UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    
For the quarterly period ended July 29, 2018
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    
For the transition period from          to         
 
Commission File Number: 001-09232  
 
VOLT INFORMATION SCIENCES, INC.
(Exact name of registrant as specified in its charter)
New York
13-5658129
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
1133 Avenue of Americas, New York, New York
10036
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(212) 704-2400
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   x  Yes     ¨   No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x   Yes   ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
 
 
 
 
 
 
(Do not check if a smaller reporting company)
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ¨    No x

As of August 31, 2018, there were 21,178,515 shares of common stock outstanding.

 



PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
July 29, 2018
 
July 30, 2017
 
July 29, 2018
 
July 30, 2017
 
 
NET REVENUE
$
257,808

 
$
289,924

 
$
774,365

 
$
905,953

 
Cost of services
221,448

 
244,205

 
664,695

 
766,225

 
GROSS MARGIN
36,360

 
45,719

 
109,670

 
139,728

 
EXPENSES
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
42,222

 
46,931

 
132,076

 
146,992

 
Restructuring and severance costs
3,108

 
249

 
3,730

 
1,072

 
Impairment charge

 

 
155

 
290

 
Gain from divestitures

 

 

 
(3,938
)
 
TOTAL EXPENSES
45,330

 
47,180

 
135,961

 
144,416

 
OPERATING LOSS
(8,970
)
 
(1,461
)
 
(26,291
)
 
(4,688
)
 
OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
Interest income (expense), net
(552
)
 
(976
)
 
(1,965
)
 
(2,725
)
 
Foreign exchange gain (loss), net
(294
)
 
(1,730
)
 
(88
)
 
(1,419
)
 
Other income (expense), net
(296
)
 
(277
)
 
(879
)
 
(1,187
)
 
TOTAL OTHER INCOME (EXPENSE), NET
(1,142
)
 
(2,983
)
 
(2,932
)
 
(5,331
)
 
LOSS BEFORE INCOME TAXES
(10,112
)
 
(4,444
)
 
(29,223
)
 
(10,019
)
 
Income tax provision
1,306

 
1,074

 
576

 
930

 
NET LOSS
$
(11,418
)
 
$
(5,518
)
 
$
(29,799
)
 
$
(10,949
)
 
 
 
 
 
 
 
 
 
 
PER SHARE DATA:
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Net loss
$
(0.54
)
 
$
(0.26
)
 
$
(1.42
)
 
$
(0.52
)
 
Weighted average number of shares
21,071

 
20,963

 
21,044

 
20,934

 
Diluted:
 
 
 
 
 
 
 
 
Net loss
$
(0.54
)
 
$
(0.26
)
 
$
(1.42
)
 
$
(0.52
)
 
Weighted average number of shares
21,071

 
20,963

 
21,044

 
20,934

See accompanying Notes to Condensed Consolidated Financial Statements.

1



VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
July 29, 2018
 
July 30, 2017
 
July 29, 2018
 
July 30, 2017
 
 
NET LOSS
$
(11,418
)
 
$
(5,518
)
 
$
(29,799
)
 
$
(10,949
)
 
Other comprehensive loss:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments, net of taxes of $0 and $0, respectively
(921
)
 
3,625

 
(464
)
 
4,722

 
COMPREHENSIVE LOSS
$
(12,339
)
 
$
(1,893
)
 
$
(30,263
)
 
$
(6,227
)
See accompanying Notes to Condensed Consolidated Financial Statements.

 

2



VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
 
July 29, 2018
 
October 29, 2017
 
(unaudited)
 
 
ASSETS
 
 
 
          CURRENT ASSETS:
 
 
 
                   Cash and cash equivalents
$
29,929

 
$
37,077

                   Restricted cash and short-term investments
12,993

 
20,544

                   Trade accounts receivable, net of allowances of $810 and $1,249, respectively
152,794

 
173,818

                   Recoverable income taxes
53

 
1,643

   Other current assets
8,484

 
11,755

          TOTAL CURRENT ASSETS
204,253

 
244,837

          Other assets, excluding current portion
10,739

 
10,851

          Property, equipment and software, net
25,523

 
29,121

TOTAL ASSETS
$
240,515

 
$
284,809

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

          CURRENT LIABILITIES:

 

                   Accrued compensation
$
27,086

 
$
24,504

                   Accounts payable
28,684

 
36,895

                   Accrued taxes other than income taxes
18,399

 
20,467

                   Accrued insurance and other
25,236

 
30,282

                   Short-term borrowings

 
50,000

                   Income taxes payable
1,535

 
808

          TOTAL CURRENT LIABILITIES
100,940

 
162,956

          Accrued insurance and other, excluding current portion
12,128

 
10,828

          Deferred gain on sale of real estate, excluding current portion
22,702

 
24,162

          Income taxes payable, excluding current portion
619

 
1,663

          Deferred income taxes
1,208

 
1,206

          Long-term debt, excluding current portion, net
48,939

 

TOTAL LIABILITIES
186,536

 
200,815

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 - 23,738,003 shares; Outstanding - 21,178,515 and 21,026,253 shares, respectively
2,374

 
2,374

          Paid-in capital
78,308

 
78,645

          Retained earnings
12,636

 
45,843

          Accumulated other comprehensive loss
(5,725
)
 
(5,261
)
          Treasury stock, at cost; 2,559,488 and 2,711,750 shares, respectively
(33,614
)
 
(37,607
)
TOTAL STOCKHOLDERS’ EQUITY
53,979

 
83,994

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
240,515

 
$
284,809

See accompanying Notes to Condensed Consolidated Financial Statements.

3



VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 
Nine Months Ended
 
July 29, 2018
 
July 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
$
(29,799
)
 
$
(10,949
)
Adjustment to reconcile net loss to cash used in operating activities:

 

Depreciation and amortization
5,515

 
5,618

Provision (release) of doubtful accounts and sales allowances
(181
)
 
573

Unrealized foreign currency exchange loss
194

 
1,130

Impairment charges
155

 
290

Amortization of gain on sale leaseback of property
(1,458
)
 
(1,459
)
Loss on dispositions of property, equipment and software

 
12

Gain from divestitures

 
(3,938
)
Share-based compensation expense
517

 
2,111

Change in operating assets and liabilities:


 


Trade accounts receivable
21,218

 
(2,199
)
Restricted cash
7,477

 
(7,072
)
Other assets
3,956

 
1,470

Net assets held for sale

 
158

Accounts payable
(8,330
)
 
8,038

Accrued expenses and other liabilities
(3,086
)
 
(9,025
)
Income taxes
1,274

 
12,204

Net cash used in operating activities
(2,548
)
 
(3,038
)
CASH FLOWS FROM INVESTING ACTIVITIES:

 

Sales of investments
608

 
716

Purchases of investments
(375
)
 
(231
)
   Proceeds from divestitures

 
15,224

Proceeds from sale of property, equipment, and software

 
297

Purchases of property, equipment, and software
(2,332
)
 
(7,753
)
Net cash provided by (used in) investing activities
(2,099
)
 
8,253

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Repayment of borrowings
(119,696
)
 
(27,050
)
Draw-down on borrowings
119,696

 
30,000

Debt issuance costs
(1,415
)
 
(751
)
Proceeds from exercise of options

 
2

Withholding tax payment on vesting of restricted stock awards
(269
)
 
(46
)
Net cash provided by (used in) financing activities
(1,684
)
 
2,155

Effect of exchange rate changes on cash and cash equivalents
(817
)
 
2,601

Net increase (decrease) in cash and cash equivalents
(7,148
)
 
9,971

Cash and cash equivalents, beginning of period
37,077

 
6,386

Cash and cash equivalents, end of period
$
29,929

 
$
16,357

 
 
 
 
Cash paid during the period:

 
 
Interest
$
2,084

 
$
2,815

Income taxes
$
2,483

 
$
2,256

See accompanying Notes to Condensed Consolidated Financial Statements.

4




VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Fiscal Periods Ended July 29, 2018 and July 30, 2017
(Unaudited)

NOTE 1: Basis of Presentation

Basis of Presentation
The accompanying interim condensed consolidated financial statements of Volt Information Sciences, Inc. (“Volt” or the “Company”) have been prepared in conformity with generally accepted accounting principles, consistent in all material respects with those applied in the Annual Report on Form 10-K for the year ended October 29, 2017. The Company makes estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates and changes in estimates are reflected in the period in which they become known. Accounting for certain expenses, including income taxes, are based on full year assumptions, and the financial statements reflect all normal adjustments that, in the opinion of management, are necessary for fair presentation of the interim periods presented. The interim information is unaudited and is prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), which provides for omission of certain information and footnote disclosures. This interim financial information should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended October 29, 2017.
Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation.

NOTE 2: Recently Issued Accounting Pronouncements

New Accounting Standards Not Yet Adopted by the Company

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the guidance in Topic 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, which for the Company will be the first quarter of fiscal 2020. The Company does not anticipate a significant impact upon adoption.
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The amendments are effective for annual periods beginning after December 15, 2017, which for the Company will be the first quarter of fiscal 2019. The Company does not anticipate a significant impact upon adoption based on the historical and current trend of the Company’s modifications for share-based awards, but the impact could be affected by the types of modifications, if any, at that time.

In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Non-financial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Non-financial Assets. This ASU clarifies the scope and application of Subtopic 610-20 on the sale or transfer of non-financial assets and in substance non-financial assets to non-customers, including partial sales. The amendments are effective for annual reporting periods beginning after December 15, 2017, which for the Company will be the first quarter of fiscal 2019. The Company does not anticipate a significant impact upon adoption.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments: A Consensus of the FASB Emerging Issues Task Force. The amendments provide guidance on eight specific cash flow classification issues: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, corporate and bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. The amendments are effective for fiscal years beginning after December 15, 2017, which for the Company will be the first quarter of fiscal 2019. The Company does not anticipate a significant impact upon adoption.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019, which for the

5



Company will be the first quarter of fiscal 2021. Although the impact upon adoption will depend on the financial instruments held by the Company at that time, the Company does not anticipate a significant impact on its consolidated financial statements based on the instruments currently held and its historical trend of bad debt expense relating to trade accounts receivable.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. In July 2018, ASU 2018-11, Leases (Topic 842): Targeted Improvements was issued to provide an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in its financial statements as well as a practical expedient permitting lessors to not separate non-lease components from the associated lease component if certain conditions are met. The amendments are effective for fiscal years beginning after December 15, 2018, which for the Company will be the first quarter of fiscal 2020. 
The Company has preliminarily evaluated the impact of our pending adoption of ASU 2016-02 on our consolidated financial statements on a modified retrospective basis, and currently expects that most of our operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption, which will increase the Company’s total assets and total liabilities that the Company reports relative to such amounts prior to adoption.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The FASB issued subsequent amendments to improve and clarify the implementation guidance of Topic 606. This standard is effective for annual reporting periods beginning after December 15, 2017, which for the Company will be the first quarter of fiscal 2019. As we continue to perform our assessment, the Company still does not anticipate that the new guidance will have a material impact on our revenue recognition policies, practices or systems. We plan to use the modified retrospective method upon adoption and will evaluate any active contracts as of the adoption date to determine whether a cumulative adjustment is necessary. The adjustment would primarily relate to deferred revenue from contracts pending execution, if any. The guidance also requires additional quantitative and qualitative disclosures. As the Company continues to make progress in its evaluation of the impacts of our pending adoption of Topic 606, our preliminary assessments are subject to change.
Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on the Company’s consolidated financial statements and related disclosures.

Recently Adopted Accounting Standards
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this ASU in the first quarter of fiscal 2018. Upon adoption, the excess tax benefits and deficiencies are recognized as income tax expense or benefit in the income statement in the reporting period incurred. The ASU transition guidance requires that this election be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, net of any valuation allowance required on the deferred tax assets. Because the Company has provided a full valuation allowance against its net deferred tax assets, this adoption has no impact to the opening balance of total stockholder’s equity. The Company has elected to present the changes for excess tax benefits in the statement of cash flows prospectively and to account for forfeitures as they occur. There was no impact to the change in presentation in the statement of cash flows related to statutory tax withholding requirements since the Company has historically classified the cash paid for tax withholding as a financing activity.
All other ASUs that became effective for Volt in the first nine months of fiscal 2018 were not applicable to the Company at this time and therefore did not have any impact during the period.  


6


NOTE 3: Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss for the three and nine months ended July 29, 2018 were (in thousands):
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
July 29, 2018
 
 
Foreign Currency Translation
Accumulated other comprehensive loss at the beginning of the period
 
$
(4,804
)
 
$
(5,261
)
Other comprehensive loss
 
(921
)
 
(464
)
Accumulated other comprehensive loss at July 29, 2018
 
$
(5,725
)
 
$
(5,725
)
Reclassifications from accumulated other comprehensive loss for the three and nine months ended July 29, 2018 and July 30, 2017 were (in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
 
July 29, 2018
 
July 30, 2017
 
July 29, 2018
 
July 30, 2017
Foreign currency translation
 
 
 
 
 
 
 
 
Sale of foreign subsidiaries
 
$

 
$

 
$

 
$
(612
)
 
 
 
 
 
 
 
 
 
Details about Accumulated Other Comprehensive Loss Components
 
Fiscal Year
 
Amount Reclassified
 
Affected Line Item in the Statement Where Net Loss is Presented
Foreign currency translation
 
 
 
 
 
 
 
 
Sale of foreign subsidiaries
 
2017
 
$
(612
)
 
Foreign exchange gain (loss), net

NOTE 4: Restricted Cash and Short-Term Investments

Restricted cash primarily includes amounts related to requirements under certain contracts with managed service program customers for whom the Company manages the customers’ contingent staffing requirements, including processing of associate vendor billings into single, combined customer billings and distribution of payments to associate vendors on behalf of customers, as well as minimum cash deposits required to be maintained as collateral. Distribution of payments to associate vendors are generally made shortly after receipt of payment from customers, with undistributed amounts included in restricted cash and accounts payable between receipt and distribution of these amounts. Changes in restricted cash collateral are classified as an operating activity in the statement of cash flows, as this cash is directly related to the operations of this business. At July 29, 2018 and October 29, 2017, restricted cash included $8.9 million and $15.1 million, respectively, restricted for payment to associate vendors and $0.6 million and $1.9 million, respectively, restricted for other collateral accounts.

Short-term investments were $3.5 million at July 29, 2018 and October 29, 2017. These short-term investments consisted of the fair value of deferred compensation investments corresponding to employees’ selections, primarily in mutual funds, based on quoted prices in active markets.

NOTE 5: Income Taxes

The income tax provision reflects the geographic mix of earnings in various federal, state and foreign tax jurisdictions and their applicable rates resulting in a composite effective tax rate. The Company’s cumulative results for substantially all United States and certain non-United States jurisdictions for the most recent three-year period is a loss. Accordingly, a valuation allowance has been established for substantially all loss carryforwards and other net deferred tax assets for these jurisdictions, resulting in an effective tax rate that is significantly different than the statutory rate.

The Company adjusts its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate, consistent with Accounting Standards Codification (“ASC”) 270, Interim Reporting, and ASC 740-270, Income Taxes – Intra Period Tax Allocation. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the

7



estimated annual effective tax rate. The Company’s future effective tax rates could be affected by earnings being different than anticipated in countries with differing statutory rates, increases in recorded valuation allowances of tax assets, or changes in tax laws.

The Company’s provision (benefit) for income taxes primarily includes foreign jurisdictions and state taxes. In the third quarter of fiscal 2018 and fiscal 2017, income taxes were a provision of $1.3 million and $1.1 million, respectively. For the nine months ended July 29, 2018 and July 30, 2017, income taxes were a provision of $0.6 million and $0.9 million, respectively. The income tax provision in the nine months ended July 29, 2018 and July 30, 2017 included a reversal of reserves on uncertain tax provisions of $1.1 million and $1.3 million, respectively. The Company’s quarterly provision (benefit) for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items that occur within the periods presented.

On December 22, 2017, the U.S. President signed the Tax Cuts and Jobs Act (“Tax Act”) into law. The Tax Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 35.0% to 21.0%, and the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations.

The Tax Act reduces the U.S. statutory tax rate from 35.0% to 21.0% effective January 1, 2018. U.S. tax law requires that taxpayers with a fiscal year that begins before and ends after the effective date of a rate change calculate a blended tax rate based on the pro-rata number of days in the fiscal year before and after the effective date. As a result, for the fiscal year ending October 28, 2018, the Company’s statutory income tax rate will be approximately 23.4%.

The SEC staff issued Staff Accounting Bulletin ("SAB") 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

The Company does not anticipate any material impact on recorded deferred tax balances as the remeasurement of our U.S. net deferred tax assets is offset by a corresponding change in valuation allowance. In connection with our continued analysis of the impact of the Tax Act, the Company does not have any change to its net deferred tax assets and corresponding valuation allowance for the three months ended July 29, 2018 and reduced its net deferred tax assets and corresponding valuation allowance by $25.4 million for the nine months ended July 29, 2018.

The Tax Act also imposes a transition tax on the untaxed foreign earnings of foreign subsidiaries of U.S. companies by deeming those earnings to be repatriated. The Company is currently evaluating the effect of the transition tax on our non-U.S. earnings. Foreign earnings held in the form of cash and cash equivalents are taxed at a 15.5% rate and the remaining earnings are taxed at an 8.0% rate. In calculating the transition tax, the Company must calculate the cumulative earnings and profits of each of the non-U.S. subsidiaries back to 1987. The Company expects to complete this calculation and record any tax due by the end of fiscal 2018. Based on a preliminary analysis, and as a result of the Company’s significant tax attributes, the Company does not expect to have any amount due related to the transition tax.
 
The Company will continue to analyze the effects of the Tax Act on its financial statements and operations. Any additional impacts of the Tax Act will be recorded as they are identified during the measurement period in accordance with SAB 118.

NOTE 6: Debt

The Company’s primary sources of liquidity are cash flows from operations and proceeds from our financing arrangements. Both operating cash flows and borrowing capacity under the Company’s financing arrangements are directly related to the levels of accounts receivable generated by its businesses. The Company’s operating cash flows consist primarily of collections of customer receivables offset by payments for payroll and related items for the Company’s contingent staff and in-house employees; federal, foreign, state and local taxes; and trade payables. The Company’s level of borrowing capacity under its financing arrangements increases or decreases in tandem with any change in accounts receivable based on revenue fluctuations.

The Company manages its cash flow and related liquidity on a global basis. The weekly payroll payments inclusive of employment-related taxes and payments to vendors are approximately $20.0 million. The Company generally targets minimum global liquidity to be 1.5 to 2.0 times its average weekly requirements. The Company also maintains minimum effective cash balances in foreign operations and uses a multi-currency netting and overdraft facility for its European entities to further minimize overseas cash requirements.


8



On January 25, 2018, the Company entered into a long-term $115.0 million accounts receivable securitization program (“DZ Financing Program”) with DZ Bank AG Deutsche Zentral-Genossenschafsbank (“DZ Bank”) and exited its financing relationship with PNC Bank (“PNC Financing Program”). While the borrowing capacity was reduced from $160.0 million under the PNC Financing Program, the new agreement increases available liquidity and provides greater financial flexibility with less restrictive financial covenants and fewer restrictions on use of proceeds, as well as reduces overall borrowing costs. The size of the DZ Financing Program may be increased with the approval of DZ Bank.

Under the DZ Financing Program, certain receivables of the Company are sold to a wholly-owned, consolidated, bankruptcy-remote subsidiary. To finance the purchase of such receivables, the Company may request that DZ Bank make loans from time to time to the Company that are secured by liens on those receivables.
 
Loan advances may be made under the DZ Financing Program through January 25, 2020 and all loans will mature no later than July 25, 2020.  Loans will accrue interest (i) with respect to loans that are funded through the issuance of commercial paper notes, at the commercial paper (“CP”) rate, and (ii) otherwise, at a rate per annum equal to adjusted LIBOR. The CP rate will be based on the rates paid by the applicable lender on notes it issues to fund related loans.  Adjusted LIBOR is based on LIBOR for the applicable interest period and the rate prescribed by the Board of Governors of the Federal Reserve System for determining the reserve requirements with respect to Eurocurrency funding. If an event of default occurs, all loans shall bear interest at a rate per annum equal to the prime rate (the federal funds rate plus 3%) plus 2.5%.

The DZ Financing Program also includes a letter of credit sub-facility with a sub-limit of $35.0 million. As of July 29, 2018, the letter of credit participation was $25.4 million inclusive of $23.5 million for the Company’s casualty insurance program, $1.1 million for the security deposit required under certain real estate lease agreements and $0.8 million for the Company's corporate credit card program. The Company used $30.0 million of funds available under the DZ Financing Program to temporarily collateralize the letters of credit, until the letters of credit were established with DZ Bank on January 31, 2018.

The DZ Financing Program contains customary representations and warranties as well as affirmative and negative covenants, with such covenants being less restrictive than those under the PNC Financing Program. The agreement also contains customary default, indemnification and termination provisions. The DZ Financing Program is not an off-balance sheet arrangement, as the bankruptcy-remote subsidiary is a 100%-owned consolidated subsidiary of the Company.

The Company is subject to certain financial and portfolio performance covenants under our DZ Financing Program, including a minimum tangible net worth of $40.0 million, positive net income in fiscal year 2019, maximum debt to tangible net worth ratio of 3:1 and a minimum of $15.0 million in liquid assets, as defined. At July 29, 2018, the Company was in compliance with all debt covenants.

On June 8, 2018 the Company amended its DZ Financing Program to modify a provision in the calculation of eligible receivables, as defined. This amendment permits the Company to exclude the receivables of a single large, high-quality customer from its threshold limitation, resulting in additional borrowing capacity of approximately $10.0 million.

The Company used funds made available by the DZ Financing Program to repay all amounts outstanding under the PNC Financing Program, which terminated in accordance with its terms, and expects to use remaining availability from the DZ Financing Program from time to time for working capital and other general corporate purposes.

Until the termination date, the PNC Financing Program was secured by receivables from certain staffing services businesses in the United States and Europe that were sold to a wholly-owned, consolidated, bankruptcy-remote subsidiary. The bankruptcy-remote subsidiary’s sole business consisted of the purchase of the receivables and subsequent granting of a security interest to PNC under the program, and its assets were available first to satisfy obligations to PNC and were not available to pay creditors of the Company’s other legal entities. Borrowing capacity under the PNC Financing Program was directly impacted by the level of accounts receivable.
In addition to customary representations, warranties and affirmative and negative covenants, the PNC Financing Program was subject to termination under standard events of default including change of control, failure to pay principal or interest, breach of the liquidity or performance covenants, triggering of portfolio ratio limits, or other material adverse events, as defined.

On January 11, 2018, the Company entered into Amendment No. 10 to the PNC Financing Program, which gave the Company the option to extend the termination date of the program from January 31, 2018 to March 2, 2018, and amended the financial covenant requiring the Company to meet the minimum earnings before interest and taxes levels for the fiscal quarter ended October 29, 2017. All other material terms and conditions remained substantially unchanged, including interest rates.


9



At July 29, 2018, the Company had outstanding borrowings under the DZ Financing Program of $50.0 million, with a weighted average annual interest rate of 3.6% during the third quarter of fiscal 2018 and 3.5% during the first nine months of fiscal 2018. At October 29, 2017, the Company had outstanding borrowings under the PNC Financing Program of $50.0 million with a weighted average annual interest rate of 3.1% during the third quarter of fiscal 2017 and 2.9% during the first nine months of 2017, which is inclusive of certain facility fees. The Company had outstanding borrowings under the PNC Financing until its termination in January 2018 with a weighted average interest rate of 4.0%. At July 29, 2018, there was $30.3 million of borrowing availability under the DZ Financing Program.

Long-term debt consists of the following (in thousands):
 
July 29, 2018
 
October 29, 2017
Financing programs
$
50,000

 
$
50,000

Less:
 
 
 
Current portion

 
50,000

Deferred financing fees
1,061

 

Total long-term debt, net
$
48,939

 
$


NOTE 7: Earnings (Loss) Per Share

Basic and diluted net loss per share is calculated as follows (in thousands, except per share amounts):
 
Three Months Ended
 
Nine Months Ended
 
July 29, 2018
 
July 30, 2017
 
July 29, 2018
 
July 30, 2017
Numerator
 
 
 
 
 
 
 
Net loss
$
(11,418
)
 
$
(5,518
)
 
$
(29,799
)
 
$
(10,949
)
Denominator
 
 
 
 
 
 
 
Basic weighted average number of shares
21,071

 
20,963

 
21,044

 
20,934

Diluted weighted average number of shares
21,071

 
20,963

 
21,044

 
20,934

 
 
 
 
 
 
 
 
Net loss per share:
 
 
 
 
 
 
 
Basic
$
(0.54
)
 
$
(0.26
)
 
$
(1.42
)
 
$
(0.52
)
Diluted
$
(0.54
)
 
$
(0.26
)
 
$
(1.42
)
 
$
(0.52
)

Options to purchase 1,608,492 and 2,572,091 shares of the Company’s common stock were outstanding at July 29, 2018 and July 30, 2017, respectively. Additionally, there were 466,929 unvested restricted units and 276,396 unvested performance share units outstanding at July 29, 2018 and 324,277 unvested restricted units outstanding at July 30, 2017. These securities were not included in the computation of diluted loss per share in the fiscal 2018 and 2017 because the effect of their inclusion would have been anti-dilutive as a result of the Company’s net loss position in those periods.

NOTE 8: Stock Compensation Plan    

During the third quarter of fiscal 2018, pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), the Company granted long-term incentive awards in the aggregate of 276,396 performance stock units (“PSUs”) to executive management and 343,596 restricted stock units (“RSUs”) to certain employees including executive management.
Vesting of the PSUs is dependent on the achievement of target stock prices at the end of each of the one-year, two-year and three-year performance periods. The target stock price will be based on the average stock price of the last 20 trading days of the applicable measurement period. The PSUs will be eligible to vest in three equal tranches at the end of each performance period subject to meeting the target stock price goals, including a minimum threshold which must be reached for any vesting to occur and also subject to the employee’s continued employment with the Company on each of the vesting dates. The payout percentages can range from 0% to 200%.

The RSUs will vest in equal installments on the first three anniversaries of the grant date subject to the employee’s continued employment with the Company on each of the vesting dates.


10



Upon vesting, the PSUs and RSUs may be settled in either cash or stock at the Company’s election, with any stock settlement being subject to the Company having a sufficient number of shares available under its equity incentive plan to satisfy such awards. Any PSUs or RSUs settled in cash will be capped at two times the Company’s closing stock price on the grant date, multiplied by the number of PSUs or RSUs vesting.
The total fair value at the grant date of these PSUs and RSUs was approximately $0.9 million and $1.1 million, respectively. The grant date fair values were determined through a Monte Carlo simulation using the following assumptions: the closing stock price on the grant date of June 14, 2018, an expected volatility of 58.3%, a risk-free interest rate of 2.67% and an expected term of three years.
These awards are classified as a liability at fair value and re-measured periodically based on the effect that the market condition has on these awards. The liability and corresponding expense are adjusted accordingly until the awards are settled. The stock compensation cost is recognized over the related service or performance periods.
Additionally, on June 29, 2018, the Company's former chief executive officer entered into a separation agreement that included terms related to his stock-based awards. Pursuant to its terms, an aggregate of 721,731 stock options were cancelled and 159,443 restricted stock units and 424,710 stock options became fully vested. The options remain exercisable for 12 months following his separation from the Company on June 6, 2018.
During the third quarter of fiscal 2017, pursuant to the terms of the 2015 Plan, the Company granted an aggregate of 809,554 stock options, 240,428 RSUs and 71,311 phantom units in the form of cash-settled RSUs. This was comprised of: (i) 809,554 stock options and 166,658 RSUs granted to certain employees including executive management as long-term incentive awards, (ii) 73,770 RSUs granted to independent members of the Board as part of their annual compensation and (iii) 71,311 phantom units granted to certain senior management level employees.
The total fair value at the grant date of these stock options and RSUs were approximately $2.5 million in fiscal 2017. The grants will vest in tranches ratably over three years provided the employees remain employed on each of those vesting dates. The weighted average fair value per unit for the RSUs in fiscal 2017 was $4.35. Compensation expense for the vested RSUs was recognized on the grant date. The stock options expire 10 years from the initial grant date and have a weighted average exercise price of $4.36 in fiscal 2017. Compensation expense for the stock options and RSUs is recognized over the vesting period.

The fair value of the stock option grant was estimated using the Black-Scholes option pricing model, which requires estimates of key assumptions based on both historical information and management judgment regarding market factors and trends. We developed the expected volatility by using the historical volatilities of the Company for a period equal to the expected life of the option. We derived our expected term assumption based on the simplified method due to a lack of historical exercise data, which results in an expected term based on the midpoint between the graded vesting dates and contractual term of an option. The risk-free interest rate is based on the average yield of a U.S. Treasury bond, with a term that was consistent with the expected life of the stock options. The expected dividend yield was assumed to be zero. The weighted average assumptions used to estimate the fair value of stock options for the three months ended July 30, 2017 were as follows: fair value of stock option granted of $1.79, expected volatility of 40%, expected term of 6 years and a risk-free interest rate of 1.91%.

The total fair value at the grant date of the phantom units was approximately $0.3 million. The units vest in tranches ratably over three years provided the employees remain employed on each of those vesting dates. The weighted average fair value per unit was $4.35. These cash-settled awards are classified as a liability and remeasured at the end of each reporting period based on the change in fair value of one share of the Company’s common stock. Compensation expense is recognized over the vesting period. The liability and corresponding expense are adjusted accordingly until the awards are settled.
The total stock compensation expense for the three and nine months ended July 29, 2018 was $(0.3) million and $0.7 million, respectively, and for the three and nine months ended July 30, 2017 was $0.9 million and $2.1 million, respectively. Stock compensation expense was recognized in Selling, administrative and other operating costs in the Company’s Condensed Consolidated Statements of Operations. As of July 29, 2018, total unrecognized compensation expense of $2.8 million related to PSUs, stock options, RSUs and phantom units will be recognized over the remaining weighted average vesting period of 1.5 years, of which $0.5 million, $1.5 million, $0.6 million and $0.2 million is expected to be recognized in fiscal 2018, 2019, 2020 and 2021, respectively.


11



NOTE 9: Restructuring and Severance Costs

For the three and nine months ended July 29, 2018, the Company incurred restructuring and severance costs of $3.1 million and $3.7 million, respectively.

Change in Executive Management

Effective June 6, 2018, Mr. Dean departed from the Company in his role as President and Chief Executive Officer and is no longer a member of the Board of Directors. The Company and Mr. Dean subsequently executed a separation agreement, effective June 29, 2018. The Company recorded severance costs of $2.6 million in the third quarter of fiscal 2018, payable over a period of 24 months.

Other Severance

In the third quarter of fiscal 2018, the Company recorded severance costs of $0.5 million, primarily resulting from the elimination of certain positions as part of its continued efforts to reduce costs and achieve operational efficiency. These costs are included in Restructuring and severance costs on the Condensed Consolidated Statements of Operations. For the three and nine months ended July 30, 2017, the Company incurred restructuring and severance costs of $0.2 million and $1.1 million, respectively, resulting primarily from a reduction in workforce under a cost reduction plan implemented in fiscal 2016.

NOTE 10: Commitments and Contingencies

(a)     Legal Proceedings
The Company is involved in various claims and legal actions arising in the ordinary course of business. The Company’s loss contingencies not discussed elsewhere consist primarily of claims and legal actions arising in the normal course of business related to contingent worker employment matters in the staffing services segment. These matters are at varying stages of investigation, arbitration or adjudication. The Company has accrued for losses on individual matters that are both probable and reasonably estimable.
Estimates are based on currently available information and assumptions. Significant judgment is required in both the determination of probability and the determination of whether a matter is reasonably estimable. The Company’s estimates may change and actual expenses could differ in the future as additional information becomes available.

(b)    Other Matters

As previously disclosed in the Annual Report on Form 10-K for the year ended October 29, 2017, certain qualification failures related to non-discrimination testing for the Company’s 401(k) plans consisting of the (1) Volt Technical Services Savings Plan and the (2) Volt Information Sciences, Inc. Savings Plan occurred during plan years prior to 2016. The Company has accrued approximately $0.9 million as its current estimate of what it will need to contribute to the plans to correct the failures. The Company does not expect to contribute any amounts to the plans to correct the failures until the Company has obtained the approval of the Internal Revenue Service regarding the method for curing the failures and the amount of the contribution.

NOTE 11: Segment Data

We report our segment information in accordance with the provisions of ASC 280, Segment Reporting.

Our current reportable segments are (i) North American Staffing and (ii) International Staffing. The non-reportable businesses are combined and disclosed with corporate services under the category Corporate and Other.

The Company sold the quality assurance business from within the Technology Outsourcing Services and Solutions segment on October 27, 2017 leaving the Company's call center services as the remaining activity within that segment. The Company has renamed the operating segment Volt Customer Care Solutions and its results are now reported as part of the Corporate and Other category, as it does not meet the criteria for a reportable segment under ASC 280, Segment Reporting. To provide period over period comparability, the Company has recast the prior period Technology Outsourcing Services and Solutions segment data to conform to the current presentation within the Corporate and Other category in the prior period. This change did not have any impact on the consolidated financial results for any period presented. In addition, Corporate and Other also included our previously owned Maintech, Incorporated (“Maintech”) business in the first six months of fiscal 2017.

Segment operating income (loss) is comprised of segment net revenue less cost of services, selling, administrative and other operating costs, and restructuring and severance costs. The Company allocates to the segments all operating costs except for costs not directly related to the operating activities such as corporate-wide general and administrative costs. These costs are not allocated because doing

12


so would not enhance the understanding of segment operating performance and are not used by management to measure segment performance.

Financial data concerning the Company’s segment revenue and operating income (loss) as well as results from Corporate and Other are summarized in the following tables (in thousands):
 
Three Months Ended July 29, 2018
 
Total
 
North American Staffing
 
 International Staffing
 
Corporate and Other (1)
 
Eliminations (2)
Net revenue
$
257,808

 
$
215,679

 
$
28,579

 
$
14,415

 
$
(865
)
Cost of services
221,448

 
184,724

 
23,917

 
13,672

 
(865
)
Gross margin
36,360

 
30,955

 
4,662

 
743

 

 
 
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
42,222

 
27,971

 
3,944

 
10,307

 

Restructuring and severance costs
3,108

 
23

 
41

 
3,044

 

Operating income (loss)
(8,970
)

2,961


677

 
(12,608
)
 

Other income (expense), net
(1,142
)
 
 
 
 
 
 
 
 
Income tax provision
1,306

 
 
 
 
 
 
 
 
Net loss
$
(11,418
)
 
 
 
 
 
 
 
 

 
Three Months Ended July 30, 2017
 
Total
 
North American Staffing
 
 International Staffing
 
Corporate and Other (1)
 
Eliminations (2)
Net revenue
$
289,924

 
$
229,372

 
$
29,018

 
$
33,365

 
$
(1,831
)
Cost of services
244,205

 
194,594

 
24,459

 
26,983

 
(1,831
)
Gross margin
45,719

 
34,778

 
4,559

 
6,382

 

 
 
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
46,931

 
28,962

 
3,824

 
14,145

 

Restructuring and severance costs
249

 
75

 
4

 
170

 

Operating income (loss)
(1,461
)
 
5,741

 
731

 
(7,933
)
 

Other income (expense), net
(2,983
)
 
 
 
 
 
 
 
 
Income tax provision
1,074

 
 
 
 
 
 
 
 
Net loss
$
(5,518
)
 
 
 
 
 
 
 
 

 
Nine Months Ended July 29, 2018
 
Total
 
North American Staffing
 
 International Staffing
 
Corporate and Other (1)
 
Eliminations (2)
Net revenue
$
774,365

 
$
640,004

 
$
90,062

 
$
47,298

 
$
(2,999
)
Cost of services
664,695

 
551,011

 
76,094

 
40,589

 
(2,999
)
Gross margin
109,670

 
88,993

 
13,968

 
6,709

 

 
 
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
132,076

 
85,055

 
12,231

 
34,790

 

Restructuring and severance costs
3,730

 
32

 
340

 
3,358

 

Impairment charge
155

 



 
155

 

Operating income (loss)
(26,291
)

3,906

 
1,397

 
(31,594
)
 

Other income (expense), net
(2,932
)
 
 
 
 
 
 
 
 
Income tax provision
576

 
 
 
 
 
 
 
 
Net loss
$
(29,799
)
 
 
 
 
 
 
 
 

13


 
Nine Months Ended July 30, 2017
 
Total
 
North American Staffing
 
 International Staffing
 
Corporate and Other (1)
 
Eliminations (2)
Net revenue
$
905,953

 
$
695,041

 
$
89,599

 
$
125,864

 
$
(4,551
)
Cost of services
766,225

 
592,504

 
75,786

 
102,486

 
(4,551
)
Gross margin
139,728

 
102,537

 
13,813

 
23,378

 

 
 
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
146,992

 
90,695

 
11,895

 
44,402

 

Restructuring and severance costs
1,072

 
215

 
14

 
843

 

Impairment charge
290

 

 

 
290

 

Gain from divestitures
(3,938
)
 

 

 
(3,938
)
 

Operating income (loss)
(4,688
)
 
11,627

 
1,904

 
(18,219
)
 

Other income (expense), net
(5,331
)
 
 
 
 
 
 
 
 
Income tax provision
930

 
 
 
 
 
 
 
 
Net loss
$
(10,949
)
 
 
 
 
 
 
 
 

(1) Revenues are primarily derived from managed service programs and Volt Customer Care Solutions. In addition, the first nine months of fiscal 2017 included our previously owned Maintech and quality assurance businesses through the date of sale.
(2) The majority of intersegment sales results from North American Staffing providing resources to Volt Customer Care Solutions and our previously owned quality assurance business.



14



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis (“MD&A”) of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes to enhance the understanding of our results of operations, financial condition and cash flows. This MD&A should be read in conjunction with the MD&A included in our Form 10-K for the fiscal year ended October 29, 2017, as filed with the SEC on January 12, 2018 (the “2017 Form 10-K”). References in this document to “Volt,” “Company,” “we,” “us” and “our” mean Volt Information Sciences, Inc. and our consolidated subsidiaries, unless the context requires otherwise. The statements below should also be read in conjunction with the description of the risks and uncertainties set forth from time to time in our reports and other filings made with the SEC, including under Part I, “Item 1A. Risk Factors” of the 2017 Form 10-K.

Note Regarding the Use of Non-GAAP Financial Measures

We have provided certain Non-GAAP financial information, which includes adjustments for special items and the impact of foreign currency fluctuations on certain line items, as additional information for segment revenue, our consolidated net income (loss) and segment operating income (loss). These measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles (“GAAP”) and may be different from Non-GAAP measures reported by other companies. We believe that the presentation of Non-GAAP measures eliminating the impact of foreign currency fluctuations, special items and the impact of businesses sold provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations because they permit evaluation of the results of our operations without the effect of foreign currency fluctuations, the impact of businesses sold or special items that management believes make it more difficult to understand and evaluate our financial performance. Special items generally include impairments, restructuring and severance costs, as well as certain income or expenses not indicative of our current or future period performance.

Segments

We report our segment information in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting.

Our current reportable segments are (i) North American Staffing and (ii) International Staffing. The non-reportable businesses are combined and disclosed with corporate services under the category Corporate and Other.

The Company sold the quality assurance business from within the Technology Outsourcing Services and Solutions segment on October 27, 2017 leaving the Company's call center services as the remaining activity within that segment. The Company renamed the operating segment Volt Customer Care Solutions and its results are now reported as part of the Corporate and Other category, as it does not meet the criteria for a reportable segment under ASC 280, Segment Reporting. To provide period over period comparability, the Company has recast the prior period Technology Outsourcing Services and Solutions segment data to conform to the current presentation within the Corporate and Other category in the prior period. This change did not have any impact on the consolidated financial results for any period presented. In addition, Corporate and Other also included our previously owned Maintech, Incorporated (“Maintech”) business through the date of sale in March 2017.

Overview

We are a global provider of staffing services (traditional time and materials-based as well as project-based). Our staffing services consist of workforce solutions that include providing contingent workers, personnel recruitment services, and managed staffing services programs supporting primarily administrative and light industrial (“commercial”) as well as technical, information technology and engineering (“professional”) positions. Our managed service programs (“MSP”) involves managing the procurement and on-boarding of contingent workers from multiple providers. Our customer care solutions specialize in serving as an extension of our customers' consumer relationships and processes including collaborating with customers, from help desk inquiries to advanced technical support. We also provided quality assurance services through the date of sale of this business in October 2017. In addition, through the date of the sale of Maintech in March 2017, we provided information technology infrastructure services. Our information technology infrastructure services provided server, storage, network and desktop IT hardware maintenance, data center and network monitoring and operations.

As of July 29, 2018, we employed approximately 20,000 people, including 18,500 contingent workers. Contingent workers are on our payroll for the length of their assignment. We operate from 100 locations worldwide with approximately 87% of our revenues generated in the United States. Our principal international markets include Europe, Canada and several Asia Pacific locations. The industry is highly fragmented and very competitive in all of the markets we serve.



15



Consolidated Results by Segment
 
Three Months Ended July 29, 2018
(in thousands)
Total
 
North American Staffing
 
 International Staffing
 
Corporate and Other (1)
 
Eliminations (2)
Net revenue
$
257,808

 
$
215,679

 
$
28,579

 
$
14,415

 
$
(865
)
Cost of services
221,448

 
184,724

 
23,917

 
13,672

 
(865
)
Gross margin
36,360

 
30,955

 
4,662

 
743

 

 
 
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
42,222

 
27,971

 
3,944

 
10,307

 

Restructuring and severance costs
3,108

 
23

 
41

 
3,044

 

Operating income (loss)
(8,970
)
 
2,961

 
677

 
(12,608
)
 

Other income (expense), net
(1,142
)
 
 
 
 
 
 
 
 
Income tax provision
1,306

 
 
 
 
 
 
 
 
Net loss
$
(11,418
)
 
 
 
 
 
 
 
 


 
Three Months Ended July 30, 2017
(in thousands)
Total
 
North American Staffing
 
 International Staffing
 
Corporate and Other (1)
 
Eliminations (2)
Net revenue
$
289,924

 
$
229,372

 
$
29,018

 
$
33,365

 
$
(1,831
)
Cost of services
244,205

 
194,594

 
24,459

 
26,983

 
(1,831
)
Gross margin
45,719

 
34,778

 
4,559

 
6,382

 

 
 
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
46,931

 
28,962

 
3,824

 
14,145

 

Restructuring and severance costs
249

 
75

 
4

 
170

 

Operating income (loss)
(1,461
)
 
5,741

 
731

 
(7,933
)
 

Other income (expense), net
(2,983
)
 
 
 
 
 
 
 
 
Income tax provision
1,074

 
 
 
 
 
 
 
 
Net loss
$
(5,518
)
 
 
 
 
 
 
 
 

(1) Revenues are primarily derived from managed service programs and Volt Customer Care Solutions. In addition, the third quarter of fiscal 2017 included our previously owned quality assurance business.
(2) The majority of intersegment sales results from North American Staffing providing resources to Volt Customer Care Solutions and our previously owned quality assurance business.


Results of Operations Consolidated (Q3 2018 vs. Q3 2017)
Net revenue in the third quarter of fiscal 2018 decreased $32.1 million, or 11.1%, to $257.8 million from $289.9 million in the third quarter of fiscal 2017. Excluding the revenue from our quality assurance business sold during fiscal 2017 and business exited in Taiwan in fiscal 2018, net revenue in the third quarter of fiscal 2018 decreased $17.2 million, or 6.2%, from $275.0 million in the third quarter of fiscal 2017. Corporate and Other revenue, in the third quarter of fiscal 2017, included $14.1 million in revenue for the quality assurance business. In addition, North American Staffing segment revenue decreased $13.7 million, or 6.0%.
Operating loss in the third quarter of fiscal 2018 increased $7.5 million, to $9.0 million from $1.5 million in the third quarter of fiscal 2017. Excluding $0.5 million in operating income reported by the businesses sold or exited and the increase in restructuring and severance costs of $2.9 million, operating loss in the third quarter of fiscal 2018 increased $4.1 million. This increase in operating loss was primarily the result of a decline in North American Staffing operating income and lower operating results from our Volt Customer Care Solution business offset by reductions in Corporate support costs.


16




Results of Operations by Segment (Q3 2018 vs. Q3 2017)
Net Revenue
North American Staffing segment revenue decreased $13.7 million, or 6.0%, driven by lower demand from customers in both our professional as well as administrative and office job categories, partially offset by growth in light industrial and engineering job categories. Year-over-year decrease in revenue in the third quarter of fiscal 2018 improved from a decline of 8.2% in the third quarter of fiscal 2017 compared to fiscal 2016.
International Staffing segment revenue decreased $0.4 million, or 1.5%. However, excluding the impact of foreign exchange rate fluctuations of $0.9 million offset by businesses exited of $0.8 million, revenue declined $0.5 million, or 1.8%. The decline was primarily driven by an economic downturn and lower demand in the United Kingdom offset by strong growth in Belgium.
The Corporate and Other category revenue decreased by $19.0 million primarily attributable to the absence of $14.1 million in revenue in the third quarter of fiscal 2018 from the sale of our quality assurance business. In addition, our Volt Customer Care Solution revenue declined $3.0 million due to normal fluctuations in call center activity and our North American MSP revenue declined $1.8 million due to winding down of certain customer programs.
Cost of Services and Gross Margin
Cost of services in the third quarter of fiscal 2018 decreased $22.8 million, or 9.3%, to $221.4 million from $244.2 million in the third quarter of fiscal 2017. This decrease was primarily the result of fewer staff on assignment, consistent with the related decrease in revenue. The total Company's gross margin as a percent of revenue in the third quarter of fiscal 2018 decreased to 14.1% from 15.8% in the third quarter of fiscal 2017. Our North American Staffing segment margins declined due to competitive pricing pressure and a higher mix of larger price-competitive customers, as well as higher workers' compensation expenses as a percentage of direct labor. Our Volt Customer Care Solutions margins declined as a result of higher non-billable training costs. In addition, the decrease in gross margin as a percent of revenue was due in part to the sale of non-core businesses in fiscal 2017 and the exit of business in Taiwan in fiscal 2018. Excluding these businesses, gross margin decreased to 14.1% in the third quarter of fiscal 2018 from 15.6% in the third quarter of fiscal 2017. These declines were partially offset by improved margins from our North American MSP business.
Selling, Administrative and Other Operating Costs
Selling, administrative and other operating costs in the third quarter of fiscal 2018 decreased $4.7 million, or 10.0%, to $42.2 million from $46.9 million in the third quarter of fiscal 2017. This decrease was primarily due to on-going cost reductions in all areas of the business, including a $2.9 million reduction in labor costs and a $1.2 million reduction in share-based compensation expense, as well as costs attributed to the previously-owned quality assurance business of $2.3 million. The third quarter of fiscal 2017 also included the release of a reserve related to the dissolution of the Employee Welfare Benefit Trust of $1.4 million. As a percent of revenue, these costs were 16.4% and 16.2% in the third quarter of fiscal 2018 and 2017, respectively. Excluding the $2.3 million from the sale of non-core businesses, selling, administrative and other operating costs decreased $2.4 million, or 5.4%.
Restructuring and Severance Costs
Restructuring and severance costs in the third quarter of fiscal 2018 increased $2.9 million to $3.1 million from $0.2 million in the third quarter of fiscal 2017. This increase was primarily due to costs accrued in the third quarter of fiscal 2018 in accordance with the former chief executive officer's separation agreement.
Other Income (Expense), net
Other expense in the third quarter of fiscal 2018 decreased $1.9 million, or 61.7%, to $1.1 million from $3.0 million in the third quarter of fiscal 2017, primarily related to non-cash net foreign exchange loss on intercompany balances and lower interest expense as a result of lower borrowings.
Income Tax Provision
Income taxes amounted to a provision of $1.3 million in the third quarter of fiscal 2018 and $1.1 million in the third quarter of fiscal 2017. The provision in the third quarter of fiscal 2018 and 2017 primarily related to locations outside of the United States.

17



Consolidated Results by Segment
 
Nine Months Ended July 29, 2018
(in thousands)
Total
 
North American Staffing
 
 International Staffing
 
Corporate and Other (1)
 
Eliminations (2)
Net revenue
$
774,365

 
$
640,004

 
$
90,062

 
$
47,298

 
$
(2,999
)
Cost of services
664,695

 
551,011

 
76,094

 
40,589

 
(2,999
)
Gross margin
109,670

 
88,993

 
13,968

 
6,709

 

 
 
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
132,076

 
85,055

 
12,231

 
34,790

 

Restructuring and severance costs
3,730

 
32

 
340

 
3,358

 

Impairment charge
155

 

 

 
155

 

Operating income (loss)
(26,291
)
 
3,906

 
1,397

 
(31,594
)
 

Other income (expense), net
(2,932
)
 
 
 
 
 
 
 
 
Income tax provision
576

 
 
 
 
 
 
 
 
Net loss
$
(29,799
)
 
 
 
 
 
 
 
 


 
Nine Months Ended July 30, 2017
(in thousands)
Total
 
North American Staffing
 
 International Staffing
 
Corporate and Other (1)
 
Eliminations (2)
Net revenue
$
905,953

 
$
695,041

 
$
89,599

 
$
125,864

 
$
(4,551
)
Cost of services
766,225

 
592,504

 
75,786

 
102,486

 
(4,551
)
Gross margin
139,728

 
102,537

 
13,813

 
23,378

 

 
 
 
 
 
 
 
 
 
 
Selling, administrative and other operating costs
146,992

 
90,695

 
11,895

 
44,402

 

Restructuring and severance costs
1,072

 
215

 
14

 
843

 

Impairment charge
290

 

 

 
290

 

Gain from divestitures
(3,938
)
 

 

 
(3,938
)
 

Operating income (loss)
(4,688
)
 
11,627

 
1,904

 
(18,219
)
 

Other income (expense), net
(5,331
)
 
 
 
 
 
 
 
 
Income tax provision
930

 
 
 
 
 
 
 
 
Net loss
$
(10,949
)
 
 
 
 
 
 
 
 

(1) Revenues are primarily derived from managed service programs and Volt Customer Care Solutions. In addition, the first half of fiscal 2017 included our previously owned Maintech and quality assurance businesses.
(2) The majority of intersegment sales results from North American Staffing providing resources to Volt Customer Care Solutions and our previously owned quality assurance business.


Results of Operations Consolidated (Q3 2018 YTD vs. Q3 2017 YTD)
Net revenue in the first nine months of fiscal 2018 decreased $131.6 million, or 14.5%, to $774.4 million from $906.0 million in the first nine months of fiscal 2017. Excluding the revenue from our quality assurance and Maintech businesses sold during fiscal 2017 and business exited in Taiwan in fiscal 2018, net revenue in the first nine months of fiscal 2018 decreased $62.3 million, or 7.4%, from $835.9 million in the first nine months of fiscal 2017. Corporate and Other revenue, in the first nine months of fiscal 2017, included $67.2 million in revenue from these non-core businesses. In addition, North American Staffing segment revenue decreased $55.0 million, or 7.9%.
Operating loss in the first nine months of fiscal 2018 increased $21.6 million, to $26.3 million from $4.7 million in the first nine months of fiscal 2017. Excluding the gain on the sale on Maintech of $3.9 million in the first nine months of fiscal 2017 and $5.3 million in operating income reported by the non-core businesses sold, operating loss in the first nine months of fiscal 2018 increased $12.3 million from $13.8 million in the first nine months of fiscal 2017. This increase in operating loss was primarily the result of a $7.7 million decrease in North American Staffing segment's operating income and increased restructuring and severance costs.

18




Results of Operations by Segment (Q3 2018 YTD vs. Q3 2017 YTD)
Net Revenue
North American Staffing segment revenue decreased $55.0 million, or 7.9%, driven by lower demand from customers in both our professional and commercial job categories, as well as a significant change in a transportation manufacturing customer’s contingent labor strategy in the latter part of fiscal 2017. The segment's revenue was also impacted by other customers either having decreased demand for our services or changes in their staffing models, partially offset by revenue growth from new and existing customers.
International Staffing segment revenue increased $0.5 million, or 0.5%, driven by the impact of foreign currency fluctuations of $7.0 million partially offset by $2.0 million from businesses exited. Excluding the impact of foreign currency fluctuations and excluding businesses exited, International Staffing revenue decreased by $4.5 million, or 4.8%, primarily due to an economic downturn and lower demand in the United Kingdom partially offset by strong growth in Belgium and Singapore.
The Corporate and Other category revenue decreased $78.6 million primarily attributable to the absence of revenue in the first nine months of fiscal 2018 from non-core businesses which were sold in March and October of fiscal 2017. These non-core businesses included our quality assurance and Maintech businesses which reported revenue of $44.0 million and $23.3 million, respectively. In addition, our North American MSP revenue declined $5.6 million due to winding down of certain customer programs and our Volt Customer Care Solutions revenue declined $5.6 million due to normal fluctuations in call center activity.
Cost of Services and Gross Margin
Cost of services in the first nine months of fiscal 2018 decreased $101.5 million, or 13.3%, to $664.7 million from $766.2 million in the first nine months of fiscal 2017. This decrease was primarily the result of fewer staff on assignment, consistent with the related decrease in revenue. The total Company's gross margin as a percent of revenue in the first nine months of fiscal 2018 decreased to 14.2% from 15.4% in the first nine months of fiscal 2017. Our North American Staffing segment margins declined due to competitive pricing pressure and a higher mix of larger price-competitive customers as well as higher workers' compensation expenses as a percentage of direct labor. Our Volt Customer Care Solutions margins declined as a result of higher non-billable training costs. In addition, the decrease in gross margin as a percent of revenue was in part due to the sale of non-core businesses in fiscal 2017. Excluding these businesses, gross margin in the first nine months of fiscal 2018 decreased to 14.2% from 15.0% in the first nine months of fiscal 2017. These declines were partially offset by improved margins from our North American MSP business.
Selling, Administrative and Other Operating Costs
Selling, administrative and other operating costs in the first nine months of fiscal 2018 decreased $14.9 million, or 10.1%, to $132.1 million from $147.0 million in the first nine months of fiscal 2017. This decrease was primarily due to on-going cost reductions in all areas of the business including $11.3 million in labor costs due to lower headcount and $8.6 million in costs attributed to the previously-owned quality assurance and Maintech businesses. These decreases were partially offset by $1.6 million higher legal fees as well as higher depreciation and software license expenses related to completion of the first phase of the upgrade of our back-office financial suite and information technology tools of $1.3 million. In addition, the first nine months of fiscal 2017 included the release of a reserve related to the dissolution of the Employee Welfare Benefit Trust of $1.4 million. As a percent of revenue, these costs were 17.1% and 16.2% in the first nine months of fiscal 2018 and 2017, respectively. Excluding the $8.8 million from the sale of non-core businesses and businesses exited, selling, administrative and other operating costs decreased $6.1 million, or 4.4%.
Restructuring and Severance Costs
Restructuring and severance costs in the first nine months of fiscal 2018 increased $2.6 million to $3.7 million from $1.1 million in the third quarter of fiscal 2017. This increase was primarily due to costs accrued in the third quarter of fiscal 2018 in accordance with the former chief executive officer's separation agreement.
Impairment Charge
In the first nine months of fiscal 2018, the Company made the decision to forgo future use of a previously purchased reporting software tool, which resulted in an impairment charge of $0.2 million. In the first nine months of fiscal 2017, the Company determined that a previously purchased software module would not be used as part of the new back-office financial suite, which resulted in an impairment charge of $0.3 million.
Gain from Divestitures
In the second quarter of fiscal 2017, we completed the sale of Maintech to Maintech Holdings LLC, a newly formed holding company and affiliate of Oak Lane Partners, LLC and recognized a gain on the sale of $3.9 million.

19



Other Income (Expense), net
Other expense in the first nine months of fiscal 2018 decreased $2.4 million, or 45.0%, to $2.9 million from $5.3 million in the first nine months of fiscal 2017, primarily related to non-cash net foreign exchange loss on intercompany balances and lower interest expense as a result of lower borrowings.
Income Tax Provision
Income tax amounted to a provision of $0.6 million in the first nine months of fiscal 2018 and $0.9 million in the first nine months of fiscal 2017. The provision in the first nine months of fiscal 2018 primarily related to locations outside the United States partially offset by a $1.1 million reversal of reserves on uncertain tax provisions. The provision in the first nine months of fiscal 2017 related to locations outside the United States and included the release of $1.3 million in uncertain tax positions related to the closure of the IRS audit and associated state audits.


20



LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flows from operations and proceeds from our financing arrangements with DZ Bank AG Deutsche Zentral-Genossenschafsbank (“DZ Bank”) and with PNC Bank, National Association (“PNC Bank”) until the termination of the PNC Financing Program in January 2018. Borrowing capacity under these arrangements is directly impacted by the level of accounts receivable which fluctuates during the year due to seasonality and other factors. Our business is subject to seasonality with our fiscal first quarter billings typically the lowest due to the holiday season and generally increasing in the fiscal third and fourth quarters when our customers increase the use of contingent labor. Generally, the first and fourth quarters of our fiscal year are the strongest for operating cash flows. Our operating cash flows consist primarily of collections of customer receivables offset by payments for payroll and related items for our contingent staff and in-house employees; federal, foreign, state and local taxes; and trade payables. We generally provide customers with 30 - 45 day credit terms, with few extenuating exceptions to 60 days, while our payroll and certain taxes are paid weekly.

We manage our cash flow and related liquidity on a global basis. We fund payroll, taxes and other working capital requirements using cash supplemented as needed from our borrowings. Our weekly payroll payments inclusive of employment-related taxes and payments to vendors are approximately $20.0 million. We generally target minimum global liquidity to be 1.5 to 2.0 times our average weekly requirements. We also maintain minimum effective cash balances in foreign operations and use a multi-currency netting and overdraft facility for our European entities to further minimize overseas cash requirements. We believe our cash flow from operations and planned liquidity will be sufficient to meet our cash needs for the next twelve months.

Capital Allocation

We have prioritized our capital allocation strategy to strengthen our balance sheet and increase our competitiveness in the marketplace. The timing of these capital allocation priorities is highly dependent upon attaining the profitability objectives outlined in our plan and the generation of positive cash flow. We also see this as an opportunity to demonstrate our ongoing commitment to Volt shareholders as we continue to execute on our plan and return to sustainable profitability. Our capital allocation strategy includes the following elements:

Maintaining appropriate levels of working capital. Our business requires a certain level of cash resources to efficiently execute operations. Consistent with similar companies in our industry and operational capabilities, we estimate this amount to be 1.5 to 2.0 times our weekly cash distributions on a global basis and must accommodate seasonality and cyclical trends;

Reinvesting in our business. We continue to execute on our company-wide initiative of disciplined reinvestment in our business including new information technology systems which will support our front-end recruitment and placement capabilities as well as increase efficiencies in our back-office financial suite. We are also investing in our sales and recruiting process and resources, which is critical to drive profitable revenue growth;

Deleveraging our balance sheet. By lowering our debt level, we will strengthen our balance sheet, reduce interest costs and reduce risk going forward;

Acquiring value-added businesses. In the longer-term, and when circumstances permit, identifying and acquiring companies which would be accretive to our operating income and that could leverage Volt’s scale, infrastructure and capabilities. Strategic acquisitions could potentially strengthen Volt in certain industry verticals or in specific geographic locations; and

Returning capital to shareholders. In the longer-term, part of our strategy is to return capital to our shareholders when circumstances permit in connection with share buybacks.


Recent Initiatives to Improve Operating Income, Cash Flows and Liquidity

We continue to make progress on several initiatives undertaken to enhance our liquidity position and shareholder value.

On January 25, 2018, we entered into a long-term $115.0 million accounts receivable securitization program with DZ Bank and exited our financing relationship with PNC Bank. The new agreement better aligns our current financing requirements with our strategic initiatives and reduces our overall borrowing costs. In addition to better pricing, the new facility has less restrictive financial covenants and fewer restrictions on use of proceeds, which will improve available liquidity and allow us to continue to

21



advance our capital allocation plan. Overall, the new financing program greatly enhances our financial flexibility and debt maturity profile, while providing us with additional resources to execute our business strategy.

In October 2017, we completed the sale of the quality assurance business within the Technology Outsourcing Services and Solutions segment and received net proceeds of $66.8 million after certain transaction related fees and expenses which were used to reduce outstanding debt by $50.0 million.

Entering fiscal 2018, we have significant tax benefits including federal net operating loss carryforwards of $155.7 million and U.S. state net operating loss carryforwards of $195.2 million as well as federal tax credits of $48.2 million, which are fully reserved with a valuation allowance, which we will be able to utilize against future corporate income tax resulting from our strategic initiatives. We also have capital loss carryforwards of $13.5 million, which we will be able to utilize against future capital gains that may arise in the future.

As previously discussed, we continue to add functionality to our underlying IT systems and to improve our competitiveness in the marketplace. Through our strategy of improving efficiency in all aspects of our operations, we believe we can realize organic growth opportunities, reduce costs and increase profitability. During the third quarter of fiscal 2018, we also took certain restructuring actions which will improve selling, general and administrative costs by approximately $7.0 million in annualized savings on a go-forward basis. This is due in part from efficiencies gained from our IT investment last year. Consistent with our ongoing strategic efforts, cost savings will be used to strengthen our operations.

Liquidity Outlook and Further Considerations

As previously noted, our primary sources of liquidity are cash flows from operations and proceeds from our financing arrangements. Both operating cash flows and borrowing capacity under our financing arrangements are directly related to the levels of accounts receivable generated by our businesses. Our level of borrowing capacity under the long-term accounts receivable securitization program (“DZ Financing Program”) increases or decreases in tandem with any increases or decreases in accounts receivable based on revenue fluctuations.

At July 29, 2018, the Company had outstanding borrowings under the DZ Financing Program of $50.0 million, borrowing availability under the DZ Financing Program of $30.3 million and global liquidity of $52.7 million.

We are subject to certain financial and portfolio performance covenants under our DZ Financing Program, including a minimum tangible net worth of $40.0 million, positive net income in fiscal year 2019, maximum debt to tangible net worth ratio of 3:1 and a minimum of $15.0 million in liquid assets, as defined.

Our DZ Financing Program is subject to termination under certain events of default such as breach of covenants, including the aforementioned financial covenants. At July 29, 2018, we were in compliance with all debt covenants. We believe, based on our 2018 plan, we will continue to be able to meet our financial covenants.

Strategic Alternatives Review

While we are dedicated to executing on all of our key operational initiatives to return Volt to profitable growth, we remain involved in a process to evaluate alternatives and assess all options to maximize shareholder value.





22



The following table sets forth our cash and liquidity available levels at the end of our last five quarters and our most recent week ended (in thousands): .
Global Liquidity
 
 
 
 
 
 
 
July 30, 2017
October 29, 2017
January 28, 2018
April 29, 2018
July 29, 2018
August 31, 2018
Cash and cash equivalents (a)
$
16,357

$
37,077

$
53,868

$
34,177

$
29,929

 
 
 
 
 
 
 
 
Total outstanding debt
$
100,000

$
50,000

$
80,000

$
50,000

$
50,000

$
55,000

 
 
 
 
 
 
 
Cash in banks (b) (c)
$
18,981

$
40,685

$
57,262

$
26,443

$
22,454

$
25,059

PNC Financing Program
14,445

54,129





DZ Financing Program (d)


21,528

32,943

30,280

29,042

Global liquidity
33,426

94,814

78,790

59,386

52,734

54,101

Minimum liquidity threshold (e)
25,000

40,000

15,000

15,000

15,000

15,000

Available liquidity
$
8,426

$
54,814

$
63,790

$
44,386

$
37,734

$
39,101


a.
Per financial statements.
b.
Balance generally includes outstanding checks. 
c.
As of July 29, 2018, amounts in the USB collections account are excluded from cash in banks as the balance is included in the borrowing availability under the DZ Financing Program. As of July 29, 2018, the balance in the USB collections account included in the DZ Financing Program availability was $6.1 million.
d.
The DZ Financing Program excluded accounts receivable from the United Kingdom.
e.
At October 29, 2017, the minimum liquidity threshold included a borrowing base block of $35.0 million.

Cash flows from operating, investing and financing activities, as reflected in our Condensed Consolidated Statements of Cash Flows, are summarized in the following table (in thousands):
 
Nine Months Ended
 
July 29, 2018
 
July 30, 2017
Net cash used in operating activities
$
(2,548
)
 
$
(3,038
)
Net cash provided by (used in) investing activities
(2,099
)
 
8,253

Net cash provided by (used in) financing activities
(1,684
)
 
2,155

Effect of exchange rate changes on cash and cash equivalents
(817
)
 
2,601

Net increase (decrease) in cash and cash equivalents
$
(7,148
)
 
$
9,971


Cash Flows - Operating Activities

The net cash used in operating activities in the nine months ended July 29, 2018 was $2.5 million, a decrease of $0.5 million from the same period in fiscal 2017. This decrease resulted primarily from an increase in net loss, a decrease in income taxes due to a receipt of an IRS refund in 2017, partially offset by an increase in cash used in operating assets and liabilities, primarily from accounts receivable, restricted cash, and accrued expenses and other liabilities, partially offset by accounts payable.

Cash Flows - Investing Activities

The net cash used in investing activities in the nine months ended July 29, 2018 was $2.1 million, principally from purchases of property, equipment and software of $2.3 million primarily relating to our investment in updating our business processes, back-office financial suite and information technology tools. The net cash provided by investing activities in the nine months ended July 30, 2017 was $8.3 million, principally from proceeds from the sale of Maintech of $15.2 million, partially offset by the purchase of property, equipment and software of $7.8 million relating to our investment in updating our business processes, back-office financial suite and information technology tools.

Cash Flows - Financing Activities

The net cash used in financing activities in the nine months ended July 29, 2018 was $1.7 million mainly due to debt issuance costs of $1.4 million. The net cash provided by financing activities in the nine months ended July 30, 2017 was $2.2 million, mainly from the net draw down of borrowings of $3.0 million.

23



Financing Program

On January 25, 2018, we entered into the DZ Financing Program, a long-term $115.0 million accounts receivable securitization program with DZ Bank and exited our financing relationship (“PNC Financing Program”) with PNC Bank. While the borrowing capacity was reduced from $160.0 million under the PNC Financing Program, the new agreement increases available liquidity and provides greater financial flexibility with less restrictive financial covenants and fewer restrictions on use of proceeds, as well as reduces overall borrowing costs. The size of the DZ Financing Program may be increased with the approval of DZ Bank.

Under the DZ Financing Program, certain receivables of the Company are sold to a wholly-owned, consolidated, bankruptcy-remote subsidiary. To finance the purchase of such receivables, we may request that DZ Bank make loans from time to time to the Company that are secured by liens on those receivables.

Loan advances may be made under the DZ Financing Program through January 25, 2020 and all loans will mature no later than July 25, 2020.  Loans will accrue interest (i) with respect to loans that are funded through the issuance of commercial paper notes, at the CP rate, and (ii) otherwise, at a rate per annum equal to adjusted LIBOR. The CP rate will be based on the rates paid by the applicable lender on notes it issues to fund related loans.  Adjusted LIBOR is based on LIBOR for the applicable interest period and the rate prescribed by the Board of Governors of the Federal Reserve System for determining the reserve requirements with respect to Eurocurrency funding. If an event of default occurs, all loans shall bear interest at a rate per annum equal to the prime rate (the federal funds rate plus 3%) plus 2.5%.

The DZ Financing Program also includes a letter of credit sub-facility with a sub-limit of $35.0 million. As of July 29, 2018, the letter of credit participation was $25.4 million inclusive of $23.5 million for the Company’s casualty insurance program, $1.1 million for the security deposit required under certain real estate lease agreements and $0.8 million for the Company's corporate credit card program. The Company used $30.0 million of funds available under the DZ Financing Program to temporarily collateralize the letters of credit, until the letters of credit were established with DZ Bank on January 31, 2018.

The DZ Financing Program contains customary representations and warranties as well as affirmative and negative covenants, with such covenants being less restrictive than those under the PNC Financing Program. The agreement also contains customary default, indemnification and termination provisions.

We are subject to certain financial and portfolio performance covenants under our DZ Financing Program, including a minimum tangible net worth of $40.0 million, positive net income in fiscal year 2019, maximum debt to tangible net worth ratio of 3:1 and a minimum of $15.0 million in liquid assets, as defined. At July 29, 2018, we were in compliance with all debt covenants.

On June 8, 2018 the Company amended its DZ Financing Program to modify a provision in the calculation of eligible receivables, as defined. This amendment permits the Company to exclude the receivables of a single large, high-quality customer from its threshold limitation, resulting in additional borrowing capacity of approximately $10.0 million.

We used funds made available by the DZ Financing Program to repay all amounts outstanding under the PNC Financing Program, which terminated in accordance with its terms, and expect to use remaining availability from the DZ Financing Program from time to time for working capital and other general corporate purposes.

Until the termination date, the PNC Financing Program was secured by receivables from certain staffing services businesses in the United States and Europe that are sold to a wholly-owned, consolidated, bankruptcy-remote subsidiary. The bankruptcy-remote subsidiary’s sole business consisted of the purchase of the receivables and subsequent granting of a security interest to PNC Bank under the program, and its assets were available first to satisfy obligations to PNC Bank and were not available to pay creditors of the Company’s other legal entities. Borrowing capacity under the PNC Financing Program was directly impacted by the level of accounts receivable.

In addition to customary representations, warranties and affirmative and negative covenants, the PNC Financing Program was subject to termination under standard events of default including change of control, failure to pay principal or interest, breach of the liquidity or performance covenants, triggering of portfolio ratio limits, or other material adverse events, as defined.

On January 11, 2018, we entered into Amendment No. 10 to the PNC Financing Program, which gave us the option to extend the termination date of the program from January 31, 2018 to March 2, 2018, and amended the financial covenant requiring the Company to meet the minimum earnings before interest and taxes levels for the fiscal quarter ended October 29, 2017. All other material terms and conditions remained substantially unchanged, including interest rates.


24



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in this section should be read in conjunction with the information on financial market risk related to non-U.S. currency exchange rates, changes in interest rates and other financial market risks in Part II, Item 7A., “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended October 29, 2017.
Market risk is the potential economic gain or loss that may result from changes in market rates and prices. In the normal course of business, the Company’s earnings, cash flows and financial position are exposed to market risks relating to the impact of interest rate changes, foreign currency exchange rate fluctuations and changes in the market value of financial instruments. We limit these risks through risk management policies and procedures.
Interest Rate Risk

We centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences and overall financing strategies. At July 29, 2018, we had cash and cash equivalents on which interest income is earned at variable rates. At July 29, 2018, we had a long-term $115.0 million accounts receivable securitization program, which can be increased subject to credit approval from DZ Bank, to provide additional liquidity to meet our short-term financing needs.

The interest rates on these borrowings and financings are variable and, therefore, interest and other expense and interest income are affected by the general level of U.S. and foreign interest rates. We consider the use of derivative instruments to hedge interest rate risk; however, as of July 29, 2018, we did not utilize any of these instruments as they were not considered to be cost effective. Based upon the current levels of cash invested, notes payable to banks and utilization of the securitization program, on a short-term basis, a hypothetical 1-percentage-point increase in interest rates would have increased net interest expense by $0.1 million or a hypothetical 1-percentage-point decrease in interest rates would have decreased net interest expense by $0.1 million in the third quarter of fiscal 2018.
Foreign Currency Risk
We have operations in several foreign countries and conduct business in the local currency in these countries. As a result, we have risk associated with currency fluctuations as the value of foreign currencies fluctuates against the dollar, in particular the British Pound, Euro, Canadian Dollar and Indian Rupee. These fluctuations impact reported earnings.
Fluctuations in currency exchange rates also impact the U.S. dollar amount of our net investment in foreign operations. The assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at the fiscal period balance sheet date. Income and expense accounts are translated at an average exchange rate during the year which approximates the rates in effect at the transaction dates. The resulting translation adjustments are recorded in stockholders’ equity as a component of Accumulated other comprehensive loss. The U.S. dollar strengthened relative to many foreign currencies as of July 29, 2018 compared to October 29, 2017. Consequently, stockholders’ equity decreased by $0.5 million as a result of the foreign currency translation as of July 29, 2018.
Based upon the current levels of net foreign assets, a hypothetical 10% devaluation of the U.S. dollar as compared to these currencies as of July 29, 2018 would result in an approximate $2.3 million positive translation adjustment recorded in Accumulated other comprehensive loss within stockholders’ equity. Conversely, a hypothetical 10% appreciation of the U.S. dollar as compared to these currencies as of July 29, 2018 would result in an approximate $2.3 million negative translation adjustment recorded in Accumulated other comprehensive loss within stockholders’ equity. We do not use derivative instruments for trading or other speculative purposes.
Equity Risk
Our investments are exposed to market risk as it relates to changes in the market value. We hold investments in mutual funds for the benefit of participants in our non-qualified deferred compensation plan, and changes in the market value of these investments result in offsetting changes in our liability under the non-qualified deferred compensation plans as the employees realize the rewards and bear the risks of their investment selections. At July 29, 2018, the total market value of these investments was $3.5 million.


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ITEM 4. CONTROLS AND PROCEDURES
Volt maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), which are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, Volt’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and Volt’s management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Volt has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of Volt’s management, including its Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Volt’s disclosure controls and procedures. Based upon their evaluation and subject to the foregoing, the Interim Chief Executive Officer and Chief Financial Officer concluded that Volt’s disclosure controls and procedures were effective.

There have been no significant changes in Volt’s internal controls over financial reporting that occurred during the fiscal quarter ended July 29, 2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



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PART II – OTHER INFORMATION

 
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is subject to claims in legal proceedings arising in the ordinary course of its business, including payroll-related and various employment-related matters. All litigation currently pending against the Company relates to matters that have arisen in the ordinary course of business and the Company believes that such matters will not have a material adverse effect on its consolidated financial condition, results of operations or cash flows.

Since our 2017 Form 10-K, there have been no material developments in the material legal proceedings in which we are involved.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the 2017 Form 10-K, which could materially affect the Company’s business, financial position and results of operations. There are no material changes from the risk factors set forth in Part I, “Item 1A. Risk Factors” in the 2017 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4. MINE SAFETY DISCLOSURE
Not applicable

ITEM 5. OTHER INFORMATION
None


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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this report:  
Exhibits  
 
Description
 
 
 
3.1
 
 
 
 
3.2
 
 
 
 
10.1*
 
 
 
 
10.2
 
 
 
 
10.3
 
 
 
 
10.4
 
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
32.1
 
 
 
 
32.2
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
* Confidential treatment has been requested with respect to certain portions of this exhibit


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
VOLT INFORMATION SCIENCES, INC.
 
 
 
 
 
Date: September 6, 2018
 
By:
/s/
Linda Perneau
 
 
 
Linda Perneau
 
 
 
Interim Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
 
Date: September 6, 2018
 
By:
/s/
Paul Tomkins
 
 
 
Paul Tomkins
 
 
 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 
 
 
 
 
Date: September 6, 2018
 
By:
/s/
Leonard Naujokas
 
 
 
Leonard Naujokas
 
 
 
Controller and Chief Accounting Officer
(Principal Accounting Officer)



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