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
|
Exhibit No.
|
Description of Exhibit
|
99.1
|
Press Release of Volt Information Sciences, Inc. dated March 8, 2017 announcing earnings for its fiscal first quarter ended January 29, 2017.
|
VOLT INFORMATION SCIENCES, INC.
|
|||
By:
|
/s/ Paul Tomkins
|
||
Paul Tomkins, Senior Vice President
|
|||
and Chief Financial Officer
|
Exhibit No. |
Description of Exhibit
|
99.1
|
Press Release of Volt Information Sciences, Inc. dated March 8, 2017 announcing earnings for its fiscal first quarter ended January 29, 2017.
|
●
|
Continued to slow the revenue decline with net revenue of $313.0 million down 4.3% year-over-year, a significant improvement compared to the year-over-year decline of 14.6% in the first quarter last year
|
●
|
First quarter gross margin percentage of 15.0% increased 110 basis points year-over-year
|
●
|
Best first quarter financial results in five years with net loss of $4.6 million, a significant improvement from a loss of $11.0 million a year ago
|
●
|
During the first quarter, the Company amended its Financing Program with PNC Bank and extended the Program by one-year to January 31, 2018
|
●
|
Subsequent to the end of the first quarter, the Company completed the sale of Maintech, Inc., a non-core asset, for $18.3 million in cash
|
●
|
Subsequent to the end of the first quarter, the IRS approved the Company’s federal tax refund of approximately $13 million
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 2 of 10
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 3 of 10
|
· |
Sale of Maintech, Inc.—Subsequent to the end of the first quarter, the Company completed the sale of Maintech, Inc., its information technology infrastructure business. Under the terms of the agreement, the Company received proceeds of $18.3 million in cash, subject to certain adjustments including a customary working capital adjustment to be finalized within 60 days of the sale. Net proceeds from the transaction amounted to $13.9 million after transaction related fees and repayment of the Bank of America, N.A. outstanding balance.
|
· |
Tax Refunds—Subsequent to the end of the first quarter, the IRS approved the federal portion of the Company’s IRS refund from the filing of the Company’s amended tax returns for fiscal years 2004 through 2010. This will result in a refund of approximately $13 million and the Company is now awaiting payment. The remaining receivable of approximately $3 million primarily relates to state refunds which can now be applied for and finalized as a result of the IRS audit conclusion and are expected to be received over the next several quarters.
|
· |
Board of Directors—Subsequent to the end of the first quarter, the Company announced that William J. Grubbs, President and CEO of Cross Country Healthcare, and Arnold Ursaner, founder of independent securities research firm CJS Securities, have been nominated to stand for election to the Company’s Board of Directors at the 2017 Annual Meeting of Shareholders. Volt also announced that current Director, John Rudolf, retired from the board effective February 23, 2017, and Mr. Grubbs has been appointed to fill the vacancy. In addition, current Director James Boone will be stepping down in June 2017.
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 4 of 10
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 5 of 10
|
Results of Operations
|
||||||||||||
(in thousands, except per share data)
|
||||||||||||
(Unaudited)
|
Three Months Ended
|
|||||||||||
January 29, 2017
|
October 30, 2016
|
January 31, 2016
|
||||||||||
Net revenue
|
$
|
313,024
|
$
|
341,578
|
$
|
326,968
|
||||||
Cost of services
|
266,134
|
284,651
|
281,400
|
|||||||||
Gross margin
|
46,890
|
56,927
|
45,568
|
|||||||||
Expenses:
|
||||||||||||
Selling, administrative and other operating costs
|
48,890
|
50,636
|
52,623
|
|||||||||
Restructuring and severance costs
|
624
|
1,181
|
2,761
|
|||||||||
Impairment charges
|
-
|
364
|
-
|
|||||||||
Total expenses
|
49,514
|
52,181
|
55,384
|
|||||||||
Operating income (loss)
|
(2,624
|
)
|
4,746
|
(9,816
|
)
|
|||||||
Interest income (expense), net
|
(858
|
)
|
(813
|
)
|
(658
|
)
|
||||||
Foreign exchange gain (loss), net
|
127
|
(565
|
)
|
344
|
||||||||
Other income (expense), net
|
(599
|
)
|
(443
|
)
|
(279
|
)
|
||||||
Income (loss) before income taxes
|
(3,954
|
)
|
2,925
|
(10,409
|
)
|
|||||||
Income tax provision
|
623
|
138
|
553
|
|||||||||
Net income (loss)
|
$
|
(4,577
|
)
|
$
|
2,787
|
$
|
(10,962
|
)
|
||||
Per share data:
|
||||||||||||
Basic:
|
||||||||||||
Net income (loss)
|
$
|
(0.22
|
)
|
$
|
0.13
|
$
|
(0.53
|
)
|
||||
Weighted average number of shares
|
20,918
|
20,852
|
20,813
|
|||||||||
Diluted:
|
||||||||||||
Net income (loss)
|
$
|
(0.22
|
)
|
$
|
0.13
|
$
|
(0.53
|
)
|
||||
Weighted average number of shares
|
20,918
|
21,762
|
20,813
|
|||||||||
Segment data:
|
||||||||||||
Net revenue:
|
||||||||||||
North American Staffing
|
$
|
231,865
|
$
|
255,160
|
$
|
238,575
|
||||||
International Staffing
|
30,350
|
31,730
|
33,951
|
|||||||||
Technology Outsourcing Services and Solutions
|
25,671
|
30,533
|
27,214
|
|||||||||
Corporate and Other
|
26,296
|
27,571
|
30,405
|
|||||||||
Eliminations
|
(1,158
|
)
|
(3,416
|
)
|
(3,177
|
)
|
||||||
Net revenue
|
$
|
313,024
|
$
|
341,578
|
$
|
326,968
|
||||||
Operating income (loss):
|
||||||||||||
North American Staffing
|
$
|
2,828
|
$
|
10,615
|
$
|
(161
|
)
|
|||||
International Staffing
|
642
|
785
|
(44
|
)
|
||||||||
Technology Outsourcing Services and Solutions
|
1,586
|
3,087
|
1,997
|
|||||||||
Corporate and Other
|
(7,680
|
)
|
(9,741
|
)
|
(11,608
|
)
|
||||||
Operating income (loss)
|
$
|
(2,624
|
)
|
$
|
4,746
|
$
|
(9,816
|
)
|
||||
Work days
|
59
|
64
|
59
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 6 of 10
|
Condensed Consolidated Statements of Cash Flows
|
||||||||
(in thousands)
|
||||||||
(Unaudited)
|
Three Months Ended
|
|||||||
January 29, 2017
|
January 31, 2016
|
|||||||
Cash and cash equivalents, beginning of the period
|
$
|
6,386
|
$
|
10,188
|
||||
Cash used in all other operating activities
|
(3,153
|
)
|
(9,701
|
)
|
||||
Changes in operating assets and liabilities
|
20,026
|
22,304
|
||||||
Net cash provided by operating activities
|
16,873
|
12,603
|
||||||
Purchases of property, equipment and software
|
(4,373
|
)
|
(3,887
|
)
|
||||
Net cash provided by all other investing activities
|
287
|
707
|
||||||
Net cash used in investing activities
|
(4,086
|
)
|
(3,180
|
)
|
||||
Repayment of long-term debt
|
-
|
(318
|
)
|
|||||
Net cash used in all other financing activities
|
(626
|
)
|
(465
|
)
|
||||
Net cash used in financing activities
|
(626
|
)
|
(783
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
471
|
(2,313
|
)
|
|||||
Net increase in cash and cash equivalents
|
12,632
|
6,327
|
||||||
Cash and cash equivalents, end of the period
|
$
|
19,018
|
$
|
16,515
|
||||
Cash paid during the period:
|
||||||||
Interest
|
$
|
869
|
$
|
782
|
||||
Income taxes
|
$
|
327
|
$
|
2,112
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 7 of 10
|
Condensed Consolidated Balance Sheets
|
||||||||
(in thousands, except share amounts)
|
||||||||
January 29, 2017
|
October 30, 2016
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
19,018
|
$
|
6,386
|
||||
Restricted cash and short-term investments
|
12,140
|
13,948
|
||||||
Trade accounts receivable, net of allowances of $762 and $801, respectively
|
172,164
|
193,866
|
||||||
Recoverable income taxes
|
16,943
|
16,979
|
||||||
Other current assets
|
12,458
|
11,806
|
||||||
Assets held for sale
|
19,075
|
17,580
|
||||||
TOTAL CURRENT ASSETS
|
251,798
|
260,565
|
||||||
Other assets, excluding current portion
|
25,118
|
25,767
|
||||||
Property, equipment and software, net
|
33,063
|
30,133
|
||||||
TOTAL ASSETS
|
$
|
309,979
|
$
|
316,465
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accrued compensation
|
$
|
28,219
|
$
|
29,147
|
||||
Accounts payable
|
28,639
|
32,425
|
||||||
Accrued taxes other than income taxes
|
24,752
|
22,791
|
||||||
Accrued insurance and other
|
33,224
|
34,306
|
||||||
Short-term borrowings
|
97,050
|
2,050
|
||||||
Income taxes payable
|
324
|
-
|
||||||
Liabilities held for sale
|
5,975
|
5,760
|
||||||
TOTAL CURRENT LIABILITIES
|
218,183
|
126,479
|
||||||
Accrued insurance and other
|
13,863
|
13,136
|
||||||
Deferred gain on sale of real estate
|
25,622
|
26,108
|
||||||
Income taxes payable
|
6,780
|
6,777
|
||||||
Long-term debt
|
-
|
95,000
|
||||||
TOTAL LIABILITIES
|
264,448
|
267,500
|
||||||
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 - 20,917,500 shares
|
2,374
|
2,374
|
||||||
Paid-in capital
|
77,180
|
76,564
|
||||||
Retained earnings
|
16,423
|
21,000
|
||||||
Accumulated other comprehensive loss
|
(10,085
|
)
|
(10,612
|
)
|
||||
Treasury stock, at cost; 2,820,503 shares
|
(40,361
|
)
|
(40,361
|
)
|
||||
TOTAL STOCKHOLDERS’ EQUITY
|
45,531
|
48,965
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
309,979
|
$
|
316,465
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 8 of 10
|
Three Months Ended January 29, 2017
|
Three Months Ended January 31, 2016
|
|||||||||||||||||||||||||
GAAP
|
Special Items
|
Ref
|
Non-GAAP
|
GAAP
|
Special Items
|
Ref
|
Non-GAAP
|
|||||||||||||||||||
Net Revenue
|
$
|
313,024
|
$
|
-
|
$
|
313,024
|
$
|
326,968
|
$
|
-
|
$
|
326,968
|
||||||||||||||
Cost of services
|
266,134
|
-
|
266,134
|
281,400
|
-
|
281,400
|
||||||||||||||||||||
Gross margin
|
46,890
|
-
|
46,890
|
45,568
|
-
|
45,568
|
||||||||||||||||||||
Expenses:
|
||||||||||||||||||||||||||
Selling, administrative and other operating costs
|
48,890
|
486
|
(a)
|
49,376
|
52,623
|
(552
|
)
|
(c)
|
52,071
|
|||||||||||||||||
Restructuring and severance costs
|
624
|
(624
|
)
|
(b)
|
-
|
2,761
|
(2,761
|
)
|
(b)
|
-
|
||||||||||||||||
Total expenses
|
49,514
|
(138
|
)
|
49,376
|
55,384
|
(3,313
|
)
|
52,071
|
||||||||||||||||||
Operating loss
|
(2,624
|
)
|
138
|
(2,486
|
)
|
(9,816
|
)
|
3,313
|
(6,503
|
)
|
||||||||||||||||
Other income (expense), net:
|
`
|
|||||||||||||||||||||||||
Interest income (expense), net
|
(858
|
)
|
-
|
(858
|
)
|
(658
|
)
|
-
|
(658
|
)
|
||||||||||||||||
Foreign exchange gain (loss), net
|
127
|
-
|
127
|
344
|
-
|
344
|
||||||||||||||||||||
Other income (expense), net
|
(599
|
)
|
-
|
(599
|
)
|
(279
|
)
|
-
|
(279
|
)
|
||||||||||||||||
Total other income (expense), net
|
(1,330
|
)
|
-
|
(1,330
|
)
|
(593
|
)
|
-
|
(593
|
)
|
||||||||||||||||
Loss before income taxes
|
(3,954
|
)
|
138
|
(3,816
|
)
|
(10,409
|
)
|
3,313
|
(7,096
|
)
|
||||||||||||||||
Income tax provision
|
623
|
-
|
623
|
553
|
-
|
553
|
||||||||||||||||||||
Net loss
|
$
|
(4,577
|
)
|
$
|
138
|
$
|
(4,439
|
)
|
$
|
(10,962
|
)
|
$
|
3,313
|
$
|
(7,649
|
)
|
||||||||||
* Basic net loss
|
$
|
(0.22
|
)
|
$
|
0.01
|
$
|
(0.21
|
)
|
$
|
(0.53
|
)
|
$
|
0.16
|
$
|
(0.37
|
)
|
||||||||||
* Diluted net loss
|
$
|
(0.22
|
)
|
$
|
0.01
|
$
|
(0.21
|
)
|
$
|
(0.53
|
)
|
$
|
0.16
|
$
|
(0.37
|
)
|
||||||||||
Basic weighted average number of shares
|
20,918
|
20,918
|
20,918
|
20,813
|
20,813
|
20,813
|
||||||||||||||||||||
Diluted weighted average number of shares
|
20,918
|
20,918
|
20,918
|
20,813
|
20,813
|
20,813
|
||||||||||||||||||||
(a)
|
Relates to the amortization of the gain on the sale of the Orange, CA facility.
|
(b)
|
Relates primarily to Company-wide cost reduction plan implemented in the first quarter of fiscal 2016.
|
(c)
|
Relates primarily to consultants and professional fees incurred to attract world class executive talent and implementing a pay for performance annual incentive plan.
|
*
|
Earnings per share may not add in certain periods due to rounding.
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 9 of 10
|
Three Months Ended
|
||||||||
January 29, 2017
|
January 31, 2016
|
|||||||
GAAP net loss
|
$
|
(4,577
|
)
|
$
|
(10,962
|
)
|
||
Special items
|
138
|
3,313
|
||||||
Non-GAAP net loss
|
(4,439
|
)
|
(7,649
|
)
|
||||
Adjustments:
|
||||||||
Depreciation and amortization
|
1,379
|
1,538
|
||||||
Share-based compensation expense
|
615
|
187
|
||||||
Other (income) loss, net (a)
|
1,330
|
593
|
||||||
Provision for income taxes
|
623
|
553
|
||||||
Adjusted EBITDA
|
$
|
(492
|
)
|
$
|
(4,778
|
)
|
(a)
|
Includes interest income (expense) and other income (expense), net.
|
Volt Information Sciences Reports Fiscal 2017 First Quarter Results
March 8, 2017
Page 10 of 10
|