-----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, HlKPZA025vD7aHdD9tiM7CBfwrFn4eWwfMK5PehICB0PXf0orGV3OwI9/q6BZC4P zy3rfBGGRhllY+yV/Ez8hQ== 0001157523-07-000138.txt : 20070109 0001157523-07-000138.hdr.sgml : 20070109 20070109084618 ACCESSION NUMBER: 0001157523-07-000138 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070109 DATE AS OF CHANGE: 20070109 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: 07519006 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 a5306436.txt VOLT INFORMATION SCIENCES, INC. 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): January 9, 2007 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 January 9, 2007, the Company issued a press release announcing its results of operations for the fourth quarter and fiscal year ended October 29, 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 January 9, 2007. 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: January 9, 2007 By: /s/ Jack Egan --------------------------------------- Jack Egan, Chief Financial Officer 2 EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Volt Information Sciences, Inc. Press Release dated January 9, 2007 3 EX-99.1 2 a5306436ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Volt Information Sciences Reports Fourth Quarter and Fiscal Year Results NEW YORK--(BUSINESS WIRE)--Jan. 9, 2007--Volt Information Sciences, Inc. (NYSE: VOL) today reported financial results for the Company's fourth quarter and fiscal year ended October 29, 2006. Volt will conduct a conference call webcast at 10:00 A.M. (EST) today to discuss fourth quarter and fiscal year results. The conference call dial-in number is 1-800-857-6028 (domestic) or 1-210-234-0013 (international), passcode: Fourth 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. FOURTH QUARTER - FISCAL 2006 RESULTS For the fourth quarter of fiscal 2006 ended October 29, 2006, the Company reported net income of $13.6 million, or $0.86 per share, compared to $8.4 million, or $0.54 per share, in the fiscal 2005 fourth quarter, an increase of 62%. Net sales for the 2006 quarter increased by 3% to $610.2 million, compared to $590.2 million in last year's comparable quarter. Income before minority interest and income taxes increased by $4.3 million, or 25%, compared to the 2005 comparable quarter. The minority interest was repurchased from Nortel Networks, Inc. on December 29, 2005. FISCAL YEAR 2006 RESULTS For the twelve months of fiscal 2006, the Company reported net income of $30.7 million, or $1.97 per share, compared to net income of $17.0 million, or $1.11 per share, in the comparable fiscal 2005 period, an increase of 80%. Net sales for the twelve months of fiscal 2006 increased by 7% to $2.3 billion, compared to $2.2 billion last year. Income before minority interest and income taxes was $51.6 million in the fiscal year 2006 compared to $36.3 million last year, an increase of 42%. Commenting on the results for the fourth quarter and year, Mr. Steven A. Shaw, President and CEO of Volt, stated "Staffing Services continued to be the main force behind our improved fourth quarter and full fiscal year results. Strong demand in our IT and Engineering markets, tight control of workers' compensation and unemployment costs, and solid execution of our business plan to focus on higher margin clients and services were the primary drivers for the improved results. In addition to our Staffing Services segment, the Directory Services and Computer Systems segments continue to be major contributors to the bottom line. We are pleased with both our results and corporate initiatives and are confident that our capable employees and broad array of workforce, technology, and telecommunications solutions will provide us with the opportunity and ability to continue to grow our Company." STAFFING SERVICES The $34.7 million, or 7%, increase in sales in the fourth quarter of fiscal 2006 from the comparable fiscal 2005 period was due to a 12% increase in the Technical Placement division partially offset by a 1% decrease in the Administrative and Industrial division. The increase in operating profit of $8.7 million was due to the increase in sales, an increase in gross margin percentage, primarily due to an increase in high-margin direct placement business, reduced workers' compensation and payroll tax costs, and a decrease in overhead costs as a percentage of sales. The segment has been working closely with customers to better manage worker's compensation costs which are approximately $1.4 million below last year's run rate for the quarter. The most significant aspect of the reduction in overhead costs as a percentage of sales was a reduction of approximately $4.2 million in general insurance costs as a result of retrospective adjustments related to the division's positive claim experience. COMPUTER SYSTEMS The Computer Systems segment's sales increase of $3.0 million, or 7%, in the fourth quarter of fiscal 2006 over the comparable 2005 period was primarily due to increases of $5.5 million in new business as a result of the segment's acquisition of Varetis Solutions in December 2005 and an increase in the Maintech division's IT maintenance sales of $0.9 million partially offset by decreases in the segment's other divisions. The decrease in operating profit of $4.4 million was due to decreased gross margins, increases in overhead necessary to support the sales increase and additional amortization of intangible assets. TELEPHONE DIRECTORY The Telephone Directory segment's sales decrease of $0.4 million, or 2%, for the fourth quarter of fiscal 2006 from the comparable 2005 period resulted from decreases of $0.6 million, or 3%, in publishing sales due to the timing of delivery of telephone directories. The segment's operating profit increased by $0.6 million, or 13%, primarily due to increased gross margins. TELECOMMUNICATIONS SERVICES The Telecommunications Services segment's sales decrease of $16.1 million, or 36%, in the fourth quarter of fiscal 2006 over the comparable 2005 period was due to decreases of $14.5 million in the Construction and Engineering division and $1.6 million in the Network Enterprise Solutions division. The higher sales in the Construction and Engineering division in fiscal 2005 resulted from customer acceptance of several large construction jobs in that year. The segment sustained a loss of $1.7 million in the 2006 fourth quarter compared to an operating profit of $0.8 million in the prior year due to the decreased sales and higher overhead as a percentage of sales. GENERAL CORPORATE EXPENSES The decrease in General Corporate expenses compared to the 2005 quarter was related to higher professional fees and costs related to the first year compliance with the Sarbanes-Oxley Act in the 2005 quarter. CASH AND CASH EQUIVALENTS Cash and cash equivalents, excluding restricted cash, was $38.5 million at the end of the quarter. At October 29, 2006, the Company had sold a participating interest in accounts receivable of $110.0 million under its securitization program and had the ability to finance an additional $90.0 million under the facility. In addition, the Company may borrow under a $40.0 million revolving secured credit facility. The facility requires the maintenance of certain accounts receivable balances in excess of borrowings and terminates in April 2008 unless extended. Effective December 19, 2006, the Company's wholly owned subsidiary, Volt Delta Resources ("Delta") entered into a stand-alone three year $70.0 million secured, syndicated, revolving credit agreement ("Delta Credit Facility") with Wells Fargo,N.A. as the administrative agent and arranger, and as a lender thereunder. Wells Fargo and the other three lenders under the Delta Credit Facility, Lloyd TSB Bank Plc, Bank of America, N.A and JPMorgan Chase also participate in the Company's $40.0 million revolving credit facility. Neither the Company nor Delta guarantee each other's facility but certain subsidiaries of both are guarantors of their respective parent companies. Under the Delta Credit Facility, Delta is required to pay down approximately $38.0 million in intercompany debt owed to the Company within 30 days of closing. 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) FOURTH QUARTER ENDED FISCAL YEAR ENDED October 29, October 30, October 29, October 30, 2006 2005 2006 2005 ----------- ----------- ----------- ----------- (Dollars in thousands, except per share data) Net sales $610,220 $590,224 $2,338,453 $2,177,619 =========== =========== =========== =========== Income before minority interest and income taxes 21,434 17,098 $51,569 $36,293 Minority interest -- Note A - (2,320) (1,021) (7,024) ----------- ----------- ----------- ----------- Income before income taxes 21,434 14,778 50,548 29,269 Income tax provision (7,870) (6,423) (19,898) (12,229) ----------- ----------- ----------- ----------- Net income $13,564 $8,355 $30,650 $17,040 =========== =========== =========== =========== Per Share Data Basic Net income $0.87 $0.54 $1.98 $1.11 =========== =========== =========== =========== Diluted: Net income $0.86 $0.54 $1.97 $1.11 =========== =========== =========== =========== Weighted average number of shares outstanding - basic 15,605,948 15,338,956 15,484,600 15,320,305 =========== =========== =========== =========== Weighted average number of shares outstanding - diluted 15,736,770 15,387,689 15,591,825 15,416,968 =========== =========== =========== =========== (Notes Follow) VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES SUMMARY OF RESULTS OF OPERATIONS BY SEGMENT (UNAUDITED) FOURTH QUARTER ENDED FISCAL YEAR ENDED October 29, October 30, October 29, October 30, 2006 2005 2006 2005 ----------- ----------- ----------- ----------- Net Sales: (Dollars in thousands) - ----------------------- Staffing Services -- Note B Traditional Staffing $500,583 $468,771 $1,915,649 $1,765,838 Managed Services 302,500 269,063 1,109,315 1,157,168 ----------- ----------- ----------- ----------- Total Gross Sales 803,083 737,834 3,024,964 2,923,006 Less: Non-Recourse Managed Services (289,988) (259,406) (1,052,682) (1,121,196) ----------- ----------- ----------- ----------- Net Staffing Services 513,095 478,428 1,972,282 1,801,810 Telephone Directory 24,914 25,326 79,351 82,298 Telecommunications Services 28,903 45,047 118,862 139,011 Computer Systems 48,214 45,199 187,930 173,119 Elimination of inter- segment sales (4,906) (3,776) (19,972) (18,619) ----------- ----------- ----------- ----------- Total Net Sales $610,220 $590,224 $2,338,453 $2,177,619 =========== =========== =========== =========== Income before Minority Interest and Income Taxes Segment Operating Profit (Loss) - ----------------------- Staffing Services $23,226 $14,511 $58,799 $31,179 Telephone Directory 5,307 4,684 15,828 14,895 Telecommunications Services (1,707) 790 (1,168) (2,429) Computer Systems 6,815 11,222 28,447 35,801 ----------- ----------- ----------- ----------- Total Segment Operating Profit 33,641 31,207 101,906 79,446 General corporate expenses (10,667) (12,336) (43,350) (38,839) ----------- ----------- ----------- ----------- Total Operating Profit 22,974 18,871 58,556 40,607 Interest income and other (expense) (1,325) (1,191) (4,663) (2,234) Foreign exchange gain (loss) - net 202 (139) (505) (255) Interest expense (417) (443) (1,819) (1,825) ----------- ----------- ----------- ----------- Income before Minority Interest and Income Taxes $21,434 $17,098 $51,569 $36,293 =========== =========== =========== =========== (Notes Follow) VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET DATA (Unaudited) October 29, October 30, 2006 2005 ------------- ------------- Assets (Dollars in thousands) Current Assets Cash and cash equivalents, $38,481 $61,988 Restricted cash - Note B 30,713 26,131 Short-term investments 4,709 4,213 Trade receivables, net -- Note C 390,799 399,677 Inventories 28,735 33,758 Deferred income taxes 9,167 10,246 Prepaid insurance and other assets 37,280 19,788 ------------- ------------- Total Current Assets 539,884 555,801 Property, plant and equipment, net 74,135 83,272 Deposits and other assets 2,247 2,102 Goodwill - Note A 50,896 32,623 Other intangible assets, net - Note A 31,959 14,914 ------------- ------------- Total Assets $699,121 $688,712 ============= ============= Liabilities and Stockholders' Equity Current Liabilities Notes payable to bank $4,639 $6,622 Current portion of long-term debt 470 2,404 Accounts payable 190,431 172,788 Accrued wages and commissions 59,387 55,081 Accrued taxes other than income taxes 20,186 17,586 Accrued insurance and other accruals 29,241 35,173 Deferred income and other liabilities 37,519 30,628 Income taxes payable 3,626 1,686 ------------- ------------- Total Current Liabilities 345,499 321,968 Accrued insurance 4,760 1,630 Long-term debt 12,827 13,297 Deferred income taxes 10,787 13,358 Minority interest -- Note A - 43,444 Stockholders' Equity 325,248 295,015 ------------- ------------- Total Liabilities and Stockholders' Equity $699,121 $688,712 ============= ============= (Notes Follow) 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 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 $18.3 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 October 29, 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 $110.0 million and $100.0 million at October 29, 2006 and October 30, 2005, respectively. Accordingly, the trade receivables included on the October 29, 2006 and October 30, 2005 balance sheets have been reduced to reflect the participation interest sold. D - On December 19, 2006, the Company's Board of Directors authorized and approved a three-for-two stock split in the form of a dividend on the Company's common stock, par value $.10 per share. Shares of common stock will be paid on January 26, 2007, to all stockholders of record as of January 15, 2007. CONTACT: Volt Information Sciences, Inc. Jack Egan and Ron Kochman, 212-704-2400 voltinvest@volt.com -----END PRIVACY-ENHANCED MESSAGE-----