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 13, 2015
 
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)

1065 Avenue of the Americas, New York, New York
10018
(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))
 
 
 


 
 
 
 
 
Section 2 – Financial Information
 
Item 2.02 
Results of Operations and Financial Condition
 
On March 13, 2015, Volt Information Sciences, Inc. issued a press release announcing earnings for its fiscal first quarter ended February 1, 2015.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01 
Financial Statements and Exhibits.
 
 
(d) 
Exhibits.  The following exhibit is furnished as part of this Report on Form 8-K:
 
 
Exhibit No.
 
Description of Exhibit
       
 
99.1
 
Press release of Volt Information Sciences, Inc. dated March 13, 2015 announcing earnings for its fiscal first quarter ended February 1, 2015.
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
                         
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/ James Whitney Mayhew  
   
James Whitney Mayhew, Senior Vice President
 
   
and Chief Financial Officer
 
         
 
 
Date: March 17, 2015
 
 
 
 
 
 
 
 
 
 

 
                       
 
EXHIBIT INDEX
 
Exhibit No.
Description of Exhibit
   
99.1
Press release of Volt Information Sciences, Inc. dated March 13, 2015 announcing earnings for its fiscal first quarter ended February 1, 2015.

 
 
 
 
 
 
 
 
 
 
 
 



            
Exhibit 99.1
 
 
 
Volt Information Sciences Reports First Quarter Fiscal 2015 Results


 
·
Net revenue of $383.1 million and net loss of $13.3 million, which included losses from discontinued operations of $4.5 million
 
·
Proforma  operating loss of $5.0 million, a $5.2 million improvement over prior year period
 
·
Proforma Staffing Services segment operating income of $1.7 million improved from a loss in the same period of 2014

New York, NY, March 13, 2015 – Volt Information Sciences, Inc. (NYSE-MKT: VISI) today reported financial results for its first quarter ended February 1, 2015.  The reported net loss for the first quarter of fiscal 2015 was $13.3 million, or $0.64 per share, compared with $17.1 million, or $0.82 per share, in the first quarter of fiscal 2014. Proforma operating results improved $5.2 million in fiscal 2015 to a proforma operating loss of $5.0 million from a proforma loss of $10.2 million in fiscal 2014. Proforma amounts include Unrecognized Revenue (defined below).

“Our first quarter results demonstrate our ongoing execution against the strategic goal of a more highly focused and profitable Volt,” said Ron Kochman, President and Chief Executive Officer.  “We continue to focus on improving our core staffing and services businesses, particularly in our North American traditional time and materials staffing services, as well as reducing our exposure to unfavorable customer contracts. Staffing Services segment operating income and direct margin rate improved as a result of our initiatives. We are pleased with the ongoing improvements in the delivery of our staffing services and believe that our disciplined focus on our business strategy and priorities will drive improved margins and profitability over the course of this fiscal year.”


First Quarter 2015 Revenue and Operating Results

Net loss in the first quarter of 2015 of $13.3 million (proforma $11.0 million) included losses from discontinued operations of $4.5 million. Without this item the net loss in the first quarter of 2015 would have been $8.8 million and proforma net loss $6.5 million.

Net loss in the first quarter of 2014 of $17.1 million (proforma $16.0 million) included restatement, investigations and remediation expenses of $2.7 million, losses from discontinued operations of $4.4 million and restructuring costs of $0.7 million. Without these items, net loss in the first quarter of 2014 would have been $9.3 million and proforma net loss $8.2 million.

Net revenue from continuing operations in the first quarter of 2015 decreased approximately 9% compared to the same quarter of 2014. Revenue from the Staffing Services segment decreased approximately 8% year-over-year at both our enterprise customers and, to a lesser extent, at retail customers.

As previously reported, the Company divested its Computer Systems segment in the first quarter of 2015. The results of the Computer Systems segment are presented as discontinued operations and, as such, have been excluded from continuing operations and from segment results for all periods presented.
             
 
1

 
                  
Condensed Consolidated Results of Operations by Segment
Unaudited (in Thousands)

Results of Operations by Segment (Three Months 2015 vs. Three Months 2014)
       
   
Three months ended February 1, 2015
 
Three months ended February 2, 2014
   
Total
 
Staffing Services
 
Other
 
Total
 
Staffing Services
 
Other
Net Revenue
                                   
Staffing service revenue
  $ 360,821     $ 360,821     $ -     $ 392,269     $ 392,269     $ -  
Other revenue
    22,245       -       22,245       29,359       -       29,359  
Net revenue
    383,066       360,821       22,245       421,628       392,269       29,359  
Expenses
                                               
Direct cost of staffing services revenue
    310,819       310,819       -       339,796       339,796       -  
Cost of other revenue
    19,605       -       19,605       24,133       -       24,133  
Selling, administrative and other operating costs
    53,941       50,580       3,361       60,367       55,722       4,645  
Restructuring costs
    -       -       -       657       657       -  
Segment operating income (loss)
    (1,299 )     (578 )     (721 )     (3,325 )     (3,906 )     581  
Corporate general and administrative
    6,023                       5,232                  
Restatement, investigations and remediation
    -                       2,668                  
Operating loss
    (7,322 )                     (11,225 )                
Other income (expense), net
    (99 )                     (410 )                
Income tax provision
    1,379                       1,047                  
Net loss from continuing operations
    (8,800 )                     (12,682 )                
Loss from discontinued operations, net of taxes
    (4,519 )                     (4,392 )                
Net loss
  $ (13,319 )                   $ (17,074 )                
                                                 
 
NON-GAAP PROFORMA
                                               
   
Three months ended February 1, 2015
 
Three months ended February 2, 2014
   
Total
 
Staffing Services
 
Other
 
Total
 
Staffing Services
 
Other
Net revenue
  $ 383,066     $ 360,821     $ 22,245     $ 421,628     $ 392,269     $ 29,359  
Recognition of previously unrecognized revenue
    (2,630 )     (2,568 )     (62 )     (5,248 )     (5,048 )     (200 )
Additions to unrecognized revenue
    4,912       4,873       39       6,293       6,160       133  
Net non-GAAP proforma adjustment
    2,282       2,305       (23 )     1,045       1,112       (67 )
Proforma net revenue
    385,348       363,126       22,222       422,673       393,381       29,292  
Expenses
                                               
Direct cost of staffing services revenue
    310,819       310,819       -       339,796       339,796       -  
Cost of other revenue
    19,605       -       19,605       24,133       -       24,133  
Selling, administrative and other operating costs
    53,941       50,580       3,361       60,367       55,722       4,645  
Restructuring costs
    -       -       -       657       657       -  
Proforma segment operating income (loss)
    983       1,727       (744 )     (2,280 )     (2,794 )     514  
                                                 
Proforma operating loss
    (5,040 )                     (10,180 )                
                                                 
Proforma net loss from continuing operations
  $ (6,518 )                   $ (11,637 )                

 
 
2

 
             
Net revenue in the first quarter of 2015 decreased $38.5 million to $383.1 million from $421.6 million in the first quarter 2014, and proforma net revenue decreased $37.4 million, or 8.8%, to $385.3 million from $422.7 million in the first quarter of 2014. The decrease in revenue was primarily due to decreased Staffing Services revenues of $31.5 million (proforma of $30.3 million) to $360.8 million (proforma $363.1 million). This primarily reflected lower demand at both enterprise and retail customers, as well as the Company’s continuing initiative to reduce exposure to customers with unfavorable business terms. The Other segment revenues decreased $7.2 million to $22.2 million in the first quarter of 2015 primarily due to lower volume of business from information technology infrastructure services, as well as for telecommunication infrastructure and security services.

Despite the decrease in revenue, the Staffing Services segment operating income and direct margin rate improved as a result of actions taken in recent quarters, including the reorganization of the traditional staffing business, the divestiture of the ProcureStaff business and continuing initiatives to reduce exposure to customers with unfavorable business terms. However, these improvements in our Staffing Services segment were partially offset by a decline in operating results in our Other segment of $1.3 million (proforma $1.3 million) primarily from decreased volume and lower margins.

Unrecognized Revenue - Non-GAAP Proforma Measures – Volt sometimes provides services despite a customer arrangement not yet being finalized, or continues to provide services under an expired arrangement while a renewal arrangement is being finalized. Generally Accepted Accounting Principles (“GAAP”) usually requires that services revenue be deferred until arrangements are finalized or in some cases until cash is received, which causes some periods to include the expense of providing services although the related revenue is not recognized until a subsequent period (“Unrecognized Revenue”). The discussion herein refers to financial data determined both using GAAP as well as on a non-GAAP proforma basis. The non-GAAP proforma basis includes adjustments for Unrecognized Revenue so that revenue is shown in the same period as the related services are provided.  This non-GAAP financial information is used by management and provided herein because it provides a more complete understanding of the Company’s business results and trends.  In addition, the Company believes that lenders, analysts and others in the investment community use this non-GAAP financial information to assess the Company’s historical results, and that failure to report this non-GAAP measure could result in a potentially misplaced perception that the Company’s results have met, exceeded or underperformed expectations.  This non-GAAP information should not be considered an alternative for, or in isolation from, the financial information prepared and presented in accordance with GAAP. In addition, this measure may not be comparable to similarly titled measures used by other companies.


Liquidity
 

During the first quarter of 2015, continuing operations provided $18.0 million in cash. Of this amount, $4.4 million was used to reduce borrowings, $7.4 million in funding the discontinued Computer Systems segment, and the majority of the remainder was held by the Company. The Company used $1.2 million for capital expenditures of property, equipment and software, and received $0.3 million for the sale of investments net of purchases.
 
 
3

 
             
Condensed Consolidated Statements of Cash Flows
(in Thousands)
   
Three months ended
   
February 1, 2015
 
February 2, 2014
Cash and cash equivalents, beginning of the period
  $ 9,105     $ 9,847  
                 
Other changes in operating assets and liabilities
    25,572       34,217  
Cash used in all other operating activities
    (7,533 )     (9,951 )
Net cash provided by operating activities
    18,039       24,266  
                 
Net cash (used in) provided by investing activities
    (772 )     2,157  
                 
Net release of cash restricted as collateral for borrowings
    9,123       (16 )
Net cash used in all other financing activities
    (13,653 )     (22,516 )
Net cash used in financing activities
    (4,530 )     (22,532 )
                 
Effect of exchange rate changes on cash and cash equivalents
    402       176  
                 
Net cash used in discontinued operations
    (7,448 )     (1,830 )
                 
Net increase in cash and cash equivalents
    5,691       2,237  
                 
Change in cash from discontinued operations
    -       (1,161 )
                 
Cash and cash equivalents, end of the period
  $ 14,796     $ 10,923  
                 
Cash paid during the period:
               
Interest
  $ 644     $ 953  
Income taxes
  $ 329     $ 1,136  

On February 1, 2015, excluding $8.0 million of long-term debt, the Company’s consolidated borrowings were $115.0 million, which was drawn under the short-term financing program.  The Company had cash and cash equivalents of $14.8 million and an additional $1.3 million of cash restricted as collateral for foreign currency credit lines and banking facilities. Based on current collateral levels (certain staffing segment receivables) the Company also had approximately $15.3 million available under the short-term financing program.
        
 
4

 
               
Condensed Consolidated Balance Sheets
(in Thousands, except share amounts)
 
   
February 1, 2015
 
November 2, 2014
ASSETS
 
(unaudited)
 
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 14,796     $ 9,105  
Restricted cash and short-term investments
    18,477       32,436  
Trade accounts receivable, net of allowances of $968 and $868, respectively
    216,439       248,101  
Recoverable income taxes
    18,097       18,311  
Prepaid insurance and other current assets
    24,432       26,255  
Assets held for sale
    -       24,220  
TOTAL CURRENT ASSETS
    292,241       358,428  
Prepaid insurance and other assets, excluding current portion
    46,809       39,600  
Property, equipment and software, net
    25,659       26,304  
TOTAL ASSETS
  $ 364,709     $ 424,332  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
Accrued compensation
  $ 36,201     $ 41,182  
Accounts payable
    48,329       55,873  
Accrued taxes other than income taxes
    18,901       17,099  
Accrued insurance and other
    35,975       39,104  
Deferred revenue, net, current portion
    4,007       3,491  
Short-term borrowings, including current portion of long-term debt
    115,923       129,417  
Liabilities held for sale
    -       19,126  
TOTAL CURRENT LIABILITIES
    259,336       305,292  
Accrued insurance and other, excluding current portion
    12,217       11,874  
Income taxes payable, excluding current portion
    8,677       8,556  
Long-term debt, excluding current portion
    7,057       7,216  
TOTAL LIABILITIES
    287,287       332,938  
                 
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  - 23,625,103 and 23,610,103, respectively; Outstanding - 20,937,796 and 20,922,796, respectively
    2,363       2,361  
Paid-in capital
    73,669       73,194  
Retained earnings
    50,815       64,119  
Accumulated other comprehensive loss
    (7,545 )     (6,400 )
Treasury stock, at cost; 2,687,307 shares
    (41,880 )     (41,880 )
TOTAL STOCKHOLDERS’ EQUITY
    77,422       91,394  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 364,709     $ 424,332  

About Volt Information Sciences, Inc.

Volt Information Sciences, Inc. is an international provider of staffing services (traditional time and materials based as well as project based), information technology infrastructure services, telecommunication infrastructure and security services, and telephone directory publishing and printing in Uruguay. Our staffing services consists of workforce solutions that include providing contingent workers, personnel recruitment services, and managed staffing services programs supporting primarily professional administration, technical, information technology and engineering positions. Our project-based staffing assists with individual customer assignments as well as customer care call centers and gaming industry quality assurance testing services, and our managed service programs consist of managing the procurement and on-boarding of contingent workers from multiple providers. Our information technology infrastructure services provide server, storage, network and desktop IT hardware maintenance, data center and network monitoring and operations.  For more information visit www.volt.com.
 
 
5

 
                
Forward-Looking Statements

This press release contains forward-looking statements 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.  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., 1065 Avenue of the Americas, New York, New York 10018, Attention: Shareholder Relations, 212-704-7921. 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.

# # #
Contact:
Volt Information Sciences, Inc.
James Whitney, 212-704-7921
voltinvest@volt.com
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6


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