0000947871-18-000496.txt : 20180607 0000947871-18-000496.hdr.sgml : 20180607 20180607162734 ACCESSION NUMBER: 0000947871-18-000496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180605 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180607 DATE AS OF CHANGE: 20180607 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: 1101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 18886767 BUSINESS ADDRESS: STREET 1: 1133 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-704-2400 MAIL ADDRESS: STREET 1: 1133 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 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 ss94917_8k.htm CURRENT REPORT

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):  June 5, 2018
 
VOLT INFORMATION SCIENCES, INC.
(Exact name of registrant as specified in its charter)
 
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)


(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 (see General Instruction A.2. below):
 
£
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))
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company £
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  £
 


 
 
Item 2.02          Results of Operations and Financial Condition
 
On June 7, 2018, Volt Information Sciences, Inc. (the “Company”) issued a press release announcing earnings for its fiscal second quarter ended April 29, 2018.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
 
Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 6, 2018, Michael D. Dean departed from the Company in his role as President and Chief Executive Officer and will no longer serve as a member of the Board of Directors of the Company (the “Board of Directors”). Consistent with the terms of his employment agreement, the Company and Mr. Dean are in the process of finalizing an agreement memorializing the terms of his separation from the Company.

In connection with Mr. Dean’s departure, the Board of Directors appointed Linda Perneau as Interim Chief Executive Officer of the Company.  Ms. Perneau will continue in her role as President of Volt Workforce Solutions (“VWS”).
 
Ms. Perneau, age 52, joined the Company in February 2018 as an executive advisor to the Company’s international business, and transitioned to the role of President of VWS in May 2018.  Prior to joining the Company, Ms. Perneau held a number of senior-level positions in the General Staffing Division of Randstad US, most recently as its Co-President.  She previously served as that division’s Chief Operating Officer from July 2015 to January 2017, as a Division President from April 2012 to July 2015, and as an Executive Vice President from December 2011 to April 2012.  Ms. Perneau’s experience in the staffing industry also includes serving as Executive Vice President at SFN Group (Spherion), Senior Vice President (Southeast Division) at Adecco, and Area Manager-West Region for Kelly Services.

Ms. Perneau does not have any family relationships with any of the Company’s directors or executive officers and has no direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Perneau and any other person pursuant to which she was appointed to the role of Interim Chief Executive Officer.
 
Item 8.01          Other Items
 
Transition of Board Chairman Role

Effective as of June 6, 2018, the Board appointed Nick Cyprus as Chairman of the Board of Directors following Dana Messina stepping down as Chairman of the Board of Directors.  Mr. Messina will continue to serve as a member of the Board of Directors.

Formation of Strategic Alternatives Committee

The Company announced in a June 5, 2018 press release that it is in the process of reviewing strategic alternatives to maximize shareholder value. Such strategic alternatives could include a sale of the Company or a sale of a division or divisions thereof, a strategic merger, a business combination or continuing as a standalone entity executing on its business plan.  A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated by reference herein in its entirety.
 
In connection with the foregoing, the Board of Directors has formed a Strategic Alternatives Committee to provide oversight of the strategic alternatives review process, effective on June 6, 2018.  The Strategic Alternatives Committee will have as its members certain of the Company’s independent directors. There can be no assurance that the strategic alternatives review process will result in any specific transaction being announced or consummated.  The Company does not intend to make any further announcements related to the strategic alternatives review process unless and until the Board of Directors has approved a specific transaction or otherwise determines that further disclosure is appropriate.
 

Formation of Executive Management Committee

The Company also announced in a June 6, 2018 press release that the Board of Directors has formed an Executive Management Committee comprised of Linda Perneau, Paul Tomkins (Senior Vice President and Chief Financial Officer), Nancy Avedissian (Senior Vice President and General Counsel), and Ann Hollins (Senior Vice President and Chief Human Resources Officer) to assist the Company in transitioning Mr. Dean’s duties and responsibilities.  The Executive Management Committee will be responsible for the day-to-day operational and corporate management of the Company, and will report directly to the Board of Directors.  A copy of the press release is furnished herewith as Exhibit 99.3 and is incorporated by reference herein in its entirety.
 
The information in this report is being furnished, not filed. Accordingly, the information in this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. 
 
Item 9.01          Financial Statements and Exhibits
 
    (d)          Exhibits
 
Exhibit No.
Description of Exhibit
 


SIGNATURE
 
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.  
         
         
By:   /s/ Paul Tomkins  
   
Paul Tomkins, Senior Vice President
and Chief Financial Officer
 
     
         
 
 
Date:  June 7, 2018
 

 




EX-99.1 2 ss94917_9901.htm PRESS RELEASE ANNOUNCING EARNINGS
Exhibit 99.1
 
 
Volt Information Sciences Reports 2018 Second Quarter Financial Results

NEW YORK, NY, June 7, 2018 – Volt Information Sciences, Inc. (“Volt” or “the Company”) (NYSE-AMERICAN: VISI), an international provider of staffing services and managed service programs, today reported results for its 2018 second quarter ended April 29, 2018.  Key highlights include:
 
·
Second quarter net revenue of $263.2 million, down 13.1% year-over-year; on a same-store basis, net revenue declined 7.8% year-over-year excluding net revenue contributed from businesses sold or exited during the past year and the effect of foreign exchange rate fluctuations;
 
·
Second quarter selling, administrative and other operating costs of $42.9 million, down 16.1%, year-over-year, or 10.8% excluding businesses sold;
 
·
Global liquidity of $59.4 million at quarter-end, up $3.5 million year-over-year; total outstanding debt of $50.0 million, down $40.0 million year-over-year; and
 
·
Effective June 6, 2018 the Company announced that President and Chief Executive Officer Michael Dean left the Company and the Board; The Company also announced that Linda Perneau was appointed Interim Chief Executive Officer, in addition to her role as President of Volt Workforce Solutions.
 
Commenting on Volt’s second quarter performance, Paul Tomkins, Senior Vice President and CFO, said, “The Company continues to benefit from our ongoing activities to drive operational efficiencies and manage expenses, which is delivering lower selling, administrative and other operating costs. As part of this effort, on a same store basis, we achieved a 10.8% reduction in expenses from a year ago. Furthermore, during the quarter we continued to make progress in stabilizing and strategically positioning our smaller businesses—namely International Staffing, Volt Consulting Group and Volt Customer Care Solutions.”

Mr. Tomkins continued, “While these incremental improvements are encouraging, we still have work ahead to get Volt back on a trajectory to profitable growth.  A key to reaching this goal will be generating topline growth through improving the performance of our largest business, Volt Workforce Solutions, or VWS. With new senior leadership in place at VWS and a team dedicated to executing a plan to drive revenue growth, I am confident we can achieve our objective.”

Fiscal 2018 Second Quarter Results
Total revenue for the fiscal 2018 second quarter was $263.2 million, down $39.8 million, or 13.1%, compared to $303.0 million in the second quarter of fiscal 2017. On a same-store basis, net revenue declined 7.8% year-over-year excluding net revenue contributed from businesses sold or exited during the past year and the effect of currency fluctuations.

North American Staffing revenue, which provides a broad spectrum of contingent staffing, direct placement, recruitment process outsourcing and other employment services, was $218.1 million, a $15.7 million, or 6.7% decline compared to North American Staffing revenue of $233.8 million in the second quarter of fiscal 2017. The decline was driven by lower demand from customers in both professional and commercial job families, as well as a significant change in a large customer’s contingent labor strategy in the latter part of fiscal 2017.

 

Volt Information Sciences Reports 2018 Second Quarter Results
June 7, 2018
Page 2 of 9
 
International Staffing revenue, which includes the Company’s contingent staffing, direct placement and managed service programs businesses in Europe and Asia, was $31.9 million, a $1.7 million, or 5.5% increase compared to $30.2 million from the second quarter of fiscal 2017. Excluding the impact of foreign exchange rate fluctuations, revenue declined $1.9 million, or 5.6%, on a constant currency basis compared to the second quarter of fiscal 2017, primarily due to lower demand in the United Kingdom, offset by strong growth in Belgium and Singapore.

Corporate and Other revenue, which primarily consists of the Company’s North American managed service business and the Company’s call center business, was $14.2 million, down $26.3 million, or 65.1%, compared to $40.5 million in the second quarter of fiscal 2017. The year-over-year revenue decline was primarily driven by the impact from the sale of Maintech and the quality assurance businesses, which occurred in the second quarter of fiscal 2017 and at the end of the fourth quarter of fiscal 2017, respectively. On a same-store basis, excluding businesses sold or exited of $21.2 million, Corporate and Other revenue decreased $5.2 million, or 26.9%, year-over-year, as a result of winding down of certain programs in the Company’s managed service business as well as normal fluctuations in call center activity.

Selling, administrative and other operating costs in the second quarter of fiscal 2018 decreased $8.3 million, or 16.1%, to $42.9 million from $51.2 million in the second quarter of fiscal 2017. This decrease was primarily due to on-going cost reductions in all areas of the business and favorable medical claims experience, as well as, costs attributed to the previously-owned quality assurance and Maintech businesses of $3.0 million.

Net loss was $7.7 million in the second quarter of fiscal 2018, up $6.8 million compared to a loss of $0.9 million in the second quarter of fiscal 2017. Adjusted net loss, which is a Non-GAAP measure, was $7.9 million in the second quarter of fiscal 2018, up $1.8 million compared to an adjusted net loss of $6.1 million in the second quarter of fiscal 2017.

Adjusted EBITDA, which is a Non-GAAP measure, was a loss of $3.7 million in the fiscal 2018 second quarter, up $1.8 million from a loss of $1.9 million (Non-GAAP) in the year ago period.  Excluding $1.5 million from businesses sold, adjusted EBITDA in the second quarter of fiscal 2017 was a loss of $3.4 million.  Adjusted EBITDA excludes the impact of special items, interest expense, income taxes, depreciation and amortization expense, other income/loss and share-based compensation expense. For a reconciliation of the GAAP and Non-GAAP financial results, please see the tables at the end of this press release.

Liquidity
As of April 29, 2018, the Company had $59.4 million of global liquidity as compared to $55.9 million at April 30, 2017.

Corporate Developments
The Company announced that President and Chief Executive Officer Michael Dean left the Company and the Board, effective June 6, 2018.  The Company also announced that Linda Perneau was appointed Interim Chief Executive Officer, in addition to her role as President of Volt Workforce Solutions. In connection with this development, current director Nick Cyprus was appointed Chairman of the Board and current director William Grubbs was appointed Vice-Chairman.  The Company has formed an Executive Management Committee comprised of Linda Perneau, Paul Tomkins, Nancy Avedissian (Senior Vice President and General Counsel), and Ann Hollins (Senior Vice President and Chief Human Resources Officer).  The Executive Management Committee will be responsible for the day-to-day operational and corporate management of the Company, and will report directly to the Board of Directors.
 


Volt Information Sciences Reports 2018 Second Quarter Results
June 7, 2018
Page 3 of 9
 
Review of Strategic Alternatives
As previously announced, the Company is fully engaged in a process to review and evaluate potential strategic alternatives to maximize shareholder value. Such strategic alternatives could include a sale of the Company or a sale of a division or divisions thereof, a strategic merger, a business combination or continuing as a standalone company executing on its business plan. The Company has engaged Houlihan Lokey Capital, Inc. as financial advisor and Milbank, Tweed, Hadley & McCloy LLP as legal advisor to assist in its review.

The Board and the Company have not set a definitive timetable for completion of its review of strategic alternatives, nor has it made any decisions related to any particular strategic alternative, and there can be no assurance that the process will result in any transaction being announced or completed in the future. The Company does not intend to make any further announcements related to its review unless and until its Board of Directors has approved a specific transaction or otherwise determined that further disclosure is appropriate.

Conference Call and Webcast
A conference call and simultaneous webcast to discuss the fiscal 2018 second quarter financial results will be held today at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. Volt’s Interim Chief Executive Officer  and President of Volt Workforce Solutions, Linda Perneau, and Senior Vice President and Chief Financial Officer Paul Tomkins, will host the conference call. Participants may listen in via webcast by visiting the Investor & Governance section of Volt’s website at www.volt.com. Please visit the website at least 15 minutes early to register, download and install any necessary audio software. The conference call can also be accessed by dialing 877-407-9039 (201-689-8470 for international callers) and reference the “Volt Information Sciences Earnings Conference Call.”

Following the call, an audio replay will be available beginning Thursday, June 7, 2018 at 7:30 p.m. Eastern Time through Thursday, June 21, 2018 at 11:59 p.m. Eastern Time. To access the replay, dial 844-512-2921 (412-317-6671 for international callers) and enter the Conference ID #13679698. A replay of the webcast will also be available for 90 days upon completion of the call, accessible through the Company’s website at www.volt.com in the Investors & Governance section.

About Volt Information Sciences, Inc.
Volt Information Sciences, Inc. is a global provider of staffing services (traditional time and materials-based as well as project-based). Our staffing services consists of workforce solutions that include providing contingent workers, personnel recruitment services, and managed staffing services programs supporting primarily administrative, technical, information technology, light-industrial and engineering positions. Our managed staffing programs involves managing the procurement and on-boarding of contingent workers from multiple providers. Our customer care solutions specializes in serving as an extension of our customers’ consumer relationships and processes including collaborating with customers, from help desk inquiries to advanced technical support. Our complementary businesses offer customer care call centers, customized talent, and supplier management solutions to a diverse client base. Volt services global industries including aerospace, automotive, banking and finance, consumer electronics, information technology, insurance, life sciences, manufacturing, media and entertainment, pharmaceutical, software, telecommunications, transportation, and utilities. For more information, visit www.volt.com.
 


Volt Information Sciences Reports 2018 Second Quarter Results
June 7, 2018
Page 4 of 9
 
Forward-Looking Statements
This press release contains forward-looking statements that are subject to a number of known and unknown risks, including, among others, the impact of management changes, the outcome of the Company’s previously announced strategic alternatives process, the outcome of the Company’s turnaround plan, general economic, competitive and other business conditions, the degree and timing of customer utilization and rate of renewals of contracts with the Company, and the degree of success of business improvement initiatives 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 are 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, are available without charge upon request to Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036, 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 www.sec.gov and at the Company’s website at www.volt.com in the Investors section.

 
Investor Contacts:
Volt Information Sciences, Inc.
voltinvest@volt.com
 

Lasse Glassen
Addo Investor Relations
lglassen@addoir.com
424-238-6249

--Financial Tables to Follow--
 
 

Volt Information Sciences Reports 2018 Second Quarter Results
June 7, 2018
Page 5 of 9
 
Results of Operations
                             
(in thousands, except per share data)
                             
   
Three Months Ended
   
Six Months Ended
 
   
April 29, 2018
   
January 28, 2018
   
April 30, 2017
   
April 29, 2018
   
April 30, 2017
 
                               
Net revenue
 
$
263,219
   
$
253,338
   
$
303,005
   
$
516,557
   
$
616,029
 
Cost of services
   
225,918
     
217,329
     
255,886
     
443,247
     
522,020
 
Gross margin
   
37,301
     
36,009
     
47,119
     
73,310
     
94,009
 
                                         
Expenses:
                                       
Selling, administrative and other operating costs
   
42,916
     
46,938
     
51,171
     
89,854
     
100,061
 
Restructuring and severance costs
   
104
     
518
     
199
     
622
     
823
 
Impairment charges
   
155
     
-
     
290
     
155
     
290
 
Gain from divestiture
   
-
     
-
     
(3,938
)
   
-
     
(3,938
)
Total expenses
   
43,175
     
47,456
     
47,722
     
90,631
     
97,236
 
                                         
Operating loss
   
(5,874
)
   
(11,447
)
   
(603
)
   
(17,321
)
   
(3,227
)
                                         
Interest income (expense), net
   
(631
)
   
(782
)
   
(891
)
   
(1,413
)
   
(1,749
)
Foreign exchange gain (loss), net
   
(497
)
   
703
     
184
     
206
     
311
 
Other income (expense), net
   
(55
)
   
(528
)
   
(311
)
   
(583
)
   
(910
)
Loss before income taxes
   
(7,057
)
   
(12,054
)
   
(1,621
)
   
(19,111
)
   
(5,575
)
Income tax provision (benefit)
   
630
     
(1,360
)
   
(767
)
   
(730
)
   
(144
)
Net loss
 
$
(7,687
)
 
$
(10,694
)
 
$
(854
)
 
$
(18,381
)
 
$
(5,431
)
                                         
Per share data:
                                       
Basic:
                                       
Net loss
 
$
(0.37
)
 
$
(0.51
)
 
$
(0.04
)
 
$
(0.87
)
 
$
(0.26
)
Weighted average number of shares
   
21,032
     
21,029
     
20,921
     
21,030
     
20,919
 
                                         
Diluted:
                                       
Net loss
 
$
(0.37
)
 
$
(0.51
)
 
$
(0.04
)
 
$
(0.87
)
 
$
(0.26
)
Weighted average number of shares
   
21,032
     
21,029
     
20,921
     
21,030
     
20,919
 
                                         
Segment data:
                                       
                                         
Net revenue:
                                       
North American Staffing
 
$
218,090
   
$
206,235
   
$
233,804
   
$
424,325
   
$
465,669
 
International Staffing
   
31,904
     
29,579
     
30,231
     
61,483
     
60,581
 
Corporate and Other
   
14,156
     
18,727
     
40,532
     
32,883
     
92,499
 
Eliminations
   
(931
)
   
(1,203
)
   
(1,562
)
   
(2,134
)
   
(2,720
)
Net revenue
 
$
263,219
   
$
253,338
   
$
303,005
   
$
516,557
   
$
616,029
 
                                         
Operating income (loss):
                                       
North American Staffing
 
$
1,571
   
$
(626
)
 
$
3,058
   
$
945
   
$
5,886
 
International Staffing
   
818
     
(98
)
   
531
     
720
     
1,173
 
Corporate and Other
   
(8,263
)
   
(10,723
)
   
(8,130
)
   
(18,986
)
   
(14,224
)
Gain from divestiture
   
-
     
-
     
3,938
     
-
     
3,938
 
Operating loss
 
$
(5,874
)
 
$
(11,447
)
 
$
(603
)
 
$
(17,321
)
 
$
(3,227
)
                                         
Work days
   
65
     
59
     
65
     
124
     
124
 
 
 

Volt Information Sciences Reports 2018 Second Quarter Results
June 7, 2018
Page 6 of 9
 
Condensed Consolidated Statements of Cash Flows
           
(in thousands)
           
   
Six Months ended
 
   
April 29, 2018
   
April 30, 2017
 
             
Cash and cash equivalents, beginning of the period
 
$
37,077
   
$
6,386
 
                 
Cash used in all other operating activities
   
(14,314
)
   
(6,074
)
Changes in operating assets and liabilities
   
14,590
     
17,873
 
Net cash provided by operating activities
   
276
     
11,799
 
                 
Purchases of property, equipment, and software
   
(1,298
)
   
(6,385
)
Proceeds from divestitures
   
-
     
15,224
 
Net cash provided by all other investing activities
   
164
     
592
 
Net cash provided by (used in) investing activities
   
(1,134
)
   
9,431
 
                 
Net repayment of borrowings
   
-
     
(7,050
)
Debt issuance costs
   
(1,411
)
   
(726
)
Net cash used in all other financing activities
   
(60
)
   
(7
)
Net cash used in financing activities
   
(1,471
)
   
(7,783
)
                 
Effect of exchange rate changes on cash and cash equivalents
   
(571
)
   
910
 
                 
Net increase (decrease) in cash and cash equivalents
   
(2,900
)
   
14,357
 
                 
Cash and cash equivalents, end of the period
 
$
34,177
   
$
20,743
 
                 
Cash paid during the period:
               
Interest
 
$
1,482
   
$
1,838
 
Income taxes
 
$
1,132
   
$
1,111
 
 

Volt Information Sciences Reports 2018 Second Quarter Results
June 7, 2018
Page 7 of 9
 
Condensed Consolidated Balance Sheets
           
(in thousands, except share amounts)
           
   
April 29, 2018
   
October 29, 2017
 
ASSETS
 
(unaudited)
       
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
34,177
   
$
37,077
 
Restricted cash and short-term investments
   
20,455
     
20,544
 
Trade accounts receivable, net of allowances of $773 and $1,249, respectively
   
166,201
     
173,818
 
Recoverable income taxes
   
53
     
1,643
 
Other current assets
   
6,730
     
11,755
 
TOTAL CURRENT ASSETS
   
227,616
     
244,837
 
Other assets, excluding current portion
   
11,032
     
10,851
 
Property, equipment and software, net
   
26,349
     
29,121
 
TOTAL ASSETS
 
$
264,997
   
$
284,809
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Accrued compensation
 
$
23,134
   
$
24,504
 
Accounts payable
   
40,118
     
36,895
 
Accrued taxes other than income taxes
   
21,995
     
20,467
 
Accrued insurance and other
   
27,098
     
30,282
 
Short-term borrowings
   
-
     
50,000
 
Income taxes payable
   
1,154
     
808
 
TOTAL CURRENT LIABILITIES
   
113,499
     
162,956
 
Accrued insurance and other, excluding current portion
   
10,727
     
10,828
 
Deferred gain on sale of real estate, excluding current portion
   
23,189
     
24,162
 
Income taxes payable, excluding current portion
   
615
     
1,663
 
Deferred income taxes
   
1,207
     
1,206
 
Long-term debt
   
48,758
     
-
 
TOTAL LIABILITIES
   
197,995
     
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 - 21,035,503 and 21,026,253 shares, respectively
   
2,374
     
2,374
 
Paid-in capital
   
79,547
     
78,645
 
Retained earnings
   
27,303
     
45,843
 
Accumulated other comprehensive loss
   
(4,804
)
   
(5,261
)
Treasury stock, at cost; 2,702,500 and 2,711,750 shares, respectively
   
(37,418
)
   
(37,607
)
TOTAL STOCKHOLDERS' EQUITY
   
67,002
     
83,994
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
264,997
   
$
284,809
 
 

Volt Information Sciences Reports 2018 Second Quarter Results
June 7, 2018
Page 8 of 9
 
GAAP to Non-GAAP Reconciliations
 
(in thousands)
 
   
Three Months Ended
 
   
April 29, 2018
   
April 30, 2017
 
Reconciliation of GAAP net loss to Non-GAAP net loss:
       
GAAP loss
 
$
(7,687
)
 
$
(854
)
  Selling, administrative and other operating costs
   
(486
)(a)
   
(486
)(a)
  Restructuring and severance costs
   
104
     
199
 
 Impairment charges
   
155
 (b)    
290
 (b)
  Gain from divestitures
   
-
     
(3,938
)(c)
  Income tax benefit
   
-
     
(1,283
)(d)
Non-GAAP net loss
 
$
(7,914
)
 
$
(6,072
)
                 
   
Three Months Ended
 
   
April 29, 2018
   
April 30, 2017
 
Reconciliation of GAAP net loss to Adjusted EBITDA:
         
GAAP loss
 
$
(7,687
)
 
$
(854
)
  Selling, administrative and other operating costs
   
(486
)(a)
   
(486
)(a)
  Restructuring and severance costs
   
104
     
199
 
  Impairment charges
   
155
 (b)    
290
 (b)
  Gain from divestitures
   
-
     
(3,938
)(c)
  Depreciation and amortization
   
1,874
     
2,001
 
  Share-based compensation expense
   
557
     
627
 
  Total other (income) expense, net
   
1,183
     
1,018
 
  (Benefit) provision for income taxes
   
630
     
(767
)
Adjusted EBITDA
 
$
(3,670
)
 
$
(1,910
)
 
 
 
Special item adjustments consist of the following:
  (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 previously purchased software module that is no longer in use.
  (c)
Relates to the sale of Maintech, a non-core business.
  (d)
Relates to a discrete tax benefit resulting from the resolution of uncertain tax positions upon the completion and effective settlement of the IRS audit of the Company's fiscal 2004 through 2010 federal tax and associated state tax audits.
 

Volt Information Sciences Reports 2018 Second Quarter Results
June 7, 2018
Page 9 of 9
 
Note Regarding the Use of Non-GAAP Financial Measures
 
The Company has provided certain Non-GAAP financial information, which includes adjustments for special items and certain line items on a constant currency basis, as additional information for its segment revenue, consolidated net income (loss), segment operating income (loss) and Adjusted EBITDA.  These measures are not in accordance with, or an alternative for, generally accepted accounting principles (“GAAP”) and may be different from Non-GAAP measures reported by other companies.
 
The Company believes that the presentation of Non-GAAP measures on a constant currency basis, eliminating special items and the impact of businesses sold provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations because they permit evaluation of the results of the Company without the effect of currency fluctuations, special items or the impact of businesses sold that management believes make it more difficult to understand and evaluate the Company’s results of operations. Special items include impairments, restructuring and severance as well as certain income or expenses not indicative of the Company’s current or future period performance and are more fully disclosed in the tables.
 
Adjusted EBITDA is defined as earnings or loss before interest, income taxes, depreciation and amortization (“EBITDA”) adjusted to exclude share-based compensation expense as well as the special items described above.
 
Adjusted EBITDA is a performance measure rather than a cash flow measure.  The Company believes the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management.
 
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of the Company’s results of operations and operating cash flows as reported under GAAP. For example, Adjusted EBITDA does not reflect capital expenditures or contractual commitments; does not reflect changes in, or cash requirements for, the Company’s working capital needs; does not reflect the interest expense, or the cash requirements necessary to service the interest payments, on the Company’s debt; and does not reflect cash required to pay income taxes.
 
The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate these measures in the same fashion.
 
 


EX-99.2 3 ss94917_9902.htm PRESS RELEASE
Volt Information Sciences Announces Review of Strategic Alternatives
 
June 05, 2018
 
NEW YORK--(BUSINESS WIRE)-- Volt Information Sciences, Inc. (“Volt” or “the Company”) (NYSE-AMERICAN: VISI) announces today that the Company is fully engaged in a process to evaluate potential strategic alternatives to maximize shareholder value. Such strategic alternatives could include a sale of the Company or a sale of a division or divisions thereof, a strategic merger, a business combination or continuing as a standalone company executing on its business plan. The Company has engaged Houlihan Lokey Capital, Inc. as financial advisor and Milbank, Tweed, Hadley & McCloy LLP as legal advisor to assist in its review.
 
Dana Messina, Chairman of the Board, said, "We remain confident in our ability to execute on our business plan and in the growth opportunities available to us. At the same time, the Board believes it is in the best interest of shareholders to conduct a thorough evaluation of strategic opportunities that could accelerate value recognition or unlock additional value."
 
The Board and the Company have not set a definitive timetable for completion of their review of strategic alternatives, nor has any decision related to any particular strategic alternative been made, and there can be no assurance that the process will result in any transaction being announced or completed in the future. The Company does not intend to make any further announcements related to its review unless and until its Board of Directors has approved a specific transaction or otherwise determined that further disclosure is appropriate. As always, the Company will continue to dedicate its resources to generating business, delivering superior customer service and supporting the development of our employees.
 
About Volt Information Sciences, Inc.
 
Volt Information Sciences, Inc. is a global provider of staffing services (traditional time and materials-based as well as project-based). Our staffing services consists of workforce solutions that include providing contingent workers, personnel recruitment services, and managed staffing services programs supporting primarily administrative, technical, information technology, light-industrial and engineering positions. Our managed staffing programs involves managing the procurement and on-boarding of contingent workers from multiple providers. Our customer care solutions specializes in serving as an extension of our customers' consumer relationships and processes including collaborating with customers, from help desk inquiries to advanced technical support. Our complementary businesses offer customer care call centers, customized talent, and supplier management solutions to a diverse client base. Volt services global industries including aerospace, automotive, banking and finance, consumer electronics, information technology, insurance, life sciences, manufacturing, media and entertainment, pharmaceutical, software, telecommunications, transportation, and utilities. For more information, visit www.volt.com.
 
Forward-Looking Statements
 
This press release contains forward-looking statements that are subject to a number of known and unknown risks, including, among others, the outcome of the Company’s strategic alternatives process, the outcome of the Company’s turnaround plan, general economic, competitive and other business conditions, the degree and timing of customer utilization and rate of renewals of contracts with the Company, and the degree of success of business improvement initiatives 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 are 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, are available without charge upon request to Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036, 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 www.sec.gov and at the Company’s website at www.volt.com in the Investors section.
 
View source version on businesswire.com: https://www.businesswire.com/news/home/20180605005711/en/
 
Investor Contacts:
Volt Information Sciences, Inc.
voltinvest@volt.com
or
Addo Investor Relations
Lasse Glassen, 424-238-6249
lglassen@addoir.com
 
Source: Volt Information Sciences, Inc.
 
Released June 5, 2018

EX-99.3 4 ss94917_9903.htm PRESS RELEASE
June 6, 2018
 
 
Volt Information Sciences Announces Leadership Changes
 
Download as PDF June 06, 2018 NEW YORK--(BUSINESS WIRE)-- Volt Information Sciences, Inc. (“Volt” or the “Company”) (NYSE-AMERICAN: VISI), an international provider of staffing services and managed service programs, announced today that President and Chief Executive Officer Michael Dean is leaving the Company and the Board, effective June 6, 2018. The Company also announced that Linda Perneau has been appointed Interim Chief Executive Officer, in addition to her current role as President of Volt Workforce Solutions.
 
Chairman Dana Messina commented, “Michael has been an invaluable leader for the last three years. I have enjoyed working closely with Michael and applaud his accomplishments. He initially served as Chairman of the Board, but later stepped into the CEO role. He has strengthened the organization at every level, adding key leadership talent, monetizing many non-core assets, dramatically improving our balance sheet, investing in infrastructure, and laying the foundation for growth in each of our businesses. On behalf of the Board of Directors and the entire Company, we would like to thank Michael for his many contributions.” Mr. Messina added, “Given Michael’s departure, I believe it is also a good time for me to personally reduce my role on the Board as Volt transitions to new leadership.”
 
In connection with this development, Nick Cyprus has been appointed Chairman of the Board and William Grubbs has been appointed Vice-Chairman.
 
The Company also announced the formation of an Executive Management Committee comprised of Linda Perneau, Paul Tomkins (Senior Vice President and Chief Financial Officer), Nancy Avedissian (Senior Vice President and General Counsel), and Ann Hollins (Senior Vice President and Chief Human Resources Officer). The Executive Management Committee will be responsible for the day-to-day operational and corporate management of the Company, and will report directly to the Board of Directors.
 
About Volt Information Sciences, Inc.
 
Volt Information Sciences, Inc. is a global provider of staffing services (traditional time and materials-based as well as project-based). Our staffing services consists of workforce solutions that include providing contingent workers, personnel recruitment services, and managed staffing services programs supporting primarily administrative, technical, information technology, light-industrial and engineering positions. Our managed staffing programs involves managing the procurement and on-boarding of contingent workers from multiple providers. Our customer care solutions specializes in serving as an extension of our customers' consumer relationships and processes including collaborating with customers, from help desk inquiries to advanced technical support. Our complementary businesses offer customer care call centers, customized talent, and supplier management solutions to a diverse client base. Volt services global industries including aerospace, automotive, banking and finance, consumer electronics, information technology, insurance, life sciences, manufacturing, media and entertainment, pharmaceutical, software, telecommunications, transportation, and utilities. For more information, visit www.volt.com.
 

Forward-Looking Statements
 
This press release contains forward-looking statements that are subject to a number of known and unknown risks, including, among others, the impact of management changes, the outcome of the Company’s previously announced strategic alternatives process, the outcome of the Company’s turnaround plan, general economic, competitive and other business conditions, the degree and timing of customer utilization and rate of renewals of contracts with the Company, and the degree of success of business improvement initiatives 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 are 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, are available without charge upon request to Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036, 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 & Governance section.
 
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180606006467/en/
Investor Contacts:
Volt Information Sciences, Inc.
voltinvest@volt.com
or
Lasse Glassen
Addo Investor Relations
lglassen@addoir.com
424-238-6249
 
Source: Volt Information Sciences, Inc.
 
Released June 6, 2018

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