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Previous: PRUDENTIAL ALLOCATION FUND, DEFA14A, 1995-08-02 |
Next: SMITH BARNEY ARIZONA MUNICIPALS FUNDS INC, 497, 1995-08-02 |
<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
June 8, 1995
WorldCorp, Inc.
(Exact name of registrant as specified in charter)
DELAWARE 1-5351 94-3040585
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
13873 Park Center Road, Suite 490, Herndon, VA 22071
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(703) 834-9200
===============================================================================
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
WORLDCORP, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
March 31, Pro Forma March 31,
1995 Adjustments 1995
----------- ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents, including $1,424
restricted cash at March 31, 1995 $ 7,922 $ 60,239 /(a)/ $ 68,161
Restricted short-term investments 662 662
Trade accounts receivable, less allowance
for doubtful accounts of $83 at March 31, 1995 3,050 3,050
Other receivables 3,251 3,251
Prepaid expenses and other current assets 7,790 7,790
Assets held for sale 2,500 2,500
-------- ---------
-------
Total current assets 25,175 60,239 85,414
-------- ------- ---------
ASSETS HELD FOR SALE 11,290 11,290
EQUIPMENT AND PROPERTY
Flight and other equipment 31,333 31,333
Equipment under capital leases 12,108 12,108
-------- -------
43,441 43,441
Less accumulated depreciation and amortization 13,526 13,526
-------- -------
Net equipment and property 29,915 29,915
-------- -------
LONG-TERM OPERATING DEPOSITS 14,733 14,733
OTHER ASSETS AND DEFERRED CHARGES 8,940 8,940
INTANGIBLE ASSETS 10,458 (1,931) /(b)/ 8,527
-------- ------- -------
TOTAL ASSETS $ 100,511 $ 58,308 $ 158,819
======== ======= ========
(Continued)
</TABLE>
* See Note to Pro Forma Condensed Consolidated Financial Statements
<PAGE>
WORLDCORP, INC.
PRO FORMA CONDENDSED CONSOLIDATED BALANCE SHEET
(CONTINUED)
LIABILITIES AND COMMON STOCKHOLDERS' DEFICIT
(IN THOUSANDS EXCEPT SHARE DATA)
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
March 31, Pro Forma March 31,
1995 Adjustments 1995
----------- ----------- ----------
<S> <C> <C> <C>
CURRENT LIABILITIES
Notes payable $ 17,210 $ 17,210
Current maturities of long-term obligations 10,375 10,375
Deferred aircraft rent 925 925
Accounts payable 9,720 9,720
Unearned revenue 16,649 16,649
Accrued maintenance in excess of reserves paid 5,284 5,284
Accrued salaries and wages 7,991 7,991
Accrued interest 2,571 2,571
Accrued taxes 1,830 1,830
--------- ---------- --------
Total current liabilities 72,555 72,555
--------- ---------- --------
LONG-TERM OBLIGATIONS, NET
Subordinated convertible debt 65,000 65,000
Subordinated notes, net 24,947 24,947
Deferred aircraft rent, net of current portion 1,437 1,437
Equipment financing and other long-term obligations 16,347 16,347
--------- --------
Total long-term obligations, net 107,731 107,731
--------- --------
OTHER LIABILITIES
Deferred gain from sale-leaseback transactions, net of
accumulated amortization of $32,610 at March 31, 1995 8,107 8,107
Accrued postretirement benefits 2,437 2,437
Accrued maintenance in excess of reserves paid 4,672 4,672
Other 422 422
--------- --------
Total oth 15,638 15,638
--------- --------
TOTAL LIABILITIES 195,924 195,924
--------- ---------- -------
MINORITY INTEREST -- 12,516 /(c)(d)(e)/ 12,516
STOCKHOLDERS' DEFICIT
Common stock, $1 par value (60,000,000 shares
authorized, 15,861,870 shares issued and
15,799,285 shares outstanding at March 31, 1995) 15,862 15,862
Additional paid-in capital 40,127 40,127
Deferred compensation (1,279) (1,279)
Accumulated deficit (148,260) 45,792 (102,468)
ESSOP guaranteed bank loan (1,523) (1,523)
Treasury stock, at cost (340) (340)
--------- ---------- ---------
TOTAL COMMON STOCKHOLDERS' DEFICIT (95,413) 45,792 (49,621)
--------- ---------- ---------
TOTAL LIABILITIES AND COMMON
STOCKHOLDERS' DEFICIT $ 100,511 $ 58,308 $ 158,819
========= ========== ==========
</TABLE>
* See Note to Pro Forma Condensed Consolidated Financial Statements
<PAGE>
WORLDCORP, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
For the three For the three
months ended months ended
March 31, Pro Forma March 31,
1995 Adjustments 1995
--------- ----------- ---------
<S> <C> <C> <C>
OPERATING REVENUES
Contract flight operations $ 39,384 $ 39,384
Flight operations subcontracted to other carriers 693 693
Other 487 487
Transaction processing-US Order 745 745
------- -------
Total operating revenues 41,309 41,309
------- -------
OPERATING EXPENSES
Flight 12,905 12,905
Maintenance 8,013 8,013
Aircraft costs 13,522 13,522
Fuel 3,086 3,086
Flight operations subcontracted to other carriers 667 667
Depreciation and amortization 1,530 1,530
Selling and administrative 5,400 5,400
Transaction processing-US Order 1,834 1,834
------- -------
Total operating expenses 46,957 46,957
------- -------
OPERATING LOSS (5,648) (5,648)
------- -------
OTHER INCOME (EXPENSE)
Interest expense (3,171) (3,171)
Interest income 163 163
Other, net 202 202
------- -------
Total other income (expense) (2,806) (2,806)
------- -------
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST (8,454) (8,454)
INCOME TAX EXPENSE -- --
MINORITY INTEREST -- 545 /(e)/ 545
------- -------
NET EARNINGS (LOSS) $ (8,454) $ 545 $ (7,909)
======= ======= =======
LOSS PER COMMON AND COMMON
EQUIVALENT SHARE
Primary $ (0.55) $ 0.04 $ (0.51)
======= ======= =======
Fully diluted $ * $ *
======= =======
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING
Primary 15,477,596 15,477,596
========== ==========
Fully diluted * *
========== ==========
</TABLE>
* Fully diluted earnings per share are anti-dilutive
* See Note to Pro Forma Condensed Consolidated Financial Statements
<PAGE>
WORLDCORP, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
(Unaudited)
Pro Forma
For the twelve For the twelve
months ended months ended
December 31, Pro Forma December 31,
1994 Adjustments 1994
--------- ----------- ----------
<S> <C> <C> <C>
OPERATING REVENUES
Contract flight operations $ 196,218 $ 196,218
Flight operations subcontracted to other carriers 5,378 5,378
Other 1,412 1,412
Transaction processing - US Order 1,432 1,432
-------- --------
Total operating revenues 204,440 204,440
-------- --------
OPERATING EXPENSES
Flight 65,372 65,372
Maintenance 26,212 26,212
Aircraft costs 53,860 53,860
Fuel 31,628 31,628
Flight operations subcontracted to other carriers 5,549 5,549
Depreciation and amortization 5,212 5,212
Selling and administrative 24,635 24,635
Transaction processing - US Order 10,681 10,681
-------- --------
Total operating expenses 223,149 223,149
-------- --------
OPERATING LOSS (18,709) (18,709)
-------- --------
OTHER INCOME (EXPENSE)
Interest expense (12,154) (12,154)
Interest income 863 863
Loss on investments, net (308) (308)
Gain on sale of US Order banking operations 14,547 14,547
Gain on sale of World Airways, Inc. stock 26,922 26,922
Other, net (665) (665)
-------- ------- --------
Total other income (expense) 29,205 29,205
-------- ------- --------
EARNINGS BEFORE INCOME TAXES, MINORITY
INTEREST, EXTRAORDINARY ITEM AND
CHANGE IN ACCOUNTING PRINCIPLE 10,496 10,496
INCOME TAX EXPENSE 159 159
MINORITY INTEREST (2,029) (1,477)/(d)/ (3,506)
-------- ------- --------
NET EARNINGS $ 8,308 $ (1,477) $ 6,831
======== ======= ========
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE
Primary $ 0.54 $ (.10) $ .44
==== ==== ====
Fully diluted $ 0.53 $ (.10) $ .43
==== ==== ====
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING
Primary 15,516,063 15,516,063
========== ==========
Fully diluted 15,793,046 15,793,046
========== ==========
</TABLE>
* See Note to Pro Forma Condensed Financial Statements
<PAGE>
WORLDCORP, INC.
SUMMARY
The pro forma condensed consolidated balance sheet reflects the adjustments
necessary to record the sale of 30.2% interest in US Order, Inc. as if the sale
had occurred as of January 1, 1994.
The pro forma condensed consolidated income statements reflect the minority
interest income which would have been received for the twelve months ended
December 31, 1994 and the three months ended March 31, 1995 as if the
transaction described in Note 1 had occurred as of January 1, 1994. No pro
forma adjustments have been made for possible interest cost savings from the
proceeds received at the time of the sale.
DESCRIPTION OF PRO FORMA ADJUSTMENTS
(a) Record cash received from the sale of an interest in US Order, Inc.
$18.6 million of this amount is received by WorldCorp, Inc. in exchange for
1,365,000 of its common stock in US Order, Inc., and $41.6 million is
received by US Order, Inc. from the sale of 3,062,500 shares of its common
stock.
(b) Reverse a pro rata portion of goodwill related to US Order.
(c) Establish minority interest portion from sale of US Order, Inc.
(d) Portion of US Order, Inc. 1994 net income which is allocated to the
minority interest.
(e) Portion of US Order, Inc. net loss for three months ended March 31, 1995
which is allocated to the minority interest.
(c) Exhibits
23.1 Consent of KPMG Peat Marwick LLP
99.1 WorldCorp, Inc. Press Release issued June 2, 1995.
* See Note to Pro Forma Condensed Consolidated Financial Statements
<PAGE>
Note to Pro Forma Condensed Consolidated Statement of Operations
Note 1 Sale of US Order Common Stock
On June 8, 1995, WorldCorp, Inc., (the "Company") closed its equity
carve-out of US Order, Inc., ("US Order"). The Company sold in a public offering
1,365,000 shares of common stock ($.001 par value) of US Order at $14.75 per
share. US Order sold 3,062,500 shares for its own account. Prior to the US Order
offering, the Company's beneficial ownership in US Order was 88%; subsequent to
the offering, the Company owns 8,832,844 shares of common stock, with a
beneficial ownership of 61% in US Order. As a result of the WorldCorp sale of
US Order common stock the Company recognized a gain of approximately $19.7
million. As a result of US Orders sale of common stock, the Company recognized
a gain of approximately $27.0 million.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
WorldCorp, Inc.
/s/ Andrew M. Paalborg
----------------------
Andrew M. Paalborg
Vice President & General Counsel
Date: August 1, 1995
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