UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Year Ended December 31, 2006
Or
/ / Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______________________ to _________________
Commission File No. 1-9232
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
Volt Information Sciences, Inc. Savings Plan
--------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and address
of its principal executive office:
Volt Information Sciences, Inc.
-------------------------------
560 Lexington Avenue
-------------------------------
New York, NY 10022
-------------------------------
VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
FORM 11-K
TABLE OF CONTENTS
(a) Financial Statements: Page No.
--------
Reports of Independent Registered Public Accounting Firms 2
Statements of Net Assets Available for Benefits - December 31, 2006
and December 31, 2005 4
Statements of Changes in Net Assets Available for Benefits -
For the years ended December 31, 2006 and December 31, 2005 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets (Held at End of Year) 12
Schedule of Reportable Transactions 13
Signature 14
(b) Exhibits:
Consents of Independent Registered Public Accounting Firms 15
Report of Independent Registered Public Accounting Firm
The Trustees of the Volt Information Sciences, Inc. Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Volt Information Sciences, Inc. Savings Plan as of December 31, 2006, and
the related statement of changes in net assets available for benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2006, and the changes in its net assets available for benefits for
the year then ended, in conformity with U.S. generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
(held at end of year) as of December 31, 2006, and reportable transactions for
the year then ended, are presented for purposes of additional analysis and are
not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
are fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/Mitchell & Titus, LLP
New York, New York
June 26, 2007
2
Report of Independent Registered Public Accounting Firm
The Trustees of the
Volt Information Sciences, Inc. Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Volt Information Sciences, Inc. Savings Plan as of December 31, 2005 and
the related statement of changes in net assets available for benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2005 and the changes in its net assets available for benefits for
the year then ended, in conformity with U.S. generally accepted accounting
principles. Our audit was performed for the purpose of forming an opinion on the
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
New York, New York
June 22, 2006
3
Volt Information Sciences, Inc. Savings Plan
Statements of Net Assets Available for Benefits
December 31
2006 2005
-----------------------------------
Assets
Cash $ 176,234 $ -
Investments, at fair value:
Mutual funds 71,704,088 57,675,388
Volt Information Sciences, Inc. Common Stock 23,655,638 11,983,874
Common/Collective trusts 17,512,136 13,902,281
Participant loans 3,062,329 2,728,540
-----------------------------------
Total investments 115,934,191 86,290,083
-----------------------------------
Contributions receivable:
From employer 872,487 818,568
From participants 169,769 146,341
-----------------------------------
Total contributions receivable 1,042,256 964,909
-----------------------------------
Total assets 117,152,681 87,254,992
Liability
Pending trades, net 31,167 15,198
-----------------------------------
Net assets available for benefits at fair value 117,121,514 87,239,794
-----------------------------------
Adjustment from fair value to contract value for
interest in collective trusts relating to fully
benefit-responsive investment contracts 250,160 141,823
-----------------------------------
Net assets available for benefits $ 117,371,674 $ 87,381,617
===================================
See accompanying notes.
4
Volt Information Sciences, Inc. Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
2006 2005
-----------------------------------
Additions
Investment income:
Interest and dividend income $ 1,514,362 $ 1,343,358
Net appreciation (depreciation) in fair value of
investments 24,282,558 (4,279,557)
-----------------------------------
Total investment income (loss) 25,796,920 (2,936,199)
-----------------------------------
Contributions:
Participant 10,872,033 10,599,345
Employer 1,813,016 1,676,600
-----------------------------------
Total contributions 12,685,049 12,275,945
-----------------------------------
Total additions 38,481,969 9,339,746
Deductions
Benefits paid to participants 8,491,912 7,245,160
-----------------------------------
Net increase 29,990,057 2,094,586
Net assets available for benefits at beginning of year 87,381,617 85,287,031
-----------------------------------
Net assets available for benefits at end of year $117,371,674 $ 87,381,617
===================================
See accompanying notes.
5
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements
December 31, 2006
A. Background
The Volt Information Sciences, Inc. Savings Plan (the "Plan"), as amended and
restated, was adopted by the Board of Directors of Volt Information Sciences,
Inc. ("VIS" or the "Company") on September 29, 1980.
In January 2000, the Volt Information Sciences, Inc. Employees' Stock Ownership
Plan ("ESOP") was merged into the Plan. In connection therewith, all of the ESOP
assets were transferred into the Plan. All ESOP benefit accruals were frozen and
all accounts became fully vested, effective January 1, 2000.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
B. Significant Accounting Policies
The accounting records of the Plan are maintained on the accrual basis.
Investments, including the investment in VIS common stock, are stated at fair
value, generally determined by reference to published market data. Investments
in collective trust funds are valued at the net asset value per unit as reported
by the respective funds. Participant loans are stated at their outstanding
principal balances, which approximate fair value.
As described in Financial Accounting Standards Board Staff Position, FSP AAG
INV-1 and SOP 94-4-1, "Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA Investment
Company Guide and Defined-Contribution Health and Welfare and Pension Plans"
(the "FSP"), investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for benefits
of a defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the
plan. The plan invests in investment contracts through collective trust funds.
As required by the FSP, the Statement of Net Assets Available for Benefits
presents the fair value of the investment in the collective trusts as well as
the adjustment of the investment in the collective trusts from fair value to
contract value relating to the investment contracts. The Company adopted the
provisions of the FSP at December 31, 2006. The requirements of the FSP have
been applied retroactively to the Statement of Net Assets Available for Benefits
as of December 31, 2005, which is presented for comparative purposes. Adoption
of the FSP had no effect on the Statement of Changes in Net Assets Available for
Benefits for any period presented.
6
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
B. Significant Accounting Policies (continued)
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
All costs and expenses incurred with regard to the administration of the Plan
are paid by the Company.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Certain amounts in the 2005 financial statements have been reclassified to
conform with the 2006 financial statement presentation.
C. Investments
The fair value of investments held by the Plan as of December 31, 2006 and 2005
were as follows:
December 31
Investments at fair value 2006 2005
-----------------------------------
Core Funds:
Mellon Stable Value Fund $ 17,442,373* $ 13,883,119*
Dreyfus Premier Balanced Fund 7,595,638* 6,079,933*
Dreyfus Disciplined Stock Fund 3,092,753 1,941,228
Dreyfus Midcap Value Fund 19,154,368* 16,795,201*
Dreyfus Basic S&P 500 Index Fund 22,825,636* 19,003,753*
Dreyfus Founders Discovery Fund 3,162,408 2,676,121
Dreyfus Premier Core Bond Fund 6,140,579* 5,190,050*
Dreyfus Appreciation Fund 3,101,484 1,965,965
Templeton Foreign Fund 6,343,909* 3,786,166
Volt Information Sciences, Inc. Common Stock 23,655,638* 11,983,874*
Self-directed accounts 357,076 256,133
Participant loans 3,062,329 2,728,540
-----------------------------------
Total investments $ 115,934,191 $ 86,290,083
===================================
*Individual investment representing 5% or more of net assets available for
benefits.
7
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
C. Investments (continued)
During the years ended December 31, 2006 and 2005, the Plan's investments
(including investments purchased, sold and held during the year) appreciated
(depreciated) in fair value as follows:
December 31
2006 2005
----------------------------------
Mutual funds $ 6,735,244 $ 2,075,781
Volt Information Sciences, Inc. Common Stock Fund 17,547,314 (6,355,338)
----------------------------------
Net change in fair value $24,282,558 $(4,279,557)
==================================
The following table details information about the net assets and the significant
components of the changes in net assets relating to the Volt Information
Sciences, Inc. Common Stock Fund, which includes both participant and
non-participant directed amounts.
Year ended December 31
2006 2005
-------------------------------
Additions
Investment income:
Interest and dividend income $ 2,191 $ 1,404
Net appreciation (depreciation) in fair value 17,547,314 (6,355,338)
Participant contributions 703,330 807,106
Employer contributions 121,391 129,742
Transfers from (to) other investment funds, net (6,146,535) 480,907
-------------------------------
12,227,691 (4,936,179)
Deductions
Benefits paid to participants 551,366 481,005
-------------------------------
Net increase (decrease) 11,676,325 (5,417,184)
Net assets available for benefits at beginning of
year 12,053,427 17,470,611
-------------------------------
Net assets available for benefits at end of year $ 23,729,752 $ 12,053,427
===============================
The Plan provides that participants who have attained the age of 55 and have ten
years of participation in the Plan may elect to diversify their ESOP investment
of up to 25% of their individual accounts during an "election period", as
defined. Participants who have attained the age of 60 and have completed ten
years of participation in the Plan may elect to diversify the investment of up
to 50% of their individual accounts during the "election period."
8
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
D. Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated December 6, 2002, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended. The Plan has applied for but not yet received a
new determination letter. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
will take all actions necessary to maintain the qualified status of the Plan.
E. Plan Description
A brief description of certain provisions of the Plan agreement is as follows. A
more detailed description of the Plan provisions is maintained in the Plan
Document.
Eligibility: Employees become eligible on their first day of employment,
except as outlined in the Plan Document.
Participant Contributions: Effective January 2, 2003, participants have the
option of contributing up to 60% of base compensation, up to the Internal
Revenue Service maximum or Plan limitations, which is not currently taxable
to the employee, into any of the Plan's available core fund options.
Participants who have reached age 50 on or before December 31 and who have
already contributed the maximum, may elect to make a catch-up contribution
up to the Internal Revenue Service maximum.
Employer Contributions: The Company provides a matching contribution equal
to 50% of the first 3% of salary contributions by eligible participants.
These contributions are made semi-annually. Company matching contributions
vest at a rate of 20% per year over a five-year period. The forfeited
portion of an account of an employee who leaves employment with VIS without
being fully vested may be used to reduce future employer contributions. At
December 31, 2006 and 2005, the balance of unused forfeitures was $358,876
and $239,179, respectively.
Rollover Contributions: The Plan permits the acceptance of rollover
contributions upon approval of the Company. Rollover contributions
generally consist of lump-sum distributions received by a participant from
a qualified retirement plan, an individual retirement account or individual
retirement annuity. Rollover contributions are included in participant
contributions in the statements of changes in net assets available for
benefits.
9
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
E. Plan Description (continued)
Investments: Upon enrollment or re-enlistment and on a daily basis
thereafter, each participant can direct that his or her contributions and
the Company matching contribution be invested in one or more of the
available core funds. In addition, participants have the option to
participate in a self-directed account and may invest up to 50% of their
total account balance in mutual funds outside of the core funds.
Payment of Benefits: Participants may make a withdrawal from any of their
vested accounts at any time on or after attaining age 59 1/2. If a
participant terminates service with the Company, the participant can
request a distribution of their vested account balance at any time.
Benefits are recorded when paid.
The Plan has a loan provision which permits participating employees to borrow
from their 401(k) contribution account. The maximum loan is 50% of the
participant's account balance, up to $50,000. The loan, together with interest,
is repaid through payroll deductions. Interest is credited to the participant's
account. The interest rate is the prime rate plus 1% at the time the loan is
processed.
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan subject to the provisions of ERISA. Upon such termination,
participants become 100% vested and Plan assets will be distributed to
participants based on their individual account balances.
F. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
2006 2005
------------------------------------
Net assets available for benefits per the financial
statements $117,371,674 $87,381,617
Less: contract value adjustment (250,160) -
Less amounts allocated to withdrawing participants (243,211) (280,842)
------------------------------------
Net assets available for benefits per the Form 5500 $116,878,303 $87,100,775
====================================
10
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
F. Reconciliation of Financial Statements to Form 5500 (continued)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 2006:
Benefits paid to participants per the financial statements $ 8,491,912
Add amounts allocated to withdrawing participants at year-end 243,211
Less amounts allocated to withdrawing participants at prior
year-end (280,842)
---------------
Benefits to participants per the Form 5500 $ 8,454,281
===============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims to have been processed and approved for payment prior to the Plan
year-end but not yet paid as of that date.
Fully benefit-responsive investment contracts are recorded at fair value on Form
5500 and contract value is recognized in net assets available for benefits in
the financial statements. Consequently, the reported net asset values on Form
5500 and in the financial statements will differ and total additions in the
financial statements may differ from the total income reported on the Form 5500.
G. Related-Party Transactions
Certain Plan investments are shares of mutual funds managed by Mellon
Investments. Mellon Investments is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions.
H. Subsequent Events
The Company, with the approval of the Board of Directors, decided to transfer
the assets of the plan to Charles Schwab. In May 2007, the assets, excluding the
investment in the Mellon Stable Value Fund, were transferred to the new trustee.
The investment in the Mellon Stable Value Fund will be transferred to the new
trustee over a nine-month period beginning May 2007.
11
EIN: #13-5658129
Plan: #001
Volt Information Sciences, Inc. Savings Plan
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2006
Description Units/Shares Current Value
-----------------------------------------------------------------------------------------
Mellon Stable Value Fund* 17,692,533 $ 17,442,373
Dreyfus Premier Core Bond Fund* 429,111 6,140,579
Dreyfus Premier Balanced Fund* 547,236 7,595,638
Dreyfus Disciplined Stock Fund* 87,613 3,092,753
Dreyfus MidCap Value Fund* 597,081 19,154,368
Dreyfus S&P 500 Index Fund* 570,641 22,825,636
Dreyfus Founders Discovery Fund* 105,308 3,162,408
Templeton Foreign Fund* 465,096 6,343,909
Dreyfus Appreciation Fund* 70,826 3,101,484
Touchstone FDS Small CAP Fund 789 15,691
Mutual Service Fd Inc Discover Fund 357 10,775
Dodge & Cox Stock Fund 225 34,555
Dodge & Cox FDS Intl Stock Fund 125 5,462
Dreyfus 100% US Treasury MM Fund* 8,867 8,867
CGM TR Focus Fund 188 6,521
Fidelity Advisor Ser VII Strategic Opportunities 287 6,479
Weitz Fds Partners Value Fund 519 12,688
Wexford TR Muhlenkamp Fund 124 10,846
Rowe & Price MidCap Value Fund 1,536 39,041
Royce Total Return Fund 2,506 34,458
TBC Inc Pooled EMP Daily 12/31/2049 43,721 43,721
Fairholme Fund 146 4,238
Meridian Fund 139 5,466
Janus MID Cap Fund 67 1,599
Bridgeway Ultra Small Company Mkt Fund 403 5,093
Sound Shore Fund 143 5,588
FMI FDS Inc Large Cap Fund 3,421 51,966
TBC Inc Pooled EMP Daily 12/31/2099 26,043 26,043
Rowe Price Emerging EUR& Mediteranen FD 311 10,076
Price T Rowe Retirement Fund 466 8,745
Price T Rowe Health Science Fund 167 4,373
Fidelity Contrafund Inc New Insights Fund 260 4,785
Volt Information Sciences, Inc Common Stock Fund* (1) 471,134 23,655,638
Loans to Participants ** 3,062,329 3,062,329
-----------------
$ 115,934,191
=================
* Indicates party-in-interest to the Plan.
** All loans mature within 10 years; interest rates range from 5.00% to 10.5%.
(1) Cost $11,396,416
12
EIN: #13-5658129
Plan: #001
Volt Information Sciences, Inc. Savings Plan
Schedule H, Line 4(j)--Schedule of Reportable Transactions
Year ended December 31, 2006
Current
Value of
Asset on
Purchase Selling Cost of Transaction Net Gain
Description of Assets Price Price Asset Date (Loss)
-----------------------------------------------------------------------------------------------------------------------
Category (iii)
--A series of transactions with respect to securities of
the same issue which amount in the aggregate to more
than 5% of the current value of plan assets at the
beginning of the plan year
Volt Information Sciences, Inc. Common Stock Fund* $6,148,996 $ - $ 6,148,996 $ 6,148,996 $ -
- 12,024,546 8,539,270 12,024,546 3,485,276
There were no category (i), (ii) or (iv) transactions during the year ended
December 31, 2006.
* Indicates party-in-interest to the Plan.
13
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements
December 31, 2006
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrators have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
VOLT INFORMATION SCIENCES, INC.
SAVINGS PLAN
------------
By: /s/Jack Egan
-----------------------------
Jack Egan, Administrator
Date: June 27, 2007
14
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement No.
333-45903 on Form S-8 dated February 9, 1998 and Registration Statement No.
333-106245 on Form S-8 dated June 18, 2003 pertaining to the Volt Information
Sciences, Inc. Savings Plan of our report dated June 26, 2007, with respect to
the financial statements and schedules of the Volt Information Sciences, Inc.
Savings Plan included in this Annual Report (Form 11-K) for the year ended
December 31, 2006.
/s/Mitchell & Titus, LLP
New York, New York
June 27, 2007
15
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement No.
333-45903 on Form S-8 dated February 9, 1998 and Registration Statement No.
333-106245 on Form S-8 dated June 18, 2003 pertaining to the Volt Information
Sciences, Inc. Savings Plan of our report dated June 22, 2006, with respect to
the financial statements and schedules of the Volt Information Sciences, Inc.
Savings Plan included in this Annual Report (Form 11-K) for the year ended
December 31, 2005.
/s/ ERNST & YOUNG LLP
New York, New York
June 27, 2007
16