-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bg84FFgAULX4KBlumz0x+q7yQJzrdRCzrDjsOOmRgvQC/q/ME49i3l5Qq0EfR0W7 e79FbggSHG2E3BK2VVqe9A== 0001157523-05-002276.txt : 20050308 0001157523-05-002276.hdr.sgml : 20050308 20050308093036 ACCESSION NUMBER: 0001157523-05-002276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050308 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLT INFORMATION SCIENCES, INC. CENTRAL INDEX KEY: 0000103872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 135658129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 05665528 BUSINESS ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 BUSINESS PHONE: 2127042400 MAIL ADDRESS: STREET 1: 560 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-2928 FORMER COMPANY: FORMER CONFORMED NAME: VOLT INFORMATION SCIENCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VOLT TECHNICAL CORP DATE OF NAME CHANGE: 19680913 8-K 1 a4837708.txt VOLT INFORMATION SCIENCES 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2005 VOLT INFORMATION SCIENCES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) New York 1-9232 13-5658129 - ----------------------------- -------------------- ------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 560 Lexington Avenue, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 704-2400 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] 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. - ---------- ---------------------------------------------- The information in this Form 8-K, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. On March 8, 2005, the Company issued a press release announcing its results of operations for the first quarter ended January 30, 2005. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. - ---------- ---------------------------------- (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: 99.1 Volt Information Sciences, Inc. Press Release dated March 8, 2005. S I G N A T U R E ----------------- 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. VOLT INFORMATION SCIENCES, INC. Date March 8, 2005 By: /s/ James J. Groberg ------------------------------- James J. Groberg, Senior Vice President -2- EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 99.1 Volt Information Sciences, Inc. Press Release dated March 8, 2005 -3- EX-99.1 2 a4837708ex991.txt EXHIBIT 99.1 Exhibit 99.1 Volt Information Sciences Announces First Quarter Results NEW YORK--(BUSINESS WIRE)--March 8, 2005--Volt Information Sciences, Inc. (NYSE: VOL) today reported financial results for the Company's first quarter ended January 30, 2005. Volt will conduct a conference call webcast at 11:00 A.M. (EST) today to discuss first quarter results. The conference call dial-in number is 1-888-664-9852 (Domestic) or 1-517-319-9392 (International), passcode: First Quarter. The conference call will be broadcast live over the Internet and can be accessed for the next 30 days at http://www.volt.com/investor/press_release.cfm. FIRST QUARTER RESULTS Attached is a summary of the Company's results of operations and notes thereto. The notes are an integral part of the summary. For the first quarter of fiscal 2005, ended January 30, 2005, the Company reported a net loss of $0.8 million, or $0.05 per share, compared to a loss of $1.2 million, or $0.08 per share in the fiscal 2004 first quarter. Net sales increased by 20% to $497.8 million, compared to $414.0 million in last year's comparable quarter. Income before minority interest and income taxes increased to $0.2 million in the quarter compared to a loss of $1.9 million in the comparable fiscal 2004 quarter. Commenting on the results, Mr. William Shaw, Chairman and President of Volt, stated: "Although the Company experienced the historical first quarter pattern of lowered results, due to the number of holidays and customer closings during the Christmas/New Year period, the twenty percent increase in sales compared to last year's first quarter and the comparable increase in segment operating profits of over three million dollars is a strong indication of our continued improvement in both revenue and profitability. Of particular note, is the successful integration of the Nortel DOS business and the extremely strong contribution of the Computer Systems segment." STAFFING SERVICES Net sales for this segment increased by 21% to $420.3 million compared to the fiscal 2004 first quarter, while operating profit increased to $2.5 million from $1.4 million. All of this segment's increase in profitability was due to improved results in traditional technical staffing, which increased operating profit by $1.4 million over the 2004 first quarter, offset by slightly lower results in the Administrative and Industrial and project management businesses. Gross margins in both the latter two divisions remain under pressure, with the margins for both showing some decline. COMPUTER SYSTEMS Both the Maintech Division and Information Systems Division of this segment produced strong growth in revenue and operating profit compared to 2004 first quarter. Revenue for the Information Systems Division more than doubled, while operating profit increased by 68%, fueled by a $6.0 million growth in transaction revenue for operator services and the additional revenue resulting from the acquisition of the Nortel DOS business. TELEPHONE DIRECTORY The $0.5 million reduction in operating profit for this segment compared to the fiscal 2004 first quarter was primarily the result of decrease operating profit of the DataNational directory publishing division and a loss incurred in Uruguay compared to a profit in last year's first quarter, partially offset by an increase in operating profit for the Directory Production division. The decrease for Data National was the result of a different mix of directories published in the quarter with lower gross margins than those published in the first quarter of 2004. The increase in operating profit for the Directory Production unit was primarily the result of revenue from the implementation and customer acceptance of a system installation. TELECOMMUNICATIONS SERVICES This segment continues to operate under the burden of decreased spending by most of its customers and greater competition for the work that is available. The decrease in sales compared to the fiscal 2004 first quarter of more than $4.5 million and a reduction of gross margins resulted in an increased operating loss for the quarter of $0.5 million. The fiscal 2004 first quarter included a non-recurring $1.3 million charge related to a domestic consulting contract. The primary reason for the increased loss was the reduction in revenue and the $0.6 million loss incurred by the Business Systems division, which in the first quarter of 2004 produced an operating profit of $1.2 million. The present strategy of the Segment is focused on a build up of work in Voice over IP and other wireless work, on which many telecommunications companies and cable companies are budgeting substantial expenditures, and a continued effort to reduce overhead. GENERAL CORPORATE EXPENSES Increases in expenses for Sarbanes Oxley Act compliance, professional fees, management compensation and disaster recovery requirements were primarily responsible for the $0.7 million increase in general corporate expenses. These expenses were 1.67% of total net sales for the fiscal 2005 quarter, compared to 1.83% for the 2004 first quarter. LIQUIDITY Cash and cash equivalents, excluding restricted cash, increased to $53.6 million at January 30, 2005 from $44.3 million at October 31, 2004. At January 30, 2005, the Company had sold a continuing participating interest in accounts receivable of $60.0 million under its securitization program and had the ability to finance up to an additional $90.0 million under the facility, which unless extended, expires in April 2006. In addition, the Company may borrow under a $30.0 million revolving credit facility, under which borrowings are limited by a specific borrowing base. At January 30, 2005, the Company had borrowed 1.5 million British pounds ($2.8 million), under this facility. The Company is in discussions with its banks to extend the credit facility which currently expires in April 2005. Volt Information Sciences, Inc. is a leading national provider of Staffing Services and Telecommunications and Information Solutions with a Fortune 100 customer base. Operating through a network of over 300 Volt Services Group branch offices, the Staffing Services segment fulfills IT and other technical, commercial and industrial placement requirements of its customers, on both a temporary and permanent basis. The Telecommunications and Information Solutions businesses, which includes the Telecommunications Services, Computer Systems and Telephone Directory segments, provide complete telephone directory production and directory publishing; a full spectrum of telecommunications construction, installation and engineering services; and advanced information and operator services systems for telephone companies. For additional information, please visit the Volt's web site at http://www.volt.com. This press release contains forward-looking statements which are subject to a number of known and unknown risks, including general economic, competitive and other business conditions, the degree and timing of customer utilization and the rate of renewals of contracts with the Company, that could cause actual results, performance and achievements to differ materially from those described or implied in the forward-looking statements. Information concerning these and other factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Company reports filed with the Securities and Exchange Commission. Copies of the Company's latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission and the New York Stock Exchange, are available without charge upon request to Volt Information Sciences, Inc., 560 Lexington Avenue, New York, New York 10022, 212-704-2400, Attention: Shareholder Relations. These and other SEC filings by the Company are also available to the public over the Internet at the SEC's website at http://www.sec.gov and at the Company's website at http://www.volt.com in the Investor Information section. VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES SUMMARY OF OPERATIONS (UNAUDITED) FIRST QUARTER ENDED January 30, February 1, 2005 2004(1) ----------------- --------------- (In thousands, except per share amounts) Net sales $497,835 $413,959 ================= =============== Income before minority interest and income taxes $208 ($1,898) Minority interest - Note A (1,494) - ----------------- --------------- Loss before income taxes (1,286) (1,898) Income tax benefit 478 745 ----------------- --------------- Net loss ($808) ($1,153) ================= =============== Per Share Data Net loss per share-basic and diluted ($0.05) ($0.08) ================= =============== Weighted average number of shares outstanding 15,291 15,222 ================= =============== (1) As previously announced, the Company has restated its previously issued financial statements for the first two quarters of fiscal year 2004 as a result of inappropriate application of accounting principles for revenue recognition by its telephone directory publishing operation in Uruguay. Accordingly, sales have been increased by $1.3 million and the net operating loss has been reduced by $0.4 million for the three months ended February 1, 2004. VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES SUMMARY OF RESULTS OF OPERATIONS BY SEGMENT (UNAUDITED) FIRST QUARTER ENDED January 30, February 1, 2005 2004(1) ----------------- --------------- (Dollars in thousands) Net Sales - --------- Staffing Services-Note B Traditional staffing $414,094 $342,676 Managed services 297,432 238,098 ----------------- --------------- Total gross sales 711,526 580,774 Less non-recourse managed services (291,193) (233,133) ----------------- --------------- Net Staffing Services sales 420,333 347,641 Telephone Directory 15,704 15,849 Telecommunications Services 25,204 29,896 Computer Systems 41,194 24,095 Elimination of intersegment sales (4,600) (3,522) ----------------- --------------- Total Net Sales $497,835 $413,959 ================= =============== Income (loss) before Minority Interest and Income Taxes: - -------------------------------------- Staffing Services $2,453 $1,391 Telephone Directory 2,107 2,599 Telecommunications Services (2,429) (1,902) Computer Systems 7,514 4,523 ----------------- --------------- Total segment operating profit 9,645 6,611 Interest income and other (expense) income, net (456) (516) General corporate expenses (8,307) (7,560) Interest expense (512) (457) Foreign exchange gain, net (162) 24 ----------------- --------------- Income (loss) before Minority Interest and Income Taxes $208 ($1,898) ================= =============== (1) As previously announced, the Company has restated its previously issued financial statements for the first two quarters of fiscal year 2004 as a result of inappropriate application of accounting principles for revenue recognition by its telephone directory publishing operation in Uruguay. Accordingly, sales have been increased by $1.3 million and the loss before minority interest and income taxes has been reduced by $0.6 million for the three months ended February 1, 2004. VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET DATA (Unaudited) January 30, October 31, 2005 2004 ------------------ --------------- Assets (Dollars in thousands) Current Assets Cash and cash equivalents, including restricted cash of $32,544 (2005) and $43,722 (2004) - Note B $86,164 $88,031 Short-term investments 3,943 4,248 Trade receivables, net-Note C 389,887 409,130 Inventories 32,736 32,676 Recoverable income taxes 2,563 - Deferred income taxes 9,488 9,385 Prepaid and other assets 13,352 14,847 ------------------ --------------- Total Current Assets 538,133 558,317 Property, plant and equipment, net 83,742 85,038 Deposits and other assets 1,617 1,539 Goodwill 29,144 29,144 Other intangible assets, net 15,722 15,998 ------------------ --------------- Total Assets $668,358 $690,036 ================== =============== Liabilities and Stockholders' Equity Current Liabilities Notes payable to bank $7,384 $7,955 Current portion of long-term debt 408 399 Accounts payable 179,287 192,163 Accrued wages and commissions 49,053 54,200 Accrued taxes other than income taxes 22,236 17,729 Other accruals 32,024 36,036 Deferred income and other liabilities 36,766 36,909 Income taxes payable - 4,270 ------------------ --------------- Total Current Liabilities 327,158 349,661 Accrued insurance 79 86 Long-term debt 15,511 15,588 Deferred income taxes 11,258 11,764 Minority interest-Note A 37,914 36,420 Stockholders' Equity 276,438 276,517 ------------------ --------------- Total Liabilities and Stockholders' Equity $668,358 $690,036 ================== =============== VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES SUMMARY OF RESULTS OF OPERATIONS BY SEGMENT (UNAUDITED) A - On August 2, 2004, Volt Delta Resources, LLC ("VoltDelta"), a wholly-owned subsidiary of the Company, closed a Contribution Agreement signed with Nortel Networks, Inc. ("Nortel Networks") on June 11, 2004 under which Nortel Networks contributed certain of the assets (consisting principally of customer base and contracts, intellectual property and inventory) and certain specified liabilities of its directory and operator services ("DOS") business to VoltDelta in exchange for a 24% minority equity interest in VoltDelta. Together with its subsidiaries, VoltDelta is reported as the Company's Computer Systems segment. VoltDelta is using the assets acquired from Nortel Networks to enhance the operation of its DOS business. The acquisition will allow VoltDelta to provide the newly combined customer base with new solutions, and expanded suite of products, content and enhanced services. B - Under certain contracts with customers, the Company manages the customers' alternative staffing requirements, including transactions between the customer and other staffing vendors ("associate vendors"). When payments to associate vendors are subject to the receipt of the customers' payment to the Company, the arrangements are considered non-recourse against the Company and revenue, other than management fees to the Company, is excluded from sales. Cash restricted to cover such obligations is included in cash and cash equivalents on the January 30, 2005 and October 31, 2004 balance sheets. C - On April 15, 2002, under a securitization program, the Company, through a 100%-owned consolidated special purpose subsidiary, sold a participation interest of $50.0 million out of an initial pool approximating $162.0 million of receivables to an unaffiliated third party. The outstanding balance of the participation interest sold was $60.0 million at January 30, 2005 and $70.0 million at October 31, 2004. Accordingly, the trade receivables included on the January 30, 2005 and November 2, 2003 balance sheets have been reduced to reflect the $60.0 million and $70.0 million participation interest sold, respectively CONTACT: Volt Information Sciences, Inc. James J. Groberg and Ron Kochman, 212-704-2400 voltinvest@volt.com -----END PRIVACY-ENHANCED MESSAGE-----