New York
|
001-9232
|
13- 5658129
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification
Number)
|
1133 Avenue of the Americas, New York, New York
|
10036
|
(Address of principal executive offices)
|
(Zip Code)
|
£ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
£ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
£ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
£ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.02 |
Results of Operations and Financial Condition
|
Item 9.01 |
Financial Statements and Exhibits
|
(d) |
Exhibits
|
Exhibit No. |
Description of Exhibit
|
99.1 |
Press Release of Volt Information Sciences, Inc. dated March 7, 2018 announcing earnings for its fiscal first quarter ended January 28, 2018.
|
VOLT INFORMATION SCIENCES, INC.
|
|||
By
|
/s/ Paul Tomkins | ||
Paul Tomkins, Senior Vice President
|
|||
and Chief Financial Officer
|
|||
· |
First quarter net revenue of $253.3 million, down 19.1% year-over-year; on a same-store basis, net revenue declined 10.6% year-over-year excluding net revenue contributed from businesses sold or exited during the past year and the effect of foreign exchange rate fluctuations
|
· |
Successfully completed new long-term $115.0 million accounts receivable securitization program with DZ BANK AG Deutsche Zentral-Genossenschaftsbank (“DZ Bank”), improving the Company’s available liquidity and lowering borrowing costs
|
· |
Global liquidity of $78.8 million at quarter-end, up $34.8 million year-over-year; total outstanding debt of $80.0 million, down $17.1 million year-over-year and further reduced in February by $30.0 million to a current level of $50.0 million
|
Results of Operations
|
||||||||||||
(in thousands, except per share data)
|
||||||||||||
Three Months Ended
|
||||||||||||
January 28, 2018
|
October 29, 2017
|
January 29, 2017
|
||||||||||
Net revenue
|
$
|
253,338
|
$
|
288,483
|
$
|
313,024
|
||||||
Cost of services
|
217,329
|
240,816
|
266,134
|
|||||||||
Gross margin
|
36,009
|
47,667
|
46,890
|
|||||||||
Expenses:
|
||||||||||||
Selling, administrative and other operating costs
|
46,938
|
50,138
|
48,890
|
|||||||||
Restructuring and severance costs
|
518
|
307
|
624
|
|||||||||
Settlement and impairment charges
|
-
|
1,404
|
-
|
|||||||||
Gain from divestiture
|
-
|
(48,033
|
)
|
-
|
||||||||
Total expenses
|
47,456
|
3,816
|
49,514
|
|||||||||
Operating income (loss)
|
(11,447
|
)
|
43,851
|
(2,624
|
)
|
|||||||
Interest income (expense), net
|
(782
|
)
|
(1,026
|
)
|
(858
|
)
|
||||||
Foreign exchange gain (loss), net
|
703
|
(218
|
)
|
127
|
||||||||
Other income (expense), net
|
(528
|
)
|
(375
|
)
|
(599
|
)
|
||||||
Income (loss) before income taxes
|
(12,054
|
)
|
42,232
|
(3,954
|
)
|
|||||||
Income tax provision (benefit)
|
(1,360
|
)
|
2,458
|
623
|
||||||||
Income (loss) from continuing operations
|
(10,694
|
)
|
39,774
|
(4,577
|
)
|
|||||||
Loss from discontinued operations
|
-
|
(1,693
|
)
|
-
|
||||||||
Net income (loss)
|
$
|
(10,694
|
)
|
$
|
38,081
|
$
|
(4,577
|
)
|
||||
Per share data:
|
||||||||||||
Basic:
|
||||||||||||
Income (loss) from continuing operations
|
$
|
(0.51
|
)
|
$
|
1.90
|
$
|
(0.22
|
)
|
||||
Loss from discontinued operations
|
-
|
(0.08
|
)
|
-
|
||||||||
Net income (loss)
|
$
|
(0.51
|
)
|
$
|
1.82
|
$
|
(0.22
|
)
|
||||
Weighted average number of shares
|
21,029
|
20,967
|
20,918
|
|||||||||
Diluted:
|
||||||||||||
Income (loss) from continuing operations
|
$
|
(0.51
|
)
|
$
|
1.90
|
$
|
(0.22
|
)
|
||||
Loss from discontinued operations
|
-
|
(0.08
|
)
|
-
|
||||||||
Net income (loss)
|
$
|
(0.51
|
)
|
$
|
1.82
|
$
|
(0.22
|
)
|
||||
Weighted average number of shares
|
21,029
|
20,982
|
20,918
|
|||||||||
Segment data:
|
||||||||||||
Net revenue:
|
||||||||||||
North American Staffing
|
$
|
206,235
|
$
|
224,219
|
$
|
231,865
|
||||||
International Staffing
|
29,579
|
30,163
|
30,350
|
|||||||||
Corporate and Other
|
18,727
|
36,008
|
51,967
|
|||||||||
Eliminations
|
(1,203
|
)
|
(1,907
|
)
|
(1,158
|
)
|
||||||
Net revenue
|
$
|
253,338
|
$
|
288,483
|
$
|
313,024
|
||||||
Operating income (loss):
|
||||||||||||
North American Staffing
|
$
|
(626
|
)
|
$
|
5,526
|
$
|
2,828
|
|||||
International Staffing
|
(98
|
)
|
944
|
642
|
||||||||
Corporate and Other
|
(10,723
|
)
|
(10,652
|
)
|
(6,094
|
)
|
||||||
Gain from divestiture
|
-
|
48,033
|
-
|
|||||||||
Operating income (loss)
|
$
|
(11,447
|
)
|
$
|
43,851
|
$
|
(2,624
|
)
|
||||
Work days
|
59
|
64
|
59
|
Condensed Consolidated Statements of Cash Flows
|
||||||||
(in thousands)
|
||||||||
Three Months ended
|
||||||||
January 28, 2018
|
January 29, 2017
|
|||||||
Cash and cash equivalents, beginning of the period
|
$
|
37,077
|
$
|
6,386
|
||||
Cash used in all other operating activities
|
(8,625
|
)
|
(3,153
|
)
|
||||
Changes in operating assets and liabilities
|
26,580
|
20,026
|
||||||
Net cash provided by operating activities
|
17,955
|
16,873
|
||||||
Purchases of property, equipment, and software
|
(345
|
)
|
(4,373
|
)
|
||||
Net cash provided by all other investing activities
|
92
|
287
|
||||||
Net cash used in investing activities
|
(253
|
)
|
(4,086
|
)
|
||||
Net draw-down of borrowings
|
30,000
|
-
|
||||||
Increase in cash restricted as collateral for borrowings
|
(29,696
|
)
|
-
|
|||||
Debt issuance costs
|
(1,327
|
)
|
(626
|
)
|
||||
Net cash used in financing activities
|
(1,023
|
)
|
(626
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
112
|
471
|
||||||
Net increase in cash and cash equivalents
|
16,791
|
12,632
|
||||||
Cash and cash equivalents, end of the period
|
$
|
53,868
|
$
|
19,018
|
||||
Cash paid during the period:
|
||||||||
Interest
|
$
|
926
|
$
|
869
|
||||
Income taxes
|
$
|
627
|
$
|
327
|
Condensed Consolidated Balance Sheets
|
||||||||
(in thousands, except share amounts)
|
||||||||
January 28, 2018
|
October 29, 2017
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
53,868
|
$
|
37,077
|
||||
Restricted cash and short-term investments
|
45,214
|
20,544
|
||||||
Trade accounts receivable, net of allowances of $974 and $1,249, respectively
|
150,531
|
173,818
|
||||||
Recoverable income taxes
|
53
|
1,643
|
||||||
Other current assets
|
8,753
|
11,755
|
||||||
TOTAL CURRENT ASSETS
|
258,419
|
244,837
|
||||||
Other assets, excluding current portion
|
11,301
|
10,851
|
||||||
Property, equipment and software, net
|
27,487
|
29,121
|
||||||
TOTAL ASSETS
|
$
|
297,207
|
$
|
284,809
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accrued compensation
|
$
|
23,598
|
$
|
24,504
|
||||
Accounts payable
|
29,026
|
36,895
|
||||||
Accrued taxes other than income taxes
|
22,754
|
20,467
|
||||||
Accrued insurance and other
|
31,949
|
30,282
|
||||||
Short-term borrowings
|
30,000
|
50,000
|
||||||
Income taxes payable
|
854
|
808
|
||||||
TOTAL CURRENT LIABILITIES
|
138,181
|
162,956
|
||||||
Accrued insurance and other, excluding current portion
|
9,722
|
10,828
|
||||||
Deferred gain on sale of real estate, excluding current portion
|
23,675
|
24,162
|
||||||
Income taxes payable, excluding current portion
|
611
|
1,663
|
||||||
Deferred income taxes
|
1,206
|
1,206
|
||||||
Long-term debt
|
48,673
|
-
|
||||||
TOTAL LIABILITIES
|
222,068
|
200,815
|
||||||
Commitments and contingencies
|
||||||||
STOCKHOLDERS’ EQUITY
|
||||||||
Preferred stock, par value $1.00; Authorized - 500,000 shares; Issued - none
|
-
|
-
|
||||||
Common stock, par value $0.10; Authorized - 120,000,000 shares; Issued - 23,738,003 shares; Outstanding - 21,028,729 and 21,026,253 shares, respectively
|
2,374
|
2,374
|
||||||
Paid-in capital
|
79,070
|
78,645
|
||||||
Retained earnings
|
35,109
|
45,843
|
||||||
Accumulated other comprehensive loss
|
(3,857
|
)
|
(5,261
|
)
|
||||
Treasury stock, at cost; 2,709,274 and 2,711,750 shares, respectively
|
(37,557
|
)
|
(37,607
|
)
|
||||
TOTAL STOCKHOLDERS’ EQUITY
|
75,139
|
83,994
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
297,207
|
$
|
284,809
|
Three Months Ended | ||||||||||
January 28, 2018 | January 29, 2017 | |||||||||
Reconciliation of GAAP loss from continuing operations to Non-GAAP loss from continuing operations: | ||||||||||
GAAP loss from continuing operations
|
$
|
(10,694
|
)
|
$
|
(4,577
|
)
|
||||
Selling, administrative and other operating costs
|
(486
|
)
|
(a)
|
(486
|
)
|
(a)
|
||||
Restructuring and severance costs
|
518
|
624
|
||||||||
(Benefit) provision for income taxes
|
(1,052
|
)
|
(b)
|
-
|
||||||
Non-GAAP loss from continuing operations
|
$
|
(11,714
|
)
|
$
|
(4,439
|
)
|
||||
Three Months Ended | ||||||||||
January 28, 2018 | January 29, 2017 | |||||||||
Reconciliation of GAAP loss from continuing operations to Adjusted EBITDA:
|
||||||||||
GAAP loss from continuing operations
|
$
|
(10,694
|
)
|
$
|
(4,577
|
)
|
||||
Selling, administrative and other operating costs
|
(486
|
)
|
(a)
|
(486
|
)
|
(a)
|
||||
Restructuring and severance costs
|
518
|
624
|
||||||||
Depreciation and amortization
|
1,852
|
1,379
|
||||||||
Share-based compensation expense
|
435
|
615
|
||||||||
Total other (income) expense, net
|
607
|
1,330
|
||||||||
(Benefit) provision for income taxes
|
(1,360
|
)
|
623
|
|||||||
Adjusted EBITDA
|
$
|
(9,128
|
)
|
$
|
(492
|
)
|
(a) |
Relates to the amortization of the gain on the sale of the Orange, CA facility, which is included in Selling, administrative and other operating costs.
|
(b) |
Relates to a discrete tax benefit resulting from the expiration of uncertain tax positions in Q1 2018.
|