0000947871-19-000182.txt : 20190306 0000947871-19-000182.hdr.sgml : 20190306 20190306161931 ACCESSION NUMBER: 0000947871-19-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190306 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190306 DATE AS OF CHANGE: 20190306 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: 1103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 19662759 BUSINESS ADDRESS: STREET 1: 50 CHARLES LINDBERGH BLVD STREET 2: SUITE 206 CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 516-228-6770 MAIL ADDRESS: STREET 1: 50 CHARLES LINDBERGH BLVD STREET 2: SUITE 206 CITY: UNIONDALE STATE: NY ZIP: 11553 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 ss128103_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):  March 6, 2019
 
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)

50 Charles Lindbergh Blvd., Uniondale, New York
11553
(Address of principal executive offices)
(Zip Code)


(516) 228-6700
(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 March 6, 2019, Volt Information Sciences, Inc. issued a press release announcing earnings for its fiscal first quarter ended January 27, 2019.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
 

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 6, 2019 announcing earnings for its fiscal first quarter ended January 27, 2019.
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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:  March 6, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
EXHIBIT INDEX
 
Exhibit No.
 
Description of Exhibit
 

 
 
 
 
 


EX-99.1 2 ss128103_ex9901.htm PRESS RELEASE
Exhibit 99.1



Volt Information Sciences Reports Fiscal 2019 First Quarter Financial Results

Company Achieves Year-Over-Year Revenue Growth and Significant Improvements in Operating Results Led by the Strength of the North American Staffing Segment

NEW YORK, NY, March 6, 2019 – 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 fiscal 2019 first quarter ended January 27, 2019. Key highlights include:
 

First quarter total Company net revenue of $253.4 million, up slightly year-over-year; On a same-store basis, which exclude net revenue contributed from a business exited during the past year and the effect of foreign exchange rate fluctuations, net revenue increased $1.8 million, or 0.7%, year-over-year
 

First quarter North American Staffing segment net revenue of $211.8 million increased 2.7% year-over-year; North American Staffing segment operating income of $3.9 million compared with an operating loss of $0.6 million a year ago
 

Total Company gross margins in the first quarter of 14.9% increased 70 basis points year-over-year
 

Total Company selling, administrative and other operating costs in the first quarter of $39.8 million, declined 15.2% year-over-year
 

Total Company net loss in the first quarter of $3.2 million improved significantly compared with net loss of $10.7 million a year ago
 

Total Company adjusted EBITDA in the first quarter was a loss of $1.1 million compared with a loss of $9.1 million a year ago
 
Commenting on Volt’s performance, Linda Perneau, President and CEO, said, “We are off to a good, reassuring start in fiscal 2019 as our solid execution drove improved performance in virtually every key financial and operational metric. At the top line, we generated year-over-year growth in net sales for the first time in 26 quarters. This growth is largely attributed to actions we initiated last year within our North American Staffing segment designed to improve our sales engine and strengthen service delivery. In addition, our emphasis on driving retail growth in our commercial and professional job categories, pricing discipline on new business and success in reducing workers compensation expenses improved Volt’s gross margins on a year-over-year basis. We also continue to see benefits from our cost containment initiatives and other efforts to achieve operational efficiencies across the enterprise. This resulted in a sharp year-over-year reduction in selling, administrative and other operating costs.  Our success in these key metrics during the first quarter collectively contributed to the year-over-year improvement in Volt’s operating results and Adjusted EBITDA.”

Ms. Perneau continued, “Overall, I am extremely proud of what our team has accomplished in a very short period of time.  Momentum continues to build at Volt. Our results from this past quarter are strong evidence that we are on the right track and I am encouraged by the team’s dedication, persistence and hard work. I look forward to continued execution of our strategy, enhancing our financial and operational performance and driving shareholder value as we move forward.”


Volt Information Sciences Reports Fiscal 2019 First Quarter Results
March 6, 2019
Page 2 of 8

Fiscal 2019 First Quarter Results
Total revenue for the fiscal 2019 first quarter was $253.4 million, up slightly compared to $253.3 million in the first quarter of fiscal 2018. On a same-store basis, net revenue increased nearly 1% year-over-year excluding net revenue contributed from a business exited during the past year and the effect of currency fluctuations.

Total gross margin in the first quarter of fiscal 2019 was 14.9%, an improvement of 70 basis points year-over-year. The margin improvement was driven by growth in higher-margin revenue from retail customers, improved worker compensation experience, partially offset by a higher mix of larger price-competitive customers and competitive pricing pressure.

Selling, administrative and other operating costs in the first quarter of fiscal 2019 decreased $7.1 million, or 15.2%, to $39.8 million from $46.9 million in the first quarter of fiscal 2018. The improvement is primarily attributed to Volt’s ongoing cost reduction efforts in all areas of the business including lower labor, legal and consulting fees, as well as a reduction in travel and facility expenses. SG&A as a percent of revenue improved to 15.7% in the first quarter compared with 18.5% a year ago.

Net loss was $3.2 million in the first quarter of fiscal 2019, compared to $10.7 million in the first quarter of fiscal 2018.

Adjusted EBITDA, which is a Non-GAAP measure, was negative $1.1 million in the fiscal 2019 first quarter, compared to negative Adjusted EBITDA of $9.1 million in the year ago period. 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.

Business Outlook
Volt’s outlook statements are based on current expectations. The following statements are forward-looking, and actual results could differ materially depending on market conditions and the factors set forth under “Forward-Looking Statements” below.

For the second quarter of fiscal 2019 ending April 28, 2019, the Company currently expects its total Company consolidated revenue will be roughly 1% lower than the prior year quarter, driven predominantly by a modest decline in its North American Staffing segment.


Volt Information Sciences Reports Fiscal 2019 First Quarter Results
March 6, 2019
Page 3 of 8

Conference Call and Webcast
A conference call and simultaneous webcast to discuss the fiscal 2019 first quarter financial results will be held today at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. Volt’s President and CEO Linda Perneau and CFO 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 go to 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 Wednesday, March 6, 2019 at 7:30 p.m. Eastern Time through Wednesday, March 20, 2019 at 11:59 p.m. Eastern Time. To access the replay, dial (844) 512-2921 (U.S.) or (412) 317-6671 (International) and enter the Conference ID #13687750. A replay of the webcast will also be available for 90 days upon completion of the call, accessible through the Investors section of the Company’s website at www.volt.com.

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 consist 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 involve managing the procurement and on-boarding of contingent workers from multiple providers. Our customer care solutions specialize 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, including the Company's revenue outlook for the second quarter of fiscal 2019, that are subject to a number of known and unknown risks, including, among others, 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 (“SEC”).  Copies of the Company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the SEC, are available without charge upon request to Volt Information Sciences, Inc., 50 Charles Lindbergh Blvd., Suite 206, Uniondale NY 11553, 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.


Volt Information Sciences Reports Fiscal 2019 First Quarter Results
March 6, 2019
Page 4 of 8
 
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 the impact of foreign currency fluctuations on certain line items, 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, eliminating special items, the impact of foreign currency fluctuations 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.

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 Fiscal 2019 First Quarter Results
March 6, 2019
Page 5 of 8

Results of Operations
                 
(in thousands, except per share data)
                 
   
Three Months Ended
 
   
January 27, 2019
   
October 28, 2018
   
January 28, 2018
 
                   
Net revenue
 
$
253,436
   
$
264,805
   
$
253,338
 
Cost of services
   
215,737
     
220,797
     
217,329
 
Gross margin
   
37,699
     
44,008
     
36,009
 
                         
Selling, administrative and other operating costs
   
39,810
     
41,261
     
46,938
 
Restructuring and severance costs
   
59
     
4,512
     
518
 
Impairment charges
   
-
     
351
     
-
 
Operating loss
   
(2,170
)
   
(2,116
)
   
(11,447
)
                         
Interest income (expense), net
   
(746
)
   
(627
)
   
(782
)
Foreign exchange gain (loss), net
   
213
     
491
     
703
 
Other income (expense), net
   
(239
)
   
(252
)
   
(528
)
Loss before income taxes
   
(2,942
)
   
(2,504
)
   
(12,054
)
Income tax provision (benefit)
   
273
     
382
     
(1,360
)
Net loss
 
$
(3,215
)
 
$
(2,886
)
 
$
(10,694
)
                         
Per share data:
                       
Basic:
                       
Net loss
 
$
(0.15
)
 
$
(0.14
)
 
$
(0.51
)
Weighted average number of shares
   
21,080
     
21,072
     
21,029
 
                         
Diluted:
                       
Net loss
 
$
(0.15
)
 
$
(0.14
)
 
$
(0.51
)
Weighted average number of shares
   
21,080
     
21,072
     
21,029
 
                         
Segment data:
                       
                         
Net revenue:
                       
North American Staffing
 
$
211,848
   
$
220,540
   
$
206,235
 
International Staffing
   
26,266
     
27,289
     
29,579
 
North American MSP
   
8,217
     
8,208
     
8,480
 
Corporate and Other
   
7,846
     
9,708
     
10,247
 
Eliminations
   
(741
)
   
(940
)
   
(1,203
)
Net revenue
 
$
253,436
   
$
264,805
   
$
253,338
 
                         
Operating income (loss):
                       
North American Staffing
 
$
3,887
   
$
8,197
   
$
(626
)
International Staffing
   
304
     
1,000
     
(98
)
North American MSP
   
965
     
844
     
265
 
Corporate and Other
   
(7,326
)
   
(12,157
)
   
(10,988
)
Operating income (loss)
 
$
(2,170
)
 
$
(2,116
)
 
$
(11,447
)
                         
Work days
   
59
     
64
     
59
 
                         
 
 
 

Volt Information Sciences Reports Fiscal 2019 First Quarter Results
March 6, 2019
Page 6 of 8
 
Condensed Consolidated Statements of Cash Flows
           
(in thousands)
           
   
Three Months ended
 
   
January 27, 2019
   
January 28, 2018
 
             
Cash, cash equivalents and restricted cash beginning of the period
 
$
36,544
   
$
54,097
 
                 
Cash used in all other operating activities
   
(2,188
)
   
(8,625
)
Changes in operating assets and liabilities
   
4,148
     
21,654
 
Net cash provided by operating activities
   
1,960
     
13,029
 
                 
Purchases of property, equipment, and software
   
(1,698
)
   
(345
)
Net cash provided by all other investing activities
   
(69
)
   
92
 
Net cash used in investing activities
   
(1,767
)
   
(253
)
                 
Net draw-down of borrowings
   
5,000
     
30,000
 
Debt issuance costs
   
(140
)
   
(1,327
)
Net cash provided by financing activities
   
4,860
     
28,673
 
                 
Effect of exchange rate changes on cash, cash equivalents and restricted cash
   
(429
)
   
112
 
                 
Net increase in cash, cash equivalents and restricted cash
   
4,624
     
41,561
 
                 
Cash, cash equivalents and restricted cash end of the period
 
$
41,168
   
$
95,658
 
                 
Cash paid during the period:
               
Interest
 
$
801
   
$
926
 
Income taxes
 
$
146
   
$
627
 
                 
Reconciliation of cash, cash equivalents and restricted cash end of the period:
         
Current Assets:
               
Cash and cash equivalents
 
$
32,925
   
$
53,868
 
Restricted cash included in Restricted cash and short term investments
   
8,243
     
12,094
 
Restricted cash as collateral for borrowings included in Restricted cash and short term investments
   
-
     
29,696
 
Cash, cash equivalents and restricted cash, at end of period
 
$
41,168
   
$
95,658
 
 
 

Volt Information Sciences Reports Fiscal 2019 First Quarter Results
March 6, 2019
Page 7 of 8

Condensed Consolidated Balance Sheets
           
(in thousands, except share amounts)
           
   
January 27, 2019
   
October 28, 2018
 
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
32,925
   
$
24,763
 
Restricted cash and short-term investments
   
11,262
     
14,844
 
Trade accounts receivable, net of allowances of $31 and $759, respectively
   
150,339
     
157,445
 
Other current assets
   
6,658
     
7,444
 
TOTAL CURRENT ASSETS
   
201,184
     
204,496
 
Other assets, excluding current portion
   
7,941
     
7,808
 
Property, equipment and software, net
   
24,515
     
24,392
 
TOTAL ASSETS
 
$
233,640
   
$
236,696
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Accrued compensation
 
$
25,203
   
$
27,120
 
Accounts payable
   
26,442
     
33,498
 
Accrued taxes other than income taxes
   
17,218
     
15,275
 
Accrued insurance and other
   
25,688
     
23,335
 
Income taxes payable
   
1,224
     
1,097
 
TOTAL CURRENT LIABILITIES
   
95,775
     
100,325
 
Accrued insurance and other, excluding current portion
   
13,177
     
13,478
 
Deferred gain on sale of real estate, excluding current portion
   
21,730
     
22,216
 
Income taxes payable, excluding current portion
   
604
     
600
 
Deferred income taxes
   
509
     
510
 
Long-term debt
   
54,090
     
49,068
 
TOTAL LIABILITIES
   
185,885
     
186,197
 
                 
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 - 21,191,030 and 21,179,068 shares, respectively
   
2,374
     
2,374
 
Paid-in capital
   
78,909
     
79,057
 
Retained earnings
   
6,743
     
9,738
 
Accumulated other comprehensive loss
   
(6,912
)
   
(7,070
)
Treasury stock, at cost; 2,546,973 and 2,558,935 shares, respectively
   
(33,359
)
   
(33,600
)
TOTAL STOCKHOLDERS' EQUITY
   
47,755
     
50,499
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
233,640
   
$
236,696
 
 
 

Volt Information Sciences Reports Fiscal 2019 First Quarter Results
March 6, 2019
Page 8 of 8
 
GAAP to Non-GAAP Reconciliations
(in thousands)
             
   
Three Months Ended
 
   
January 27, 2019
 
January 28, 2018
Reconciliation of GAAP net loss to Non-GAAP net loss:
       
GAAP net loss
 
$
(3,215
)
 
$
(10,694
)
  Selling, administrative and other operating costs
   
(486
) (a)
   
(486
) (a)
  Restructuring and severance costs
   
59
     
518
 
  Income tax benefit
   
-
     
(1,052
) (b)
Non-GAAP net loss
 
$
(3,642
)
 
$
(11,714
)
                 


   
Three Months Ended
 
   
January 27, 2019
 
January 28, 2018
Reconciliation of GAAP net loss to Adjusted EBITDA:
         
GAAP net loss
 
$
(3,215
)
 
$
(10,694
)
  Selling, administrative and other operating costs
   
(486
) (a)
   
(486
) (a)
  Restructuring and severance costs
   
59
     
518
 
  Depreciation and amortization
   
1,603
     
1,852
 
  Share-based compensation expense
   
(113
)
   
435
 
  Total other (income) expense, net
   
772
     
607
 
  Provision (benefit) for income taxes
   
273
     
(1,360
)
Adjusted EBITDA
 
$
(1,107
)
 
$
(9,128
)
 
 
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 a discrete tax benefit resulting from the expiration of uncertain tax positions in Q1 2018.
 
 
 
 
 
 
 
 
 

 
 
 
 
 
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