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 1934for the Year Ended December 31, 2004
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
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B. Name of issuer of the securities held pursuant to the plan and
address of its principal executive office:
Volt Information Sciences, Inc.
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560 Lexington Avenue
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New York, NY 10022
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VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
FORM 11-K
TABLE OF CONTENTS
(a) Financial Statements: Page No.
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Report of Independent Registered Public Accounting Firm 1
Statement of Net Assets Available for Benefits - December 31, 2004
and December 31, 2003 2
Statement of Changes in Net Assets Available for Benefits -
For the year ended December 31, 2004 and December 31, 2003 3
Notes to Financial Statements 4
Supplemental Schedules:
Scedule of Assets (Held at End of Year) 10
Schedule of Reportable Transactions 11
Signature 12
(b) Exhibits:
Consent of Independent Registered Public Accounting Firm 13
Report of Independent Registered Public Accounting Firm
The Trustees of the
Volt Information Sciences, Inc. Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Volt Information Sciences, Inc. Savings Plan as of December 31, 2004 and
2003, and the related statements of changes in net assets available for benefits
for the years 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 audits.
We conducted our audits 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 audits
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, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide 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, 2004 and 2003, and the changes in its net assets available for
benefits for the years then ended, in conformity with U. S. generally accepted
accounting principles.
Our audits were 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, 2004, 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 audits 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.
June 27, 2005
1
Volt Information Sciences, Inc. Savings Plan
Statements of Net Assets Available for Benefits
December 31,
2004 2003
------------------- ------------------
Assets
Cash $ 1 $ 25,390
Investments, at fair value:
Mutual funds 64,786,048 53,074,357
Volt Information Sciences, Inc. Common Stock 17,377,984 13,434,299
Participant loans 2,283,541 2,244,172
------------------- ------------------
84,447,573 68,752,828
Contributions receivable from participants 137,219 114,451
Contributions receivable from employer 748,808 661,390
------------------- ------------------
Total assets 85,333,601 69,554,059
Liability
Pending trades, net 46,570 25,156
------------------- ------------------
Net assets available for benefits $ 85,287,031 $ 69,528,903
=================== ==================
See accompanying notes.
2
Volt Information Sciences, Inc. Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31,
2004 2003
------------------ -------------------
Additions
Investment income:
Interest and dividend income $ 1,213,609 $ 1,037,126
Net appreciation in fair value of investments 8,516,727 12,369,040
Participant contributions 8,539,058 7,952,625
Employer contributions 1,451,076 1,253,953
------------------ -------------------
19,720,470 22,612,744
Deductions
Benefits paid to participants 3,962,342 4,930,045
------------------ -------------------
Net increase 15,758,128 17,682,699
Net assets available for benefits at beginning of year 69,528,903 51,846,204
------------------ -------------------
Net assets available for benefits at end of year $ 85,287,031 $ 69,528,903
================== ===================
See accompanying notes.
3
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements
December 31, 2004
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 Participant
loans are stated at their outstanding principal balances, which approximate fair
value.
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.
4
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
C. Investments
The fair value of investments held by the Plan as of December 31, 2004 and 2003
were as follows:
December 31
2004 2003
---------------------------------------
Core Funds
----------
Mellon Certus Stable Value Fund $13,691,393* $12,817,535*
Dreyfus Premier Balanced Fund 5,779,505* 5,247,117*
Dreyfus Disciplined Stock Fund 1,621,352 1,130,705
Dreyfus Midcap Value Fund 14,707,572* 10,836,214*
Dreyfus Basic S&P 500 Index Fund 17,533,169* 14,081,025*
Dreyfus Founders Discovery Fund 2,606,546 1,696,469
Dreyfus Premier Basic Core Bond Fund 4,688,702* 4,578,640*
Dreyfus Appreciation Fund 1,369,342 914,371
Templeton Foreign Fund 2,491,126 1,593,978
Volt Information Sciences, Inc. Common Stock 17,377,984* 13,434,299*
Self-directed Accounts 297,341 178,303
Participant loans 2,283,541 2,244,172
---------------------------------------
Total investments $ 84,447,573 $ 68,752,828
=======================================
*Individual investment representing 5% or more of net assets available for
benefits.
During the years ended December 31, 2004 and 2003, the Plan's investments
(including investments purchased, sold and held during the year appreciated in
fair value (realized and unrealized) as follows:
December 31
2004 2003
---------------------------------------
Mutual funds $ 4,386,023 $ 8,711,865
Volt Information Sciences, Inc. Common Stock 4,130,704 3,657,175
---------------------------------------
Net appreciation $ 8,516,727 $ 12,369,040
=======================================
5
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
C. Investments (continued)
The following table details information about the net assets and the significant
components of the changes in net assets relating to the investment in the Volt
Information Sciences, Inc. Common Stock Fund, which includes both participant
and non-participant directed amounts.
Year ended December 31
2004 2003
-------------------------------------
Additions
Investment income:
Interest and dividend income $ 336 $ 276
Net appreciation in fair value 4,130,704 3,657,175
Participant contributions 655,984 609,520
Employer contributions 121,285 111,990
Transfers to other investment funds, net (326,069) (691,227)
-------------------------------------
4,582,240 3,687,734
Deductions
Benefits paid to participants 607,071 530,138
-------------------------------------
Net increase 3,975,169 3,157,596
Net assets available for benefits at beginning of year 13,495,442 10,337,846
-------------------------------------
Net assets available for benefits at end of year $17,470,611 $13,495,442
=====================================
As of June 27, 2005, the fair value of the Volt Information Sciences, Inc.
Common Stock Fund is approximately $13.8 million.
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."
6
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 Summary
Plan Description available to all participants:
Eligibility: Employees become eligible on their first day of employment,
except as outlined in the Summary Plan Description.
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.
Beginning in 2002, participants, who have reached the 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, 2004, the balance of unused forfeitures was $142,243. During
2003, the Company used $93,272 of forfeitures to offset the employer
matching contribution.
7
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
E. Plan Description (continued)
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.
Investments: Upon enrollment or reenlistment 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.
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.
8
Volt Information Sciences, Inc. Savings Plan
Notes to Financial Statements (continued)
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
2004 2003
------------------ -------------------
Net assets available for benefits per the financial
statements $ 85,287,031 $ 69,528,903
Less amounts allocated to withdrawing participants (348,675) (524,259)
------------------ -------------------
Net assets available for benefits per the Form 5500 $ 84,938,356 $ 69,004,644
================== ===================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 2004:
Benefits paid to participants per the financial statements $ 3,962,342
Add amounts allocated to withdrawing participants at year-end 348,675
Less amounts allocated to withdrawing participants at prior year-end (524,259)
------------------
Benefits to participants per the Form 5500 $ 3,786,758
==================
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.
9
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, 2004
Units/ Current
Description Shares Value
-------------------------------------------------------------------------------------------------------------
Mellon Certus Stable Value Fund* 13,691,393 $ 13,691,393
Dreyfus Premier Balanced Fund* 452,939 5,779,505
Dreyfus Disciplined Stock Fund* 50,778 1,621,352
Dreyfus Midcap Value Fund* 453,237 14,707,572
Dreyfus Basic S&P 500 Index Fund* 497,112 17,533,169
Dreyfus Founders Discovery Fund* 90,599 2,606,546
Dreyfus Premier Basic Core Bond Fund* 316,804 4,688,702
Dreyfus Appreciation Fund* 35,392 1,369,342
Templeton Foreign Fund 202,530 2,491,126
Volt Information Sciences, Inc. Common Stock* (1) 591,289 17,377,984
Calamos Invt TR New Growth Fund 125 6,636
Dreyfus 100% US Treasury MM Fund* 40,607 40,608
Fidelity Advisory Ser. VII Technology Fund 306 4,542
Legg Mason Value Trust Fund 155 10,135
Putman New Opportunities Fund 131 4,933
Buffalo Small Cap Fund 148 4,095
Selected Amern SHS Income Fund 257 9,494
Vanguard Growth & Income Fund 184 5,650
Vanguard /Wellesley Income Fund 995 21,490
Royce Total Return Fund 2,267 27,798
Washington Mutual Investment 363 11,195
Clipper Fund 239 21,440
Dodge & Cox Stock Fund 214 27,900
FMI Focus Fund 49 1,734
Rowe & Price Midcap Value Fund 1,310 30,139
TBC Inc Pooled EMP Daily 69,552 69,552
Participant loans** 2,283,541
--------------------
$ 84,447,573
====================
* Indicates party-in-interest to the Plan.
** All loans mature within 10 years; interest rates range from 5.00% to 10.5%.
(1) Cost $12,648,164
10
EIN: #13-5658129
Plan: #001
Volt Information Sciences, Inc. Savings Plan
Schedule H, Line 4(j)--Schedule of Reportable Transactions
Year ended December 31, 2004
Current
Value of
Asset on
Purchase Selling Cost of Transaction
Description of Assets Price Price Asset Date Net Gain
---------------------------------------- ------------- ------------- --------------- --------------- ---------------
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 * $2,615,103 $ - $2,615,103 $2,615,103 $ -
- 2,802,122 2,199,157 2,802,122 602,965
There were no category (i), (ii) or (iv) transactions during the year ended
December 31, 2004
* Indicates party-in-interest to the Plan.
11
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/Ludwig Guarino
-----------------------------
Ludwig Guarino, Administrator
Date: July 8, 2005
12