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VOL > SEC Filings for VOL > Form 10-Q on 5-Sep-2008All Recent SEC Filings

Show all filings for VOLT INFORMATION SCIENCES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for VOLT INFORMATION SCIENCES, INC.


5-Sep-2008

Quarterly Report


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Organization of Information

Management's discussion and analysis of financial condition and results of operations ("MD&A") is provided as a supplement to our consolidated financial statements and notes thereto included in Part I of this Form 10-Q and to provide an understanding of our consolidated results of operations, financial condition and changes in financial condition. Our MD&A is organized as follows:

o Forward-Looking Statements - This section describes some of the language and assumptions used in this document that may have an impact on the readers' interpretation of the financial statements.

o Non-GAAP Financial Measures - This section describes some of the information extracted from the consolidated financial statements that are not required by generally accepted accounting principles ("GAAP") to be presented in the financial statements.

o Executive Overview - This section provides a general description of our business segments and provides a brief overview of the results of operations during the accounting period.

o Consolidated Results of Operations - This section provides an analysis of the line items on the Statements of Operations for the current and comparative accounting periods.

o Results of Operations by Segment - This section provides a summary of the results of operations by segment in tabular format and an analysis of the line items by segment for the current and comparative accounting periods.

o Liquidity and Capital Resources - This section provides an analysis of our liquidity and cash flows, as well as our discussion of our commitments, securitization program and credit lines.

o Critical Accounting Policies - This section discusses those accounting policies that are considered to be both important to our financial condition and results of operations and require us to exercise subjective or complex judgments in their application.

o New Accounting Pronouncements - This section includes a discussion of recently published accounting authoritative literature that may have an impact on our historical or prospective results of operations or financial condition.

o Related Person Transactions - This section describes any business relationships, or transaction or series of similar transactions, between the Company and its directors, executive officers, shareholders (with a 5% or greater interest in the Company), or any entity in which an executive officer has more than a 10% equity ownership interest, as well as members of the immediate families of any of the foregoing persons during the first nine months of fiscal year 2007 and 2008. Excluded from the transactions are employment compensation and directors' fees.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Continued

Forward-Looking Statements

This report and other reports and statements issued by the Company and its officers from time to time contain certain "forward-looking statements." Words such as "may," "should," "likely," "could," "seek," "believe," "expect," "anticipate," "estimate," "project," "intend," "strategy," "design to," and similar expressions are intended to identify forward-looking statements about the Company's future plans, objectives, performance, intentions and expectations. These forward-looking statements are subject to a number of known and unknown risks and uncertainties including, but are not limited to, those set forth in the Company's Annual Report on Form 10-K, in this Form 10-Q and in the Company's press releases and other public filings. Such risks and uncertainties could cause the Company's actual results, performance and achievements to differ materially from those described in or implied by the forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements made by or on behalf of the Company. The Company does not assume any obligation to update any forward-looking statements after the date they are made.

The information, which appears below, relates to current and prior periods, the results of operations for which periods are not indicative of the results which may be expected for any subsequent periods.

Non-GAAP Financial Measures

This report includes information extracted from consolidated financial information that is not required by GAAP to be presented in the financial statements. Certain of this information is considered "non-GAAP financial measures" as defined by SEC rules. Some of these measures are as follows:

Gross profit for a segment is comprised of its total net sales less direct costs.

Segment or division operating profit is comprised of segment or division gross profit less its overhead, selling and administrative costs and depreciation, and has limitations as an analytical tool. It should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Some of these limitations are due to the omission of: (a) general corporate expenses; (b) interest income earned by the Company on excess cash generated by its segments; (c) interest expended on corporate debt necessary to finance the segments' operations and capital expenditures; and (d) interest and fees related to sales of interests in accounts receivable. Because of these limitations, segment or division operating profit (loss) should only be used on a supplemental basis combined with GAAP results when evaluating the Company's performance.

Overhead is comprised of indirect costs required to support each segment's operations, and is included in cost of sales in the statements of operations, along with selling and administrative and depreciation expenses, which are reflected separately in the statements of operations.

General corporate expenses are comprised of the Company's shared service centers, and include, among other items, enterprise resource planning, human resource, corporate accounting and finance, treasury, legal and executive functions. In order to leverage the Company's infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions are included within general corporate expenses as they are not directly allocable to a specific segment.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Continued

Executive Overview

Volt Information Sciences, Inc. ("Volt") is a leading national provider of staffing services and telecommunications and information solutions with a material portion of its revenue coming from Fortune 100 customers. The Company operates in four segments and the management discussion and analysis addresses each. A brief description of these segments and the predominant source of their sales follows:

Staffing Services: This segment is divided into three major functional areas and operates through a network of over 300 branch offices.

o Staffing Solutions provides a full spectrum of managed staffing, temporary/contract personnel employment, and workforce solutions. This functional area is comprised of the Technical Placement ("Technical") division and the Administrative and Industrial ("A&I") division. The employees and contractors on assignment are usually on the payroll of the Company for the length of their assignment and are then eligible to be re-assigned to another customer. This functional area also uses employees and subcontractors from other staffing providers ("associate vendors") when necessary. This functional area also provides direct placement services and, upon request from customers, subject to contractual conditions, will allow the customer to convert the temporary employees to permanent customer positions under negotiated terms. In addition, the Company's Recruitment Process Outsourcing ("RPO") services deliver end-to-end hiring solutions to customers. The Technical division provides skilled employees, such as computer and other IT specialties, engineering, design, scientific and technical support. The A&I division provides administrative, clerical, office automation, accounting and financial, call center and light industrial personnel. Employee assignments in the Technical division usually last from weeks to months, while in the A&I division the assignments are generally shorter and in both divisions the employee is eligible to be re-assigned and the Company attempts to re-assign the employee as soon as possible.

o E-Procurement Solutions provides global vendor neutral human capital acquisition and management solutions by combining web-based tools and business process outsourcing services. The employees and contractors on assignment are usually from associate vendor firms, although at times, Volt recruited contractors may be selected to fill some assignments, but in those cases Volt competes on an equal basis with other unaffiliated firms. The skill sets utilized in this functional area closely match those of the Technical assignments within the Staffing Solutions area. The Company receives a fee for managing the process, and the revenue for such services is recognized net of its associated costs. This functional area, which is part of the Technical division, is comprised of the ProcureStaff operation.

o Information Technology Solutions provides a wide range of services including consulting, outsourcing and turnkey project management in the product development lifecycle, IT and customer contact markets. Offerings include electronic game testing, hardware and software testing, technical communications, technical call center support, data center management, enterprise technology implementation and integration and corporate help desk services. This functional area offers higher margin project-oriented services to its customers and assumes greater responsibility for the finished product in contrast to the other areas within the segment. This functional area, which is part of the Technical division, is comprised of the VMC Consulting operation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Continued

Executive Overview--Continued

Telecommunications Services: This segment provides a full spectrum of voice, data and video turnkey solutions for government and private sectors, encompassing engineering, construction, installation and maintenance services. These services include outside plant engineering and construction, central office network solutions, integrated technologies, global solutions (structured cabling, field dispatch, installation and repair, security access control and maintenance), government solutions and wireless solutions. This segment is comprised of the Construction and Engineering division and the Network Enterprise Solutions division.

Computer Systems: This segment provides directory and operator systems and services primarily for the telecommunications industry and provides IT maintenance services. The segment also sells information service systems to its customers and, in addition, provides an Application Service Provider ("ASP") model which also provides information services, including infrastructure and database content, on a transactional fee basis. It also provides third-party IT and data services to others. This segment is comprised of Volt Delta Resources, Volt Delta International, LSSiData and the Maintech computer maintenance division.

Printing and Other: This segment provides printing services and publishes telephone directories in Uruguay. The telephone directory revenues of this segment are derived from the sales of telephone directory advertising for the books it publishes. The operations of this segment were part of the Telephone Directory segment until the current quarter. In July 2008, the Company announced that it had agreed to sell the net assets of its DataNational and Directory Systems and Services divisions, whose operations for the current and comparable nine-month periods have been reclassified to Discontinued Operations, with the remainder of the segment being renamed Printing and Other.

The Company's operating segments have been determined in accordance with the Company's internal management structure, which is based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating profit. Operating profit provides management, investors and equity analysts a measure to analyze operating performance of each business segment against historical and competitors' data, although historical results, including operating profit, may not be indicative of future results, as operating profit is highly contingent on many factors, including the state of the economy and customer preferences.

Several historical seasonal factors usually affect the sales and profits of the Company. The Staffing Services segment's sales and operating profit are always lowest in the Company's first fiscal quarter due to the Thanksgiving, Christmas and New Year holidays, as well as certain customer facilities closing for one to two weeks. During the third and fourth quarters of the fiscal year, this segment benefits from a reduction of payroll taxes when the annual tax contributions for higher salaried employees have been met, and customers increase the use of the Company's administrative and industrial labor during the summer vacation period.

In the nine and three-month periods of fiscal 2008, the Company's consolidated net sales totaled $1.8 billion and $590.6 million and consolidated segment operating profit totaled $15.2 million and $13.0 million, respectively. The explanations by segment for the nine and three-month periods are detailed below.

Staffing Services: The Staffing Services segment net sales for the nine-month fiscal period increased by $17.1 million from the comparable 2007 period, but decreased by $20.1 million in the current three months from the comparable 2007 fiscal period. The operating profits for the nine and three-month periods decreased by

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Continued

Executive Overview--Continued

$8.8 million and $1.3 million from the comparable periods in fiscal 2007. The decrease in operating profit for the nine months from the comparable 2007 period was due to a decrease in gross margins and an increase in overhead, partially offset by an increase in net sales. The decrease in operating profit for the three months was due to the decrease in net sales and increase in overhead, partially offset by an increase in gross margins.

Telecommunications Services: The Telecommunications segment sales increased by $56.1 million and $8.3 million, respectively, from the comparable nine and three-month periods in fiscal 2007; however, the operating results decreased by $22.9 million and $6.0 million for the nine months and the current quarter, respectively. The decrease in operating results for the nine months was due to decreased gross margins and increased overhead costs. In late January 2008, the Company learned that it may not be reimbursed for certain costs incurred under an installation contract and the increase in operating loss for the nine months was primarily due to the losses incurred on this contract. The increase in overhead was predominantly due to increased indirect labor related to this contract. The Company continues to negotiate with the customer in order for it to be reimbursed for disputed billings under this contract. The installation work on this contract is substantially complete.

Computer Systems: The Computer Systems segment's sales increased by $21.6 million and $10.4 million, respectively, from the comparable nine and three-month periods in fiscal 2007, while its operating profit decreased by $2.0 million for the nine months, but increased $0.1 million for the current quarter. The decrease in operating profit for the current nine months was due to the increased overhead cost as a result of the acquisition of LSSi, which included $1.5 million of severance costs and increased amortization of intangible costs related to the acquisition.

Printing and Other: On July 29, 2008, the Company announced it had agreed to sell the net assets of its directory systems and services and North American telephone directory publishing operations to Yellow Page Group ("YPG"). The companies have signed an asset purchase agreement and the transaction closed on September 5, 2008. The net purchase price of approximately $179 million was paid in cash at closing.

The transaction includes the operations of Volt Directory Systems and Services and DataNational, formerly part of the Telephone Directory segment, but excludes the Uruguayan printing and telephone directory operations, which now comprises this new segment. The results of operations of Volt Directory Systems and DataNational have been classified as discontinued and the prior period results have been reclassified.

The Printing and Other segment's sales increased by $1.0 million from both the comparable nine and three-month periods in fiscal 2007, however, its operating losses increased by $0.8 million for the nine months, while remaining the same for the three-month period of fiscal 2008. The decrease in operating profit for the nine months of fiscal 2008 was predominantly due to the reduction in gross margin, partially offset by the sales increase.

The Company has focused, and will continue to focus, on aggressively increasing its market share while attempting to maintain margins in order to increase profits. Despite an increase in costs to solidify and expand their presence in their respective markets, the segments have emphasized cost containment measures, along with improved credit and collections procedures designed to improve the Company's cash flow.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Continued

NINE MONTHS ENDED JULY 27, 2008 COMPARED
TO THE NINE MONTHS ENDED JULY 29, 2007

Results of Operations

The information that appears below relates to prior periods. The results of operations for those periods are not necessarily indicative of the results which may be expected for any subsequent period. The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto which appear in Item 1 of this Report.

Consolidated Results of Operations

In the first nine months of fiscal 2008, consolidated net sales increased by $96.5 million, or 6%, to approximately $1.8 billion, from the comparable period of fiscal 2007. The increase in the nine months' net sales resulted from increases in Telecommunications Services of $56.1 million, Staffing Services of $17.1 million, Computer Systems of $21.6 million, and Printing and Other of $1.0 million.

Cost of sales increased by $122.3 million, or 8%, to $1.7 billion, and was 95% of sales, in the nine months of fiscal 2008 as compared to 93% of sales in the comparable period of fiscal 2007. The increase in the cost of sales percentage was primarily due to the losses sustained in the Telecommunications segment in fiscal 2008.

Selling and administrative costs increased by $2.0 million, or 3%, in the current nine-month period from the comparable period in fiscal 2007, and was 3.7% of sales, as compared to 3.8% in the comparable period of fiscal 2007.

Depreciation and amortization increased by $1.7 million, or 6%, in the current nine-month period from the comparable period in fiscal 2007, and remained at 1.7% of sales. The increase in depreciation and amortization in the current nine months from the comparable 2007 fiscal period was attributable to increases in amortization of intangibles in the Computer Systems segment due to acquisitions in fiscal 2007, along with additions of fixed assets in Staffing Services and the Telecommunications Services segment, partially offset by a reduction in amortization of the corporate enterprise resource planning system.

The Company reported an operating loss of $10.5 million in the current nine months, as compared to an operating profit of $20.5 million in the comparable period of fiscal 2007 due to a decrease in segment operating profit of $34.5 million, or 70%, partially offset by a decrease of $3.5 million, or 12%, in general corporate expenses. The decrease in segment operating results was attributable to the decreased operating profits of the Telecommunications Services segment of $22.9 million, the Staffing Services segment of $8.8 million, the Computer Systems segment of $2.0 million and the Printing and Other segment of $0.8 million.

Interest income decreased by $1.0 million, or 23%, in the current nine months from the comparable period in fiscal 2007 due to lower interest rates and a reduction in premium deposits held by insurance companies.

Other expense decreased by $1.4 million, or 29%, in the current nine months from the comparable period in fiscal 2007 due to an amended securitization program which resulted in a reduction in securitization fees and an increase in interest expense.

Interest expense increased by $3.3 million, or 143%, in the current nine months over the comparable period in fiscal 2007 due to additional borrowings used to fund the 2007 acquisitions and the aforementioned amended securitization program.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Continued

NINE MONTHS ENDED JULY 27, 2008 COMPARED
TO THE NINE MONTHS ENDED JULY 29, 2007--Continued

The loss from continuing operations before income taxes for the nine months of fiscal 2008 totaled $16.8 million compared to income from continuing operations of $17.1 million in the comparable nine months of fiscal 2007.

The Company's effective tax benefit rate on its financial reporting pre-tax loss was 36.3% in the nine months of fiscal 2008 compared to an effective tax provision rate of 37.6% on its financial reporting pre-tax income in the comparable period in fiscal 2007.

Discontinued operations for the nine months totaled $4.8 million (net of income taxes of $3.3 million) compared to $5.5 million (net of income taxes of $3.8 million) in the comparable nine months of fiscal 2007.

The net loss in the nine months of fiscal 2008 was $5.9 million compared to a net income of $16.2 million in the comparable period of fiscal 2007.

Results of Operations by Segment
--------------------------------

The  following  two  tables  reconcile  the  operating  profit by segment to the
consolidated  statements of  operations  for the nine months ended July 27, 2008
and July 29, 2007:
                                                           Nine Months Ended July 27, 2008
                              ------------------------------------------------------------------------------------------
                                                                (Dollars in Millions)
                                             Staffing
                                               Total    Telecommunications    Computer       Printing      Corporate &
                                  Total      Services        Services          Systems       and Other    Eliminations
                              ------------------------------------------------------------------------------------------

Net Sales                     $     1,776.7  $  1,486.5  $      133.0       $   160.7            $9.3         ($12.8)

Direct Costs                        1,425.4     1,249.4         108.9            72.3             7.6          (12.8)
Overhead                              264.3       170.1          44.0            50.2               -              -
                              ------------------------------------------------------------------------------------------
Cost of Sales                       1,689.7     1,419.5         152.9           122.5             7.6          (12.8)

Selling & Administrative               66.5        32.9           0.4             6.5             2.9           23.8
Restructuring                           1.5           -             -             1.5               -              -
Depreciation                           29.5        10.4           2.0            14.6             0.6            1.9
                              ------------------------------------------------------------------------------------------

Operating (loss) profit               (10.5)       23.7         (22.3)           15.6            (1.8)         (25.7)
Interest income                         3.4           -             -               -               -            3.4
Other expense, net                     (3.3)          -             -               -               -           (3.3)
Foreign exchange                       (0.8)          -             -               -               -           (0.8)
Interest expense                       (5.6)          -             -               -               -           (5.6)
                              ------------------------------------------------------------------------------------------
(Loss) income from continuing
 operations before minority
 interest and income taxes           ($16.8) $     23.7        ($22.3)      $    15.6           ($1.8)        ($32.0)
                              ==========================================================================================

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS--Continued

NINE MONTHS ENDED JULY 27, 2008 COMPARED
TO THE NINE MONTHS ENDED JULY 29, 2007--Continued

                                                           Nine Months Ended July 29, 2007
                              ------------------------------------------------------------------------------------------
                                                                (Dollars in Millions)
                                             Staffing
                                               Total    Telecommunications     Computer      Printing      Corporate &
                                   Total     Services        Services           Systems      and Other    Eliminations
                              ------------------------------------------------------------------------------------------
Net Sales                     $     1,680.2  $  1,469.4  $      76.9         $   139.1           $8.3         ($13.5)

Direct Costs                        1,346.7     1,230.6         57.5              66.0            6.1          (13.5)
Overhead                              220.7       165.0         17.1              38.6              -              -
                              ------------------------------------------------------------------------------------------
Cost of Sales                       1,567.4     1,395.6         74.6             104.6            6.1          (13.5)

Selling & Administrative               64.5        31.8          0.3               5.1            2.7           24.6
. . .
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