-----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, UeExACVtTAeqQ2gLGTT7UJRlVg8fvWOZX3jNNYK0qt8qsTYAPzyt9E8/7plA+ugc XZry4fpcqWADVBIjprIzBQ== 0001157523-06-005965.txt : 20060608 0001157523-06-005965.hdr.sgml : 20060608 20060608100458 ACCESSION NUMBER: 0001157523-06-005965 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060608 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060608 DATE AS OF CHANGE: 20060608 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: 1030 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09232 FILM NUMBER: 06892962 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 a5165843.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): June 8, 2006 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 June 8, 2006, the Company issued a press release announcing its results of operations for the second quarter and six months ended April 30, 2006. 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 June 8, 2006. 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 June 8, 2006 By: /s/ Jack Egan -------------------------------------- Jack Egan, Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 99.1 Volt Information Sciences, Inc. Press Released EX-99.1 2 a5165843ex991.txt EXHIBIT 99.1 Exhibit 99.1 Volt Information Sciences Announces Second Quarter Results NEW YORK--(BUSINESS WIRE)--June 8, 2006--Volt Information Sciences, Inc. (NYSE: VOL) today reported financial results for the Company's second quarter and six months ended April 30, 2006. Volt will conduct a conference call webcast at 11:00 A.M. (EDT) today to discuss second quarter results. The conference call dial-in number is 1-888-385-9734 (domestic) or 1-517-623-4202 (international), passcode: Second 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. Attached is a summary of the Company's results of operations and the notes thereto. The notes are an integral part of the summary. SECOND QUARTER - FISCAL 2006 RESULTS For the second quarter of fiscal 2006 ended April 30, 2006, the Company reported net income of $9.1 million, or $0.59 per share, compared to $4.5 million, or $0.29 per share, in the fiscal 2005 second quarter. Net sales for the 2006 quarter increased by 9% to $593.8 million, compared to $546.0 million in last year's comparable quarter. Income before minority interest and income taxes increased by $6.3 million, or 68%, compared to the 2005 comparable quarter. The minority interest was repurchased from Nortel Networks, Inc. on December 29, 2005. SIX MONTHS - FISCAL 2006 RESULTS For the first six months of fiscal 2006, the Company reported net income of $8.7 million, or $0.56 per share, compared to $3.7 million, or $0.24 per share, last year. Net sales for the 2006 six-month period increased by 10% to $1.1 billion compared to $1.0 billion last year. Income before minority interest and income taxes was $15.9 million in the six months ended April 30, 2006 compared to $9.4 million in the comparable fiscal 2005 period. Commenting on the results for the second quarter, Mr. Steven A. Shaw, President and Chief Executive Officer of Volt, stated, "We are pleased that our initiatives in Staffing Services are producing their desired results. Strong demand and margin improvement in our Technical Placement and Administrative and Industrial divisions, along with growth in our higher margin Permanent Placement and Recruitment Process Outsource (RPO) offerings are the primary drivers for the Company's improved performance. Margin growth combined with aggressive cost controls associated with workers' compensation and unemployment insurance has had a positive effect. These improved results were achieved in spite of higher SOX compliance costs and a one time charge for death benefits related to the passing of two senior corporate executives." STAFFING SERVICES Net sales for this segment increased by 11% to $502.3 million compared to the fiscal 2005 second quarter while operating profit doubled to $14.5 million from $7.3 million. The increase in the operating profit was the result of increased revenue in both the Technical and Administrative divisions, for both permanent placement and traditional staffing, and a reduction in workers' compensation expense, which more than offset lower profitability of the VMC Consulting division. COMPUTER SYSTEMS The segment reported an operating profit of $9.8 million on net sales of $52.1 million in the second quarter of fiscal 2006 compared to an operating profit of $9.0 million on net sales of $42.9 million in the comparable prior year period. The quarter includes $4.9 million of new business revenue as a result of the Company's December 30, 2005 acquisition of Varetis Solutions GmbH. TELEPHONE DIRECTORY Net sales for this segment approximated $17 million while operating profit increased to $4.0 million in the fiscal 2006 second quarter from $2.5 million in the comparable prior year period. The increase in operating profit was the result of increased sales in the segment's community telephone directory division and the timing of the distribution of higher margin directories. TELECOMMUNICATIONS SERVICES Net sales in this segment decreased in the second quarter of fiscal 2006 to $27.3 million from $37.9 million and the segment reported a $40,000 operating loss compared to an operating profit of $0.2 million in the comparable prior year period. The results of the quarter were negatively impacted by reduced sales and lower gross margins in the Construction and Engineering division. GENERAL CORPORATE EXPENSES General corporate expenses increased by $1.7 million, or 19%, due to a one-time accrual of $1.2 million for death benefits related to two senior corporate executives, increased salaries, professional fees and costs related to compliance with the Sarbanes-Oxley Act. LIQUIDITY Cash and cash equivalents, excluding restricted cash, was $44.8 million at the end of the quarter. At April 30, 2006, the Company had sold a participating interest in accounts receivable of $140.0 million under its securitization program and had the ability to finance an additional $60.0 million under the facility. In addition, the Company may borrow under a secured $40.0 million revolving credit facility. At April 30, 2006, the Company had borrowed 6.0 million Euros ($7.6 million) under the facility. 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 include 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 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) SECOND QUARTER ENDED SIX MONTHS ENDED April 30, May 1, April 30, May 1, 2006 2005 2006 2005 -------------------------------------------- (In thousands, except per share data) Net sales $593,811 $546,045 $1,143,319 $1,043,880 ============================================ Income before minority interest and income taxes $15,420 $9,166 $15,857 $9,374 Minority interest -- Note A - (1,759) (1,021) (3,253) -------------------------------------------- Income before income taxes 15,420 7,407 14,836 6,121 Income tax provision (6,310) (2,880) (6,103) (2,402) -------------------------------------------- Net income $9,110 $4,527 $8,733 $3,719 ============================================ Per Share Data Basic Net income $0.59 $0.30 $0.57 $0.24 ============================================ Diluted: Net income $0.59 $0.29 $0.56 $0.24 ============================================ Weighted average number of shares outstanding - basic 15,431 15,324 15,387 15,307 ============================================ Weighted average number of shares outstanding - diluted 15,516 15,446 15,476 15,444 ============================================ VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES SUMMARY OF RESULTS OF OPERATIONS BY SEGMENT (UNAUDITED) SECOND QUARTER ENDED SIX MONTHS ENDED April 30, May 1, April 30, May 1, 2006 2005 2006 2005 -------------------------------------------- Net Sales: (Dollars in thousands) - ---------- Staffing Services -- Note B Traditional Staffing $484,557 $442,822 $930,184 $856,916 Managed Services 273,791 312,334 524,867 609,766 -------------------------------------------- Total Gross Sales 758,348 755,156 1,455,051 1,466,682 Less: Non-Recourse Managed Services (256,042) (302,292) (495,103) (593,485) -------------------------------------------- Net Staffing Services 502,306 452,864 959,948 873,197 Telephone Directory 17,226 17,369 33,011 33,073 Telecommunications Services 27,295 37,935 67,409 63,139 Computer Systems 52,137 42,920 93,411 84,114 Elimination of inter- segment sales (5,153) (5,043) (10,460) (9,643) -------------------------------------------- Total Net Sales $593,811 $546,045 $1,143,319 $1,043,880 ============================================ Income (Loss) Before Minority Interest and Income Taxes Staffing Services $14,496 $7,263 $19,325 $9,716 Telephone Directory 4,017 2,501 6,278 4,608 Telecommunications Services (40) 193 728 (2,236) Computer Systems 9,837 9,015 15,586 16,529 -------------------------------------------- Total Segment Operating Profit 28,310 18,972 41,917 28,617 General corporate expenses (10,669) (8,976) (22,557) (17,283) -------------------------------------------- Total Operating Profit 17,641 9,996 19,360 11,334 Interest income and other (expense)-net (1,671) (290) (2,244) (746) Foreign exchange loss-net (103) (98) (356) (260) Interest expense (447) (442) (903) (954) -------------------------------------------- Income Before Minority Interest and Income Taxes $15,420 $9,166 $15,857 $9,374 ============================================ VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET DATA (Unaudited) April 30, October 30, 2006 2005 ------------------------ Assets (Dollars in thousands) Current Assets Cash and cash equivalents $44,785 $61,698 Restricted cash 20,478 26,421 Short-term investments 4,371 4,213 Trade receivables, net -- Note C 355,647 399,677 Inventories 37,397 33,758 Recoverable income taxes 1,424 - Deferred income taxes 7,384 10,246 Prepaid and other assets 24,333 19,788 ------------------------ Total Current Assets 495,819 555,801 Property, plant and equipment, net 81,919 83,272 Deposits and other assets 1,804 2,102 Goodwill 50,484 32,623 Other intangible assets, net 34,085 14,914 ------------------------ Total Assets $664,111 $688,712 ======================== Liabilities and Stockholders' Equity Current Liabilities Notes payable to bank $11,547 $6,622 Current portion of long-term debt 452 2,404 Accounts payable 166,015 172,788 Accrued wages and commissions 55,341 55,081 Accrued taxes other than income taxes 22,473 17,586 Accrued insurance and other accruals 33,414 35,173 Deferred income and other liabilities 37,207 30,628 Income taxes payable - 1,686 ------------------------ Total Current Liabilities 326,449 321,968 Accrued insurance 748 1,630 Long-term debt 13,067 13,297 Deferred income taxes 15,410 13,358 Minority interest -- Note A - 43,444 Stockholders' Equity 308,437 295,015 ------------------------ Total Liabilities and Stockholders' Equity $664,111 $688,712 ======================== VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES SUMMARY OF RESULTS OF OPERATIONS BY SEGMENT (UNAUDITED) A - In December 2005, Volt Delta Resources, LLC ("Volt Delta"), the principal business unit of the Computer Systems segment, purchased from Nortel Networks, Inc. ("Nortel Networks") its 24% minority interest in Volt Delta for $62.0 million, including an excess cash distribution of $5.4 million. Nortel Networks had originally purchased its 24% interest in August of 2004, and under the terms of the original purchase agreement, each party had a one-year option to cause Nortel Networks to sell and Volt Delta to buy the minority interest for an amount ranging from $25.0 million to $70.0 million, exercisable starting August 2006. During the first fiscal quarter of 2006, Volt Delta also purchased Varetis Solutions GmbH ("Varetis Solutions") from varetis AG for $24.8 million. The acquisition provides Volt Delta the resources to focus on the evolving global market for directory information systems and services. Varetis Solutions adds technology in the area of wireless and wireline database management, directory assistance/inquiry automation and wireless handset information delivery to Volt Delta's significant technology portfolio. The preliminary allocation of the purchase price of the transactions resulted in $17.9 million of goodwill and $20.8 million of intangible assets in fiscal 2006. 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 segregated from cash and cash equivalents on the April 30, 2006 and October 30, 2005 balance sheets. C - Under a securitization program, the receivables related to the staffing solutions business of the Company are sold from time-to-time by the Company, through a 100%-owned consolidated special purpose subsidiary to an unaffiliated third party. The outstanding balance of the participation interest sold was $140.0 million and $100.0 million at April 30, 2006 and October 30, 2005, respectively. Accordingly, the trade receivables included on the April 30, 2006 and October 30, 2005 balance sheets have been reduced to reflect the participation interest sold. During May 2006, the Company reduced the outstanding interest sold from $140.0 million to $130.0 million. D - The balance sheet data at October 30, 2005 has been reclassified to conform to the current presentation. CONTACT: Volt Information Sciences, Inc. Jack Egan / Ron Kochman, 212-704-2400 voltinvest@volt.com -----END PRIVACY-ENHANCED MESSAGE-----