 that it would revise downward its previously
announced results for the fiscal year ended March 31, 1999 and the first quarter
of fiscal 2000.
At this time, the company said it cannot predict when it will be able to
release its restated financial results. The company did, however, announce that
it expects the net aggregate amount of downward adjustments to previously-
announced results for the fiscal years 1997, 1998, and 1999 to be approximately
$9 million (approximately 70% of which pertains to fiscal 1999), and that it
expects the net downward adjustments to the previously-announced results for the
first quarter of fiscal 2000 to be approximately $2 million. The vast majority
of adjustments relate to understatement of liabilities and nonrecognition of
expenses. The company also stated that its audit committee has retained counsel
to examine the facts and circumstances underlying these adjustments.
The company also announced that it had received a waiver of certain
defaults under its credit facility through April 1, 2000, although the entire
outstanding balance of the credit facility is due and payable on April 1, 2000.
The company intends to seek an extension of the credit facility before April 1,
2000, but there can be no assurance that such an extension will be obtained. If
an extension is not obtained from the company's current lenders, the company
will seek to refinance its outstanding borrowings under the credit facility on
or prior to April 1, 2000 or pursue other sources of funding, although there can
be no assurance that a refinancing or other sources of funding will be available
on terms satisfactory to the company.
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Forward-looking statements in this release including, without limitation,
statements relating to the company's plans, strategies, objectives,
expectations, intentions, and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause the actual results, performance
or achievements of the company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These factors include, among others, the continued
waiver by the company's lenders of defaults and the company's ability to pay
off or refinance its credit facility, unanticipated losses of service
contracts, economic and labor conditions in the aviation industry and
commercial security industry, the transition to new management, and negative
publicity regarding the airline security and services and commercial staffing
services industries. The company undertakes no obligations to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
International Total Services, or "ITS," is a significant domestic provider
of aviation contract support services and also provides commercial security
staffing services. ITS provides services to customers in more than 300 cities
in the United States and Europe. Aviation services offered by ITS include
skycap, baggage handling and aircraft appearance services, and wheelchair and
electric cart operations. ITS' security services include the provision of
commercial staffing services to aviation clients, government and business
clients, hospitals, arenas and museums. Price quotes for the company's common
stock currently appear on the Electronic Quotation System of the National
Quotation Bureau LLC.
CONTACT: International Total Services, Inc.
Terri Jones, EVP, 216/642-4522
