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 ~~May 3, 2015~~January 31, 2016


¨	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.)
~~1065~~1133 Avenue of Americas, New York, New York	~~10018~~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 ¨

		(Do not check if a smaller reporting company)

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 ~~June 1, 2015,~~March 4, 2016, there were ~~20,709,896~~20,830,503 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 Six Months Ended
May 3, 2015 May 4, 2014 May 3, 2015 May 4, 2014

REVENUE:
Staffing services revenue $ 362,277
$ 406,733
$ 723,098
$ 799,002
Other revenue 22,912
29,347
45,157
58,706
NET REVENUE 385,189
436,080
768,255
857,708

EXPENSES:
Direct cost of staffing services revenue 305,116
344,922
615,935
684,718
Cost of other revenue 19,909
24,066
39,514
48,199
Selling, administrative and other operating costs 58,633
60,626
118,597
126,225
Restructuring costs 251
999
251
1,656
Impairment charges 5,374
—
5,374
—
Restatement, investigations and remediation —
593
—
3,261
TOTAL EXPENSES 389,283
431,206
779,671
864,059

OPERATING INCOME (LOSS) (4,094 ) 4,874
(11,416 ) (6,351 )

OTHER INCOME (EXPENSE), NET:
Interest income (expense), net (730 ) (802 ) (1,364 ) (1,662 )
Foreign exchange gain (loss), net (1,600 ) (630 ) (1,163 ) (242 )
Other income (expense), net 43
216
141
278
TOTAL OTHER INCOME (EXPENSE), NET (2,287 ) (1,216 ) (2,386 ) (1,626 )

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (6,381 ) 3,658
(13,802 ) (7,977 )
Income tax provision 532
2,277
1,911
3,324
INCOME (LOSS) FROM CONTINUING OPERATIONS (6,913 ) 1,381
(15,713 ) (11,301 )
DISCONTINUED OPERATIONS
Loss from discontinued operations net of income taxes (including loss on disposal of $1.2 million in 2015) —
(4,876 ) (4,519 ) (9,268 )
NET LOSS $ (6,913 ) $ (3,495 ) $ (20,232 ) $ (20,569 )

PER SHARE DATA:

Basic:

Income (loss) from continuing operations

$ (0.33 ) $ 0.07
$ (0.75 ) $ (0.54 )
Loss from discontinued operations —
(0.23 ) (0.22 ) (0.45 )
Net loss $ (0.33 ) $ (0.16 ) $ (0.97 ) $ (0.99 )
Weighted average number of shares 20,793
20,861
20,861
20,855
Diluted:

Income (loss) from continuing operations

$ (0.33 ) $ 0.07
$ (0.75 ) $ (0.54 )
Loss from discontinued operations —
(0.23 ) (0.22 ) (0.45 )
Net loss $ (0.33 ) $ (0.16 ) $ (0.97 ) $ (0.99 )
Weighted average number of shares 20,793
21,084
20,861
20,855



	Three Months Ended
	January 31, 2016			February 1, 2015
	January 31, 2016			February 1, 2015
REVENUE:
Staffing services revenue	$	308,681		$	360,821
Other revenue	18,149			22,245
NET REVENUE	326,830			383,066

EXPENSES:
Direct cost of staffing services revenue	264,172			309,518
Cost of other revenue	16,788			19,605
Selling, administrative and other operating costs	52,925			60,290
Restructuring and severance costs	2,761			975
TOTAL EXPENSES	336,646			390,388

OPERATING LOSS	(9,816		)	(7,322		)

OTHER INCOME (EXPENSE), NET:
Interest income (expense), net	(658		)	(634		)
Foreign exchange gain (loss), net	344			437
Other income (expense), net	(279		)	98
TOTAL OTHER INCOME (EXPENSE), NET	(593		)	(99		)

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(10,409		)	(7,421		)
Income tax provision	553			1,379
LOSS FROM CONTINUING OPERATIONS	(10,962		)	(8,800		)
DISCONTINUED OPERATIONS
Loss from discontinued operations net of income taxes (including loss on disposal of $1.2 million)	—			(4,519		)
NET LOSS	$	(10,962	)	$	(13,319	)

PER SHARE DATA:

Basic:
Loss from continuing operations	$	(0.53	)	$	(0.42	)
Loss from discontinued operations	—			(0.22		)
Net loss	$	(0.53	)	$	(0.64	)
Weighted average number of shares	20,813			20,930
Diluted:
Loss from continuing operations	$	(0.53	)	$	(0.42	)
Loss from discontinued operations	—			(0.22		)
Net loss	$	(0.53	)	$	(0.64	)
Weighted average number of shares	20,813			20,930

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(unaudited)

Three Months Ended Six Months Ended
May 3, 2015 May 4, 2014 May 3, 2015 May 4, 2014

NET LOSS $ (6,913 ) $ (3,495 ) $ (20,232 ) $ (20,569 )
Other comprehensive income:
Foreign currency translation adjustments, net of taxes of $0, respectively 1,515
1,445
366
1,864
Unrealized gain on marketable securities, net of taxes of $0, respectively 12
4
16
20
Total other comprehensive income 1,527
1,449
382
1,884
COMPREHENSIVE LOSS $ (5,386 ) $ (2,046 ) $ (19,850 ) $ (18,685 )



	Three Months Ended
	January 31, 2016			February 1, 2015
	January 31, 2016			February 1, 2015
NET LOSS	$	(10,962	)	$	(13,319	)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes of $0 and $0, respectively	(2,515		)	(1,149		)
Unrealized gain on marketable securities, net of taxes of $0 and $0, respectively	—			4
Total other comprehensive loss	(2,515		)	(1,145		)
COMPREHENSIVE LOSS	$	(13,477	)	$	(14,464	)

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)


	May 3, 2015			November 2, 2014			January 31, 2016			November 1, 2015
	(unaudited)						(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,197		$	9,105		$	16,515		$	10,188
Restricted cash and short-term investments	17,761			32,436			16,630			14,977
Trade accounts receivable, net of allowances of $646 and $868, respectively	224,854			248,101
Trade accounts receivable, net of allowances of $785 and $960, respectively							170,150			198,385
Recoverable income taxes	16,713			18,311			17,771			17,583
Prepaid insurance and other current assets	23,268			26,255			16,229			15,865
Assets held for sale	—			24,220			21,395			22,943
TOTAL CURRENT ASSETS	289,793			358,428			258,690			279,941
Prepaid insurance and other assets, excluding current portion	45,696			39,600
Other assets, excluding current portion							23,600			22,790
Property, equipment and software, net	24,789			26,304			26,338			24,095
TOTAL ASSETS	$	360,278		$	424,332		$	308,628		$	326,826

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued compensation	$	35,412		$	41,182		$	29,055		$	29,548
Accounts payable	44,779			55,873			35,126			39,164
Accrued taxes other than income taxes	14,835			17,099			25,109			22,719
Accrued insurance and other	36,206			39,104			33,938			34,391
Deferred revenue, net, current portion	2,059			3,491
Short-term borrowings, including current portion of long-term debt	130,949			129,417			101,009			982
Income taxes payable							—			1,658
Liabilities held for sale	—			19,126			6,672			7,345
TOTAL CURRENT LIABILITIES	264,240			305,292			230,909			135,807
Accrued insurance and other, excluding current portion	10,857			10,611			10,486			10,474
Income taxes payable, excluding current portion	8,655			8,556			6,573			6,516
Deferred income taxes	1,285			1,263			3,490			3,225
Long-term debt, excluding current portion	6,732			7,216			5,968			106,313
TOTAL LIABILITIES	291,769			332,938			257,426			262,335
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 - 23,733,603 and 23,610,103, respectively; Outstanding - 20,705,496 and 20,922,796, respectively	2,373			2,361
Common stock, par value $0.10; Authorized - 120,000,000 shares; Issued - 23,738,003 and 23,738,003, respectively; Outstanding - 20,830,457 and 20,801,080, respectively							2,374			2,374
Paid-in capital	74,338			73,194			75,600			75,803
Retained earnings	43,958			64,119			26,423			38,034
Accumulated other comprehensive loss	(6,018		)	(6,400		)	(10,509		)	(7,994		)
Treasury stock, at cost; 3,028,107 and 2,687,307 shares, respectively	(46,142		)	(41,880		)
Treasury stock, at cost; 2,907,546 and 2,936,923 shares, respectively							(42,686		)	(43,726		)
TOTAL STOCKHOLDERS' EQUITY	68,509			91,394			51,202			64,491
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	360,278		$	424,332		$	308,628		$	326,826

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	Six Months Ended						Three Months Ended
	May 3, 2015			May 4, 2014			January 31, 2016			February 1, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(20,232	)	$	(20,569	)	$	(10,962	)	$	(13,319	)
Loss from discontinued operations, net of income taxes	(4,519		)	(9,268		)	—			(4,519		)
Loss from continuing operations	(15,713		)	(11,301		)	(10,962		)	(8,800		)
Adjustment to reconcile net loss to cash provided by (used in) operating activities:
Adjustment to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	3,410			5,265			1,538			1,771
Provision (release) of doubtful accounts and sales allowances	151			(214		)	(174		)	132
Impairment charges	5,374			—
Unrealized foreign currency exchange loss	172			917
(Gain) loss on dispositions of property, equipment and software	(111		)	18
Unrealized foreign currency exchange gain							(428		)	(915		)
Gain on dispositions of business units and equipment							138			(118		)
Deferred income tax provision (benefit)	(79		)	1,415			—			(79		)
Share-based compensation expense	718			326			187			476
Accretion of convertible note discount	(199		)	—			(65		)	—
Change in operating assets and liabilities:
Trade accounts receivable	21,056			39,979			28,463			31,308
Restricted cash related to customer contracts	4,062			2,370
Restricted cash							(2,577		)	4,313
Prepaid insurance and other assets	190			6,686			(1,022		)	338
Net assets held for sale							615			3,755
Accounts payable	(8,610		)	(3,304		)	(4,136		)	(7,659		)
Accrued expenses and other liabilities	(11,702		)	(13,129		)	2,802			(4,867		)
Income taxes	777			495			(1,776		)	(20		)
Net cash provided by (used in) operating activities	(504		)	29,523
Net cash provided by operating activities							12,603			19,635
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of investments	796			985			581			569
Purchases of investments	(501		)	(308		)	(237		)	(238		)
Proceeds from sale of property, equipment and software	227			3,000
Purchases of property, equipment and software	(3,276		)	(2,202		)
Net cash provided by (used in) investing activities	(2,754		)	1,475
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of business unit and equipment							363			131
Purchases of property, equipment, and software							(3,887		)	(1,234		)
Net cash used in investing activities							(3,180		)	(772		)
CASH FLOWS FROM FINANCING ACTIVITES:
Decrease in cash restricted as collateral for borrowings	10,352			2,960			—			9,123
Net change in short-term borrowings	1,494			(19,582		)
Repayment of borrowings							—			(23,506		)
Draw-down on borrowings							—			10,000
Repayment of long-term debt	(446		)	(411		)	(318		)	(147		)
Proceeds from exercise of stock options	438			—
Purchases of common stock under repurchase program	(4,262		)	—
Net cash provided by (used in) financing activities	7,576			(17,033		)
Debt issuance costs							(358		)	(232		)
Proceeds from exercise of options							9			—
Withholding tax payment on vesting of restricted stock awards							(116		)	—
Net cash used in financing activities							(783		)	(4,762		)
Effect of exchange rate changes on cash and cash equivalents	(1,959		)	204			(2,313		)	402
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Cash flow from operating activities	(56		)	(8,343		)	—			(3,237		)
Cash flow from investing activities	(4,000		)	(389		)	—			(4,000		)
Net cash used in discontinued operations	(4,056		)	(8,732		)	—			(7,237		)
Net increase (decrease) in cash and cash equivalents	(1,697		)	5,437
Net increase in cash and cash equivalents							6,327			7,266
Cash and cash equivalents, beginning of period	9,105			9,847			10,188			6,723
Change in cash from discontinued operations	(211		)	(49		)	—			(211		)
Cash and cash equivalents, end of period	$	7,197		$	15,235		$	16,515		$	13,778

Cash paid during the period:
Interest	$	1,690		$	1,885		$	782		$	644
Income taxes	$	634		$	1,819		$	2,112		$	329

Supplemental disclosure of noncash investing activity:
Supplemental disclosure of non-cash investing and financing activities:
Note receivable in exchange for Computer Systems segment net assets sold	$	8,363		$	—		$	—		$	8,363

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Fiscal Periods Ended ~~May 3,~~January 31, 2016 and February 1, 2015 ~~and May 4, 2014~~

(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, ~~in the United States,~~ consistent in all material respects with those applied in the Annual Report on Form 10-K for the year ended November ~~2, 2014.~~1, 2015. 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 November ~~2, 2014.~~

Restatement, investigations and remediation costs are discussed further in the Company's Form 10-K for the fiscal year ended November 2, 2014, and are comprised of financial and legal consulting, audit and related costs incurred for the completion of delayed filings required under SEC regulations.1, 2015.

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

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies. Unless otherwise discussed, the Company believes that the ~~impact~~adoption of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.

~~Recently Adopted Accounting Standards~~

In ~~May 2015,~~February 2016, the FASB issued Accounting Standards Update (“ASU”) ~~No. 2015-08,~~2016-02, ~~Business Combinations~~Leases (Topic ~~805): Pushdown Accounting - Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115 (SEC Update)~~842). This ASU ~~supersedes several paragraphs~~requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in ~~ASC 805-50.~~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. This update is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those fiscal years. Early adoption is permitted.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. Some of the other provisions include eliminating certain disclosure requirements related to financial instruments measured at amortized cost and adding disclosures related to the measurement categories of financial assets and financial liabilities. This ASU is effective for public entities with fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The ~~amendments remove references to Staff Accounting Bulletin Topic 5.J and are effective immediately. The~~Company is currently assessing the impact that the adoption of this ~~ASU did not~~standard will have ~~a material impact~~ on ~~our~~its consolidated financial ~~statements.~~statements and related disclosures upon implementation.

~~New Accounting Standards Not Yet Adopted by the Company~~

In ~~April~~August 2015, the FASB issued ASU ~~No. 2015-05,~~2015-15, ~~Customers' Accounting for Fees Paid in a Cloud Computing Arrangement~~Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ~~The~~ ASU ~~provides~~2015-15 clarifies the guidance in ~~evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then~~ASU 2015-03 regarding presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. The SEC Staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the ~~software license element~~deferred debt issuance costs ratably over the term of the line-of-credit arrangement, ~~should be accounted for as an acquisition~~regardless of ~~a software license. If~~whether there are any outstanding borrowings on the arrangement does not contain a software license, it should be accounted for as a service contract. This ASU is effective for reporting periods beginning after December 15, 2015 and may be adopted either retrospectively or prospectively. We are currently evaluating the impact that this ASU will have on our consolidated financial statements.line-of-credit arrangement.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The ASU requires that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. This ASU is effective for reporting periods beginning after December 15, 2015. ~~The Company is currently assessing the impact of the adoption of this guidance on the consolidated financial statements.~~

In ~~February 2015,~~August 2014, the FASB issued ASU ~~No. 2015-02,~~2014-15, ~~Consolidation (Topic 810)~~Presentation of Financial Statements - Going Concern (Subtopic 205-40): ~~Amendments~~Disclosure of Uncertainties about an Entity’s Ability to ~~the Consolidation Analysis.~~Continue as a Going Concern. ~~The new consolidation standard changes the way reporting enterprises~~This update provides guidance about management’s responsibility to evaluate whether ~~(a) they should consolidate limited partnerships and similar entities, (b) fees paid~~there is substantial doubt about an entity’s ability to continue as a ~~decision maker or service provider are variable interests in~~going concern. Specifically, the amendments (1) provide a ~~variable interest entity ("VIE"), and (c) variable interests in a VIE held by related parties~~definition of the term substantial doubt, (2) require an evaluation every reporting ~~enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and~~period including interim periods, in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. A reporting entity may apply a modified retrospective approach by recording a cumulative-effect adjustment to equity as(3) provide principles for considering the mitigating effect of ~~the beginning of the fiscal year of adoption or may apply the~~management’s plans, (4) require certain disclosures when

~~amendments retrospectively. The Company~~substantial doubt is ~~currently assessing~~alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the ~~impact of~~date that the ~~adoption of this guidance on~~financial statements are issued (or available to be issued). This ASU is effective for the ~~consolidated financial statements.~~

~~In January 2015, the FASB issued ASU No. 2015-01,~~ ~~Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.~~ The new guidance eliminates the separate presentation of extraordinary items, net of tax and the related earnings per share, but does not affect the requirement to disclose material items that are unusual in nature or infrequently occurring. The ASU applies to all entities for fiscal years, and interim periods within those fiscal years, beginningannual period ending after December 15, ~~2015. Entities have the option to apply the new guidance prospectively or retrospectively, and can choose~~2016, with early ~~adoption. The Company is currently assessing the impact of the~~ adoption ~~of this guidance on the consolidated financial statements.~~permitted.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ~~Upon~~The core principle of this amendment is that an entity should recognize revenue to depict the ~~effective date,~~transfer of promised goods or services to customers in an amount that reflects the ~~ASU replaces almost all existing revenue recognition guidance, including industry specific guidance,~~consideration to which the entity expects to be entitled in ~~generally accepted accounting principles ("GAAP").~~exchange for those goods and services. This standard is effective for fiscal years and interim reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year and is now effective for annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016 including interim reporting periods within that period. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures upon implementation in the first quarter of fiscal ~~year 2018.~~2019.

Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.

Recently Adopted Accounting Standards

In November 2015, the FASB issued Accounting Standards Update ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The amendments in this update simplify the presentation of deferred income taxes and require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The Company has early adopted ASU 2015-17 prospectively beginning in the first quarter of fiscal 2016. Other than the revised balance sheet presentation of deferred taxes from current to non-current, the adoption of this ASU did not have a material impact to our consolidated financial statements.

NOTE 3: Discontinued Operations

On December 1, 2014, the Company completed the sale of its Computer Systems segment to NewNet Communication Technologies, LLC ("NewNet"), a Skyview Capital, LLC, portfolio company. ~~The Company met all of the criteria to classify that segment's assets and liabilities as held for sale in the fourth quarter of fiscal year 2014.~~ The results of the Computer Systems segment are presented as discontinued operations and excluded from continuing operations and from segment results for all periods presented.

The proceeds of the transaction are a $10.0 million note bearing interest at one half percent (0.5 percent) per year due in four years and convertible into a capital interest of up to 20% in NewNet. The Company may convert the note at any time and is entitled to receive early repayment in the event of certain events such as a change in control of NewNet. The proceeds are in exchange for the ownership of Volt Delta Resources, LLC and its operating subsidiaries, which ~~comprised~~comprise the Company's Computer Systems segment, and payment of $4.0 million by the Company during the first 45 days following the transaction. An additional payment ~~is anticipated to~~will be made ~~in the third quarter of 2015~~ between the parties based on the comparison of the actual transaction date working capital amount to an expected working capital amount of $6.0 ~~million.~~million (the contractually agreed upon working capital). The note was valued at $8.4 million ~~on the transaction date~~ which ~~approximates~~approximated its fair value. The resulting discount will be amortized over four years with an effective interest rate of 5.1%.

As of ~~May 3, 2015,~~January 31, 2016, the unamortized discount for the note ~~is $1.5~~was $1.1 million and the interest income resulting from the amortization for the three ~~and six~~ months ended ~~May 3,~~January 31, 2016 and February 1, 2015 iswas $0.1 million ~~and $0.2 million, respectively.~~in both periods.

~~The~~For the three months ended February 1, 2015, the Company recognized a loss on disposal of $1.2 million from the sale ~~transaction in the first quarter of 2015.~~transaction. The total related costs associated with this transaction were $2.2 million comprised of $0.9 million in severance costs, $0.9 million of professional fees and $0.4 million of lease obligation costs. These costs are recorded in ~~discontinued~~Discontinued operations in the Condensed Consolidated Statements of Operations. As of ~~May 3, 2015, $1.5~~January 31, 2016, $2.0 million has been paid and ~~$0.8~~$0.2 million remains payable and is included in ~~accrued compensation and accrued~~Accrued insurance and other in the Condensed Consolidated Balance Sheets.

~~The following table reconciles the major classes of net assets and liabilities classified as held for sale in the Condensed Consolidated Balance Sheet (in thousands):~~

November 2, 2014
Assets included as part of discontinued operations
Cash and cash equivalents $ 282
Trade accounts receivable, net 10,535
Recoverable income taxes 921
Prepaid insurance and other assets 9,251
Property, equipment and software, net 3,231
Total assets of the disposal group classified as held for sale in the Condensed Consolidated Balance Sheet $ 24,220

Liabilities included as part of discontinued operations
Accrued compensation $ 2,272
Accounts payable 992
Accrued taxes other than income taxes 649
Accrued insurance and other 5,794
Deferred revenue 9,419
Total liabilities of the disposal group classified as held for sale in the Condensed Consolidated Balance Sheet $ 19,126

Deferred tax assets of $6,842 are included above in prepaid insurance and other assets as of November 2, 2014. Deferred tax liabilities of $3,834 are included above in accrued insurance and other as of November 2, 2014.

The following table reconciles the major line items in the Condensed Consolidated Statements of Operations for discontinued operations (in thousands):


	Three Months Ended					Six Months Ended
	May 3, 2015		May 4, 2014			May 3, 2015			May 4, 2014			Three Months Ended February 1, 2015
Loss on discontinued operations
Net revenue	$	—	$	15,405		$	4,708		$	30,925		$	4,708
Cost of revenue	—		14,590			5,730			27,735			(5,730		)
Selling, administrative and other operating costs	—		5,125			1,388			10,618			(1,388		)
Restructuring and other related costs	—		(81		)	1,709			623			(1,709		)
Other (income) expense, net	—		546			(978		)	1,114
Other income (expense), net												978
Loss from discontinued operations	—		(4,775		)	(3,141		)	(9,165		)	(3,141		)
Loss on disposal of discontinued operations	—		—			(1,187		)	—			(1,187		)
Total loss from discontinued operations	—		(4,775		)	(4,328		)	(9,165		)	(4,328		)
Income tax provision	—		101			191			103			191
Total loss from discontinued operations that is presented in the Condensed Consolidated Statements of Operations	$	—	$	(4,876	)	$	(4,519	)	$	(9,268	)	$	(4,519	)

NOTE 4: Assets and Liabilities Held for Sale

In October 2015, the Company's Board of Directors approved a plan to sell the Company’s information technology infrastructure services business (“Maintech”) and staffing services business in Uruguay ("Lakyfor, S.A.").

Maintech met all of the criteria to classify its assets and liabilities as held for sale in the fourth quarter of fiscal 2015. The potential disposal of Maintech did not represent a strategic shift that will have a major effect on the Company’s operations and financial results and is, therefore, not classified as discontinued operations in accordance with ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360), ("ASU 2014-08"). As part of the required evaluation under the held for sale guidance, the Company determined that the approximate fair value less costs to sell the operations exceeded the carrying value of the net assets and no impairment charge was recorded. If a transaction proceeds, the Company would expect to complete the transaction by the end of the second quarter or sometime in the third quarter of fiscal 2016.

Lakyfor, S.A. met all of the criteria to classify its assets and liabilities as held for sale during the fourth quarter of fiscal 2015. The disposal of Lakyfor, S.A. did not represent a strategic shift that would have a major effect on the Company’s operations and financial results and was, therefore, not classified as discontinued operations in accordance with ASU 2014-08. As part of the required evaluation under the held for sale guidance, the Company determined that the approximate fair value less costs to sell the operations was significantly lower than the carrying value of the net assets and an impairment charge of $0.7 million was recorded in the fourth quarter of fiscal 2015. The sale occurred in December 2015 for nominal proceeds. For the three months ended January 31, 2016, the Company recognized a loss on disposal of $0.1 million from the sale transaction.

The following table reconciles the major classes of assets and liabilities classified as held for sale as part of continuing operations in the Condensed Consolidated Balance Sheets (in thousands):



	January 31, 2016		November 1, 2015
Assets included as part of continuing operations
Cash and cash equivalents	$	1,153	$	1,537
Trade accounts receivable, net	15,149		15,671
Recoverable income taxes	23		165
Prepaid insurance and other assets	4,411		4,886
Property, equipment and software, net	164		189
Purchased intangible assets	495		495
Total major classes of assets as part of continuing operations - Maintech and Lakyfor, S.A. ⁽¹⁾	$	21,395	$	22,943

Liabilities included as part of continuing operations
Accrued compensation	$	2,561	$	3,509
Accounts payable	1,290		1,387
Accrued taxes other than income taxes	1,034		1,165
Accrued insurance and other	597		523
Deferred revenue	1,190		761
Total major classes of liabilities as part of continuing operations - Maintech and Lakyfor, S.A. ⁽¹⁾	$	6,672	$	7,345

⁽¹⁾ The Balance Sheet as of January 31, 2016 only includes Maintech.

Note 4:5: Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss for the three and six months ended May 3, 2015 were (in thousands):

Foreign Currency Translation Unrealized Gain (Loss) on Marketable Securities

Three Months Ended May 3, 2015
Accumulated other comprehensive loss at February 1, 2015 $ (7,514 ) $ (31 )
Other comprehensive income before reclassifications 1,515
12
Amounts reclassified from accumulated other comprehensive income (loss) —
—
Net current period other comprehensive income 1,515
12
Accumulated other comprehensive loss at May 3, 2015 $ (5,999 ) $ (19 )

Six Months Ended May 3, 2015
Accumulated other comprehensive loss at November 2, 2014 $ (6,365 ) $ (35 )
Other comprehensive income (loss) before reclassifications (2,815 ) 16
Amounts reclassified from accumulated other comprehensive income 3,181
—
Net current period other comprehensive income 366
16
Accumulated other comprehensive loss at May 3, 2015 $ (5,999 ) $ (19 )

The Company did not have any significant amounts reclassified out of accumulated other comprehensive income in 2014.

Reclassifications from accumulated other comprehensive loss for the three and six months ended May 3, 2015 were (in thousands):

Three Months Ended May 3, 2015 Six Months Ended May 3, 2015
Foreign currency translation

Sale of foreign subsidiaries $ —
$ (3,181 )
Income tax provision (benefit) —
—
Total reclassifications, net of tax $ —
$ (3,181 )

Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented

Foreign currency translation
Sale of foreign subsidiaries $ 3,181
Discontinued operations



The changes in accumulated other comprehensive loss for the three months ended January 31, 2016 were (in thousands):

	Foreign Currency Translation			Unrealized Gain (Loss) on Marketable Securities

Accumulated other comprehensive loss at November 1, 2015	$	(7,971	)	$	(23	)
Other comprehensive loss before reclassifications	(2,515		)	—
Accumulated other comprehensive loss at January 31, 2016	$	(10,486	)	$	(23	)

Reclassifications from accumulated other comprehensive loss for the three months ended January 31, 2016 were (in thousands):

	Three Months Ended
	January 31, 2016			February 1, 2015
Foreign currency translation
Sale of foreign subsidiaries	$	—		$	(3,181	)
Total reclassifications, net of tax	$	—		$	(3,181	)

Details about Accumulated Other Comprehensive Loss Components for the three months ended February 1, 2015	Amount Reclassified from Accumulated Other Comprehensive Loss			Affected Line Item in the Statement Where Net Loss is Presented

Foreign currency translation
Sale of foreign subsidiaries	$	3,181		Discontinued operations

NOTE 5:6: Restricted Cash and Short-Term Investments

Restricted cash ~~and short-term investments include~~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 associated with the Company’s Short-Term Credit Facility.~~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 ~~for credit facilities are reflected in financing activities while changes in restricted cash under managed service programs~~ are classified as an operating activity, as this cash is directly related to the operations of this business.

At ~~May 3, 2015~~January 31, 2016 and November ~~2, 2014,~~1, 2015, restricted cash ~~and short-term investments~~ included ~~$12.4~~$10.8 million and ~~$16.5~~$9.3 million, respectively, restricted for payment to associate vendors and ~~$0.1~~$1.9 million and ~~$10.4~~$0.9 million, respectively, restricted asfor other collateral ~~under the Short-Term Credit Facility.~~accounts.

At ~~May 3, 2015~~January 31, 2016 and November ~~2, 2014, restricted cash and~~1, 2015, short-term investments ~~included $5.3~~were $3.9 million and ~~$5.5~~$4.8 million, ~~respectively, of short-term investments.~~respectively. These short-term investments consisted primarily of the fair value of deferred compensation investments corresponding to employees’ selections, primarily in mutual funds, based on quoted prices in active markets.

NOTE 6:7: 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's provision for income taxes primarily includes foreign jurisdictions and state taxes. The provision for income taxes in the ~~second~~first quarter of fiscal 2016 and 2015 ~~and 2014~~ was ~~$0.5~~$0.6 million and ~~$2.3 million, respectively, and for the six months ended May 3, 2015 and May 4, 2014 was $1.9 million and $3.3~~$1.4 million, respectively. The Company's quarterly provision for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items that occur within the periods presented.

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 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.

NOTE 7:8: Debt

In January 2016, the Company amended its $150.0 million Financing Program with PNC Bank, National Association (“PNC”) to (1) extend the termination date to January 31, 2017; (2) eliminate the interest coverage ratio and modify the liquidity level requirement; (3) reduce the minimum funding threshold, as defined, from 60% to 40%; and (4) revise pricing from a LIBOR based rate plus 1.75% per the prior agreement, to a LIBOR based rate plus 1.90% on outstanding borrowings, and to increase the facility fee from 0.65% to 0.70%. The Financing Program is secured by receivables from certain Staffing Services businesses in the United States, Europe and Canada that are sold to a wholly-owned, consolidated, bankruptcy remote subsidiary. The bankruptcy remote subsidiary's sole business consists of the purchase of the receivables and subsequent granting of a security interest to PNC under the program, and its assets are available first to satisfy obligations to PNC and are not available to pay creditors of the Company's other legal entities. Borrowing capacity under the Financing Program is directly impacted by the level of accounts receivable. At ~~May 3,~~January 31, 2016, the accounts receivable borrowing base was $148.7 million. As of November 1, 2015, the Financing Program was classified as long-term debt on the Condensed Consolidated Balance Sheets, however, as of the end of the Company's fiscal first quarter 2016, the Financing Program is classified as short-term as the termination date is within twelve months of the Company’s first quarter 2016 balance sheet date.

In addition to customary representations, warranties and affirmative and negative covenants, the program is subject to a minimum liquidity covenant which increased under the aforementioned amendment from $20.0 million in cash and cash equivalents and borrowing availability under the Financing Program, to $35.0 million effective January 31, 2016, which increases to $50.0 million effective July 31, 2016. The program is subject to termination under standard events of default including change of control, failure to pay principal or interest, breach of the liquidity covenant, triggering of portfolio ratio limits, or other material adverse events as defined. As of January 31, 2016, the Company was in compliance with all debt covenant requirements.

The Financing Program has a feature under which the facility limit can be increased from $150.0 million up to $250.0 million subject to credit approval from PNC. Borrowings are priced based upon a fixed program rate plus the daily adjusted one-month LIBOR index, as defined. The program also contains a revolving credit provision under which proceeds can be drawn for a definitive tranche period of 30, 60, 90 or 180 days priced at the adjusted LIBOR index rate in effect for that period. In addition to United States dollars, drawings can be denominated in Canadian dollars, subject to a Canadian dollar $30.0 million limit, and British Pounds Sterling, subject to a £20.0 million limit. The program also includes a letter of credit sublimit of $50.0 million and minimum borrowing requirements. As of January 31, 2016, there were no foreign currency denominated borrowings, and the letter of credit participation for the Company's casualty insurance program was $25.1 million.

At both January 31, 2016 and November ~~2, 2014,~~1, 2015, the Company had outstanding borrowing under ~~the Short-Term Financing Program~~this program of ~~$130.0~~$100.0 million and $120.0 million, respectively, which carried weighted average annual interest rates of 1.8% and 1.7% during the second quarter of fiscal 2015 and 2014, respectively, and 1.7% and 1.6% during the first six months of 2015 and 2014, respectively, which is inclusive of certain facility and program fees. At May 3, 2015, there was $7.9 million available under the Short-Term Financing Program.

There were no outstanding borrowings under the $45.0 million Short-Term Credit Facility as of May 3, 2015. At November 2, 2014, the Company had the equivalent of $8.5 million outstanding, used primarily to hedge the Company’s net investment in certain foreign subsidiaries. The Company does not designate and document these instruments as hedges under ASC 815 ~~"Derivatives and Hedges,"~~ and as a result gains and losses associated with these instruments are included in Foreign exchange gain (loss), net in the Condensed Consolidated Statements of Operations. During both the second quarter and the first six months of fiscal 2014, borrowings under the Short-Term Facility carriedbore a weighted average annual interest rate of ~~1.9%~~2.1% and 1.8%, respectively, which is inclusive of ~~the~~all facility ~~fee.~~fees. At January 31, 2016, there was $23.6 million available under this program.

At ~~May 3, 2015~~January 31, 2016, and November ~~2, 2014,~~1, 2015 the Company had ~~$7.7~~$7.0 million and ~~$8.1~~$7.3 million, ~~of long-term debt,~~ respectively, of a long-term term loan on the Company's property in Orange, California, of which ~~$0.9~~$1.0 million was current at ~~May 3, 2015 and November 2, 2014.~~both period end dates.

910

NOTE 8:9: Earnings (Loss) Per Share

Basic and diluted net income (loss) per share is calculated as follows (in thousands, except per share amounts):


	Three Months Ended						Six Months Ended						Three Months Ended
	May 3, 2015			May 4, 2014			May 3, 2015			May 4, 2014			January 31, 2016			February 1, 2015
Numerator
Income (loss) from continuing operations	$	(6,913	)	$	1,381		$	(15,713	)	$	(11,301	)
Loss from continuing operations													$	(10,962	)	$	(8,800	)
Loss from discontinued operations, net of income taxes	—			(4,876		)	(4,519		)	(9,268		)	—			(4,519		)
Net loss	$	(6,913	)	$	(3,495	)	$	(20,232	)	$	(20,569	)	$	(10,962	)	$	(13,319	)
Denominator
Basic weighted average number of shares	20,793			20,861			20,861			20,855			20,813			20,930
Diluted weighted average number of shares	20,793			21,084			20,861			20,855			20,813			20,930

Basic:
Income (loss) from continuing operations	$	(0.33	)	$	0.07		$	(0.75	)	$	(0.54	)
Loss from continuing operations													$	(0.53	)	$	(0.42	)
Loss from discontinued operations, net of income taxes	—			(0.23		)	(0.22		)	(0.45		)	—			(0.22		)
Net loss	$	(0.33	)	$	(0.16	)	$	(0.97	)	$	(0.99	)	$	(0.53	)	$	(0.64	)

Diluted:
Income (loss) from continuing operations	$	(0.33	)	$	0.07		$	(0.75	)	$	(0.54	)
Loss from continuing operations													$	(0.53	)	$	(0.42	)
Loss from discontinued operations, net of income taxes	—			(0.23		)	(0.22		)	(0.45		)	—			(0.22		)
Net loss	$	(0.33	)	$	(0.16	)	$	(0.97	)	$	(0.99	)	$	(0.53	)	$	(0.64	)

Options to purchase ~~661,650~~945,578 and ~~465,450~~762,150 shares of the Company’s common stock were outstanding at ~~May 3,~~January 31, 2016 and February 1, 2015, ~~and May 4, 2014,~~ respectively. Additionally, there were ~~60,001~~8,159 and 40,000 unvested restricted shares outstanding at ~~May 4, 2014.~~January 31, 2016 and February 1, 2015, respectively. The options and restricted shares were not included in the computation of diluted earnings (loss) per share in the ~~three and six months~~first quarter of fiscal ~~2015~~2016 and ~~in the six months of fiscal 2014~~2015 because the effect of their inclusion would have been anti-dilutive as a result of the Company’s net loss position in those periods.

Share Repurchase Plan

On January 14, 2015, the Board of Directors approved a new 36-month share repurchase program of up to 1,500,000 shares of the Company's common stock to begin on January 19, 2015, replacing a prior program. Such repurchases will be made through open market or private transactions. Share repurchases under the program will be subject to specified parameters and certain price and volume restraints and any repurchased shares will be held in treasury. The exact number and timing of share repurchases will depend upon market conditions and other factors.

~~For the quarter ended May 3, 2015, the~~The Company repurchased 340,800 shares of common stock at an average purchase price of $12.50 per share for an aggregate amount of $4.3 ~~million. The shares repurchased in the second quarter represent the total shares repurchased since inception.~~million during fiscal 2015. As of ~~May 3, 2015,~~January 31, 2016, the Company had 1,159,200 shares available for repurchase. ~~In April 2015, the Company suspended purchases of shares under this program.~~

~~NOTE 9: Impairment Charges~~

~~Impairment of Net Assets~~

During the second quarter of 2015, in conjunction with the initiative to exit certain non-core operations, the telephone directory publishing and printing business in Uruguay met the criteria to be classified as held for sale. Disposal is expected to take place in the second half of the year.

As part of the required evaluation under the held for sale guidance, the Company determined that the approximate fair value less costs to sell the operations was significantly lower than the carrying value of the net assets. Consequently, the net assets of the business of $4.4 million were fully impaired during the second quarter of 2015 and were recorded as an impairment charge in the Condensed Consolidated Statements of Operations. With the exception of a nominal amount of cash, there is no carrying value for any assets

1011

~~classified as held~~Note 10: Restructuring and Severance Costs

In November 2015, the Company implemented a cost reduction plan and estimates that it will incur restructuring charges of approximately $3.0 million in fiscal 2016, primarily resulting from a reduction in workforce, facility consolidation and lease termination costs.

The Company incurred total restructuring and severance costs of approximately $2.8 million for ~~sale as of May 3, 2015 on~~the three months ended January 31, 2016. The following table presents the restructuring and severance costs for the three months ended January 31, 2016 (in thousands):



	Staffing Services		Other		Corporate		Total

Severance and benefit costs	$	1,353	$	293	$	983	$	2,629
Other	132		—		—		132
Total Costs	$	1,485	$	293	$	983	$	2,761

Accrued restructuring and severance costs are included in Accrued compensation and Accrued insurance and other in the Condensed Consolidated Balance ~~Sheet~~Sheets. Activity for the ~~telephone directory publishing and printing business in Uruguay.~~ three months ended January 31, 2016 are summarized as follows (in thousands):



	January 31, 2016

Beginning Balance	$	—
Charged to expense	2,761
Cash payments	(1,459		)
Ending Balance	$	1,302

The ~~pre-tax losses~~remaining charges as of January 31, 2016 for the ~~second quarter~~Staffing Services and Other segments as well as Corporate of ~~2015 and 2014 for this business were $1.2~~$0.7 million, $0.1 million and ~~$1.1~~$0.5 million, ~~respectively. The pre-tax losses for the first six months of 2015 and 2014 were $2.2 million and $1.9 million, respectively.~~

~~Impairment of Goodwill~~

~~The Company performed its annual impairment test for goodwill~~respectively, are expected to be paid during the second quarter of 2015. Goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is to identify potential impairment by comparing the fair value of a reporting unit with its net book value (or carrying amount), including goodwill. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

Based on the result of the first step of the goodwill impairment analysis, the Company determined that the fair value of the staffing reporting unit in Uruguay was less than its carrying value as of May 3, 2015 and, as such, the Company applied the second step of the goodwill impairment test to this reporting unit. The fair value of the reporting unit was determined using an income approach. The income approach uses projections of estimated operating results and cash flows discounted using a weighted-average cost of capital. The approach uses management’s best estimates of economic and market conditions over the projected period, including growth rates in sales, costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The Company determined that the ongoing value of the business based on historical and future levels would not support the carrying value of goodwill. Based on the result of the second step of the goodwill impairment analysis, the Company recorded a $1.0 million non-cash charge to reduce the entire carrying value of goodwill during the second quarter of 2015.fiscal 2016.

NOTE ~~10:~~11: Commitments and Contingencies


~~(a)~~	~~Legal Proceedings~~

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.

In July 2013, Oracle Corporation brought suit against the Company alleging copyright infringement and related claims. The complaint alleged that the Company's information technology infrastructure business provided customer installation services of software updates for Oracle’s computer operating system software and system firmware without appropriate authorization or license.

On May 6, 2015, the Company settled the lawsuit with Oracle on monetary and non-monetary terms. The net payment due by the Company to Oracle, after amounts covered by the Company’s insurance policies, is $400,000. This amount is included within the Other segment's selling, administrative and other operating costs.

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)~~	~~Casualty Insurance Program~~

Except for states that require participation in state-operated workers’ compensation insurance funds, liability for workers’ compensation as well as automobile and general liability is insured under a retrospective experience-rated insurance program for losses exceeding specified deductible levels. The Company is self-insured for losses below the specified deductible limits. The Company has deposited approximately $27.0 million, representing numerous open plan years, with the insurance company to satisfy the carrier’s collateral requirements and fund potential future claims. Adjustments to the collateral amount are determined periodically up to three or four years after the end of the respective policy year, using the level of claims paid and incurred. This balance is included within prepaid insurance and other current assets as well as prepaid insurance and other assets, excluding current portion in the Condensed Consolidated Balance Sheets.


~~(c)~~	~~Indemnification~~

The Company indemnifies its officers, directors and certain employees for certain events or occurrences while the employee, officer or director is, or was, serving at the Company’s request in such capacity, as permitted under New York law.

NOTE ~~11:~~12: Segment Data

The Company’s operating segments are determined in accordance with the Company’s internal management structure, which is based on operating activities. The Company is currently assessing potential changes to its reportable segments in fiscal 2016 based on the new management organization and the changes anticipated by implementing new business strategies, including the initiatives to exit non-strategic and non-core operations.

Segment operating income (loss) is comprised of segment net revenues less direct cost of staffing services revenue or cost of other revenue, selling, administrative and other operating costs ~~impairment charges~~ and restructuring costs. The Company allocates all operating costs to the segments except for costs not directly relating to operating activities such as corporate-wide general and administrative ~~costs and fees related to restatement, investigations and remediation.~~costs. These

costs are not allocated ~~as they do~~because doing so would not enhance the understanding of segment operating performance and they are not used by management to measure segment performance.

Commencing in the first quarter of fiscal 2016, the Company changed its methodology for the allocation of costs to more effectively reflect and measure the individual businesses' financial and operational efficiency. Prior period segment results have been revised for these changes.

Financial data concerning the Company’s revenue and segment operating income (loss) by reportable operating segment in the ~~second~~first quarter of fiscal ~~2015~~2016 and ~~2014 and for the first six months of fiscal~~ 2015 ~~and 2014~~ are summarized in the following ~~tables:~~

Three Months Ended May 3, 2015
(in thousands) Total Staffing Services Other
Revenue
Staffing services revenue $ 362,277
$ 362,277
$ —
Other revenue 22,912
—
22,912
Net revenue 385,189
362,277
22,912
Expenses
Direct cost of staffing services revenue 305,116
305,116
—
Cost of other revenue 19,909
—
19,909
Selling, administrative and other operating costs 54,325
50,034
4,291
Restructuring costs 251
275
(24 )
Impairment charges 5,374
977
4,397
Segment operating income (loss) 214

5,875

(5,661 )
Corporate general and administrative 4,308

Operating loss $ (4,094 )
tables (in thousands):

Three Months Ended May 4, 2014
(in thousands) Total Staffing Services Other
Revenue
Staffing services revenue $ 406,733
$ 406,733
$ —
Other revenue 29,347
—
29,347
Net revenue 436,080
406,733
29,347
Expenses
Direct cost of staffing services revenue 344,922
344,922
—
Cost of other revenue 24,066
—
24,066
Selling, administrative and other operating costs 58,238
53,778
4,460
Restructuring costs 679
577
102
Segment operating income 8,175
7,456
719
Corporate general and administrative 2,708

Restatement, investigations and remediation 593

Operating income $ 4,874


	Six Months Ended May 3, 2015								Three Months Ended January 31, 2016
(in thousands)	Total			Staffing Services		Other
Revenue
Staffing services revenue	$	723,098		$	723,098	$	—
Other revenue	45,157			—		45,157
									Total			Staffing Services		Other
Net revenue	768,255			723,098		45,157			$	326,830		$	308,681	$	18,149
Expenses
Direct cost of staffing services revenue	615,935			615,935		—			264,172			264,172		—
Cost of other revenue	39,514			—		39,514			16,788			—		16,788
Selling, administrative and other operating costs	108,266			100,614		7,652			42,729			41,290		1,439
Restructuring costs	251			275		(24		)
Impairment charges	5,374			977		4,397
Restructuring and severance costs									1,778			1,485		293
Segment operating income (loss)	(1,085		)	5,297		(6,382		)	1,363			1,734		(371		)
Corporate general and administrative	10,331								10,196
Corporate restructuring and severance costs									983
Operating loss	$	(11,416	)						$	(9,816	)


	Six Months Ended May 4, 2014							Three Months Ended February 1, 2015
(in thousands)	Total			Staffing Services		Other
Revenue
Staffing services revenue	$	799,002		$	799,002	$	—
Other revenue	58,706			—		58,706
								Total			Staffing Services		Other
Net revenue	857,708			799,002		58,706		$	383,066		$	360,821	$	22,245
Expenses
Direct cost of staffing services revenue	684,718			684,718		—		309,518			309,518		—
Cost of other revenue	48,199			—		48,199		19,605			—		19,605
Selling, administrative and other operating costs	118,605			109,500		9,105		50,598			47,673		2,925
Restructuring costs	1,336			1,234		102
Segment operating income	4,850			3,550		1,300
Segment operating income (loss)								3,345			3,630		(285		)
Corporate general and administrative	7,940							9,692
Restatement, investigations and remediation	3,261
Corporate restructuring and severance costs								975
Operating loss	$	(6,351	)					$	(7,322	)

NOTE ~~12:~~13: Subsequent Events

Bank of America Short-Term Credit Facility

~~The~~In February 2016, Maintech, Incorporated, an indirect wholly-owned subsidiary of the Company, ~~terminated its $45.0~~as Borrower, entered into a $10.0 million ~~Short-Term Credit Facility~~364-day revolving credit facility with Bank of America, N.A., as ~~Administrative Agent,~~Lender. The facility is secured by a parental guarantee of up to $3.0 million and a first lien on the domestic assets of the Borrower. Proceeds will be used for working capital and general corporate purposes. Pricing is one-month LIBOR plus 2.75% on drawn amounts and a fixed rate of 0.375% on undrawn amounts. Under the agreement, the Borrower is not subject to any financial covenants, but is subject to usual representations, warranties, and customary affirmative and negative covenants. The provisions of the agreement will not preclude structuring and other activities required in anticipation of the Maintech sale. As of March 4, 2016, the amount drawn under this facility was $2.0 million.

Sale-Leaseback of Orange, California Facility

In February 2016, Volt Orangeca Real Estate Corp., an indirect wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “PSA”) with Glassell Grand Avenue Partners, LLC (the “Buyer”), a limited liability company formed by Hines, a real estate investment and management firm, and funds managed by Oaktree Capital Management L.P., an investment management firm, for the sale of real property comprised of land and buildings with office space of approximately 191,000 square feet in Orange,

California (the “Property”) for a purchase price of $35.9 million. All costs related to the transaction will be paid by both parties in the manner consistent with customary practice for real property sales in Orange County, California. The PSA contains customary representations, warranties and covenants.

Contemporaneously with the execution of the PSA, the Company executed a Lease Agreement (the “Lease”) with the Buyer that will become effective ~~June 8, 2015.~~upon a closing of the sale of the Property, pursuant to which the Property will be leased back to the Company. The ~~Credit Facility had a~~Lease will have an initial term ~~expiring~~that will expire on March 31, ~~2016. There were no borrowings outstanding~~2031 (the “Initial Term”), and two successive renewal terms of five years each, exercisable at the Company’s option. The annual base rent will be $2.9 million for the first year of the Initial Term, and increase on each adjustment date by 3% of the then-current annual base rent. A security deposit of $2.2 million is required for the first year of the lease term which will be secured by a letter of credit under the ~~Credit Facility.~~

~~Letters of Intent to Sell Certain Business Assets~~Company's existing Financing Program with PNC and will subsequently be reduced if certain conditions are met. The Lease also contains other customary terms and provisions.

The sale of the Property closed on March 4, 2016 with terms consistent with the PSA and Lease. After the repayment of the mortgage on the Property along with transaction-related expenses and fees, the Company ~~signed a non-binding Letter~~received net cash proceeds of ~~Intent ("LOI") on June 4, 2015 to sell its telephone directory publishing and printing business in Uruguay. The Company expects to receive a nominal amount~~$27.1 million from the sale of the Property.

Sale of Building in San Diego, California

In March 2016, Volt Opportunity Road Realty Corp., an indirect wholly-owned subsidiary of the Company, closed on the sale of real property comprised of land and building with office space of approximately 19,000 square feet in San Diego, California with a private commercial real estate investor. There was no mortgage on the property and net ~~assets~~proceeds, after transaction-related expenses and fees, totaled $2.0 million.

Stock-Based Compensation Awards

In March 2016, the Compensation Committee authorized the issuance of ~~this business are included within impairment charges~~approximately 185,000 shares of restricted stock units and stock options under the 2006 Incentive Stock Plan. These shares, when granted, will vest over a three-year period commencing in ~~the Condensed Consolidated Statements of Operations during~~ the second quarter of ~~2015. The Company expects~~fiscal 2016. There was no impact to ~~finalize this sale in~~ the ~~second half~~earnings per share for the first quarter of ~~the year.~~fiscal 2016.

The Company signed a non-binding LOI on June 9, 2015 to sell certain working capital assets of its telecommunication infrastructure and security services business for nominal proceeds. The Company expects to finalize this sale in the second half of the year.

1314

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 November ~~2, 2014,~~1, 2015, as filed with the SEC on January ~~20, 2015~~13, 2016 (the ~~“2014~~“2015 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 ~~2014~~2015 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, as additional information for our consolidated income (loss) from continuing operations ~~as well as Staffing Services~~and segment operating income (loss). These measures are not in accordance with, or an alternative for, generally accepted accounting principles (“GAAP”) and may be different from Non-GAAP measures reported by other companies. We believe that the presentation of ~~these~~ Non-GAAP measures provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations because it permits evaluation of the results of our continuing operations without the effect of special items that management believes make it more difficult to understand and evaluate our results of operations.

~~Elimination of Proforma Unrecognized Revenue Measures -~~ We sometimes provide services despite a customer arrangement not yet being finalized, or continue to provide services under an expired arrangement while a renewal arrangement is being finalized. GAAP usually requires that services revenue be deferred until arrangements are finalized or in some cases until cash is received. We sometimes refer to “unrecognized revenue” to discuss income related to services that have been provided in a given period, but not yet recognized under GAAP. This Non-GAAP financial information is used by management and provided herein primarily to provide a more complete understanding of our business results and trends.

In previous reporting periods, we disclosed in a tabular format the impact of unrecognized revenue on our net revenue and operating income as we believed that the amounts were material to our revenue and operating results. In recent periods, the impact of unrecognized revenue decreased as we concentrated on executing customer arrangements in a timely manner and, therefore, we are eliminating these tables.

The impact of unrecognized revenue in the second quarter of fiscal 2015 and 2014 was a decrease of revenue and operating income of $2.0 million and $1.8 million, respectively. The impact of unrecognized revenue and operating income in the first six months of 2015 and 2014 was an increase of revenue and operating income of $0.3 million and a decrease to revenue and operating income of $0.8 million, respectively. If we believe that reporting the impact of unrecognized revenue has a meaningful impact on revenue and operating results in any particular period, we may include the impact of such amounts within our narrative.

Overview

We are ~~an international~~a global provider of staffing services (traditional time and materials-based as well as project-based), and information technology infrastructure ~~services, telecommunication infrastructure and security services, and telephone directory publishing and printing in Uruguay.~~services. Our staffing services consist of workforce solutions that include providing contingent workers, personnel recruitment services, and managed staffing services programs supporting primarily light industrial, professional administration, technical, information technology and engineering positions. Our project-based staffing assists with individual customer assignments as well as customer care call centers and gaming industry quality assurance testing ~~services, and our~~services. Our managed service programs consist of managing the procurement and on-boarding of contingent workers from multiple providers. Our information technology infrastructure services ("Maintech") provide server, storage, network and desktop IT hardware maintenance, data center and network monitoring and operations. We are in the process of selling Maintech. If a transaction proceeds, we would expect to complete the transaction by the end of the second quarter or sometime in the third quarter of fiscal 2016.

As of ~~May 3, 2015,~~January 31, 2016, we employed approximately ~~27,800~~25,500 people, including ~~24,700~~23,100 contingent workers. Contingent workers are on our payroll for the length of their assignment. We operate from ~~150~~110 locations worldwide with approximately ~~90%~~85% of our revenues generated in the United States. Our principal international markets include Canada, ~~and the United Kingdom and we have a presence in continental~~ Europe and ~~Asia.~~several Asia Pacific locations. The industry is highly fragmented and very competitive in all of the markets we serve.

~~We continued~~Recent Developments

Bank of America Short-Term Credit Facility

In February 2016, Maintech, Incorporated, an indirect wholly-owned subsidiary of Volt, as Borrower, entered into a $10.0 million 364-day revolving credit facility with Bank of America, N.A., as Lender. The facility is secured by a parental guarantee of up to ~~make progress towards our primary goal~~$3.0 million and a first lien on the domestic assets of ~~making~~the Borrower. Proceeds will be used for working capital and general corporate purposes. Pricing is one-month LIBOR plus 2.75% on drawn amounts and a fixed rate of 0.375% on undrawn amounts. Under the agreement, the Borrower is not subject to any financial covenants, but is subject to usual representations, warranties, and customary affirmative and negative covenants. The provisions of the agreement will not preclude structuring and other activities required in anticipation of the Maintech sale. As of March 4, 2016, the amount drawn under this facility was $2.0 million.

Sale-Leaseback of Orange, California Facility

In February 2016, Volt Orangeca Real Estate Corp., an indirect wholly-owned subsidiary of Volt, entered into a ~~more highly focused~~Purchase and ~~profitable business~~Sale Agreement (the “PSA”) for the sale of real property comprised of land and buildings with office space of approximately 191,000 square feet in Orange, California (the “Property”) for a purchase price of $35.9 million.

Contemporaneously with the execution of the PSA, the Company executed a Lease Agreement (the “Lease”) with the buyer of the Property that will become effective upon a closing of the sale of the Property, pursuant to which ~~is committed~~the Property will be leased back to ~~margin improvement. This resulted in~~the Company. The Lease will have an initial term that will expire on March 31, 2031 (the “Initial Term”), and two successive renewal terms of five years each, exercisable at the Company’s option. The annual base rent will be $2.9 million for the first year ~~over year revenue contraction, as we exited from unprofitable customer relationships. We believe our focus on improved profitability and ongoing improvements in~~of the delivery of our staffing services will ultimately drive higher revenues at improved margins. We remain focused on strengthening our traditional time and material staffing services, reducing exposure to customers where profitability or business terms are unfavorable, disposing non-core assets not alignedInitial

1415

with our overall portfolio, investing in areas of growth and evaluating opportunities to reduce costs and drive process efficiencies. We remain committed to delivering superior client service at a reasonable cost. Through our strategy of improving efficiency in all aspects of our operations, we believe we can realize organic growth opportunities and reduce costsTerm, and increase ~~profitability.~~on each adjustment date by 3% of the then-current annual base rent. A security deposit of $2.2 million is required for the first year of the lease term which will be secured by a letter of credit under our existing Financing Program with PNC and will subsequently be reduced if certain conditions are met. The Lease also contains other customary terms and provisions.

The loss in the second quarter of fiscal 2015 from continuing operations of $6.9 million was driven primarily by a number of special items, including impairment charges and foreign exchange losses. During the second quarter of 2015, in conjunctiontransaction closed on March 4, 2016 with terms consistent with the ~~initiative to exit certain non-core operations, we performed an assessment~~PSA and Lease agreements. After the repayment of the ~~telephone directory publishing~~mortgage on the Property along with transaction-related expenses and ~~printing business in Uruguay. It was determined that~~fees, we received net cash proceeds of $27.1 million from the ~~fair value less costs to sell the operations was significantly lower than the carrying value~~sale of the Property.

Sale of Building in San Diego, California

In March 2016, Volt Opportunity Road Realty Corp., an indirect wholly-owned subsidiary of Volt, closed on the sale of real property comprised of land and building with office space of approximately 19,000 square feet in San Diego, California with a private commercial real estate investor. There was no mortgage on the property and net ~~assets. Consequently, the net assets~~proceeds, after transaction-related expenses and fees, totaled $2.0 million.

Results of the business of $4.4 million were fully impaired during the second quarter of 2015. We also performed our annual impairment test for goodwill during the second quarter of 2015. Consequently, as a result of the impairment test, the entire goodwill balance of $1.0 million was considered impaired during the second quarter of 2015. We operate several businesses in a wide range of countries, and our foreign exchange exposure is in part related to these businesses. For each of the assets and liabilities we hold in foreign currencies, we are required to record the change in market value of these assets and liabilities within our statements of operations. During the second quarter, the non-cash foreign exchange translation loss on our intercompany balances amounted to $1.6 million. In addition to the impairment charges and foreign exchange translation loss, there were other items of $1.9 million that added to the loss reported in the second quarter of 2015. These include the settlement of our lawsuit with Oracle and related legal fees incurred of $0.6 million, fees incurred related to activist shareholders and related Board of Directors fees of $0.5 million and audit fees and restructuring related fees of $0.8 million. Excluding the impact of the aforementioned special items of $8.9 million, income from continuing operations for the second quarter of 2015 would have been $2.0 million on a Non-GAAP basis. The income from continuing operations in the second quarter of fiscal 2014 of $1.4 million included restructuring charges of $1.0 million, foreign exchange translation loss of $0.6 million and restatement, investigations and remediation costs of $0.6 million. Excluding the impact of the aforementioned special items of $2.2 million, income from continuing operations for the second quarter of 2014 would have been $3.6 million on a Non-GAAP basis.Continuing Operations

The following discussion and analysis of operating results is presented at the reporting segment level. Since this discussion would be substantially the same at the consolidated level, we have therefore not included a redundant ~~discussion from a consolidated view.~~

~~RESULTS OF CONTINUING OPERATIONS~~

~~Consolidated Results by Segment~~

Three Months Ended May 3, 2015 Three Months Ended May 4, 2014
(in thousands) Total Staffing Services Other Total Staffing Services Other
Net revenue

Staffing services revenue $ 362,277
$ 362,277
$ —
$ 406,733
$ 406,733
$ —
Other revenue 22,912
—
22,912
29,347
—
29,347
Net revenue 385,189
362,277
22,912
436,080
406,733
29,347

Expenses
Direct cost of staffing services revenue 305,116
305,116
—
344,922
344,922
—
Cost of other revenue 19,909
—
19,909
24,066
—
24,066
Selling, administrative and other operating costs 54,325
50,034
4,291
58,238
53,778
4,460
Restructuring costs 251
275
(24 ) 679
577
102
Impairment charges 5,374
977
4,397
—
—
—
Segment operating income (loss) 214

5,875

(5,661 )
8,175

7,456

719
Corporate general and administrative 4,308
2,708

Restatement, investigations and remediation —
593

Operating income (loss) (4,094 )

4,874

Other income (expense), net (2,287 ) (1,216 )
Income tax provision 532
2,277

Income (loss) from continuing operations $ (6,913 )

$ 1,381

~~Results of Operations (Q2 2015 vs. Q2 2014)~~

~~Staffing Services Segment~~

~~Net revenue~~: The segment’s net revenue in the second quarter of fiscal 2015 decreased $44.4 million, or 10.9%, to $362.3 million from $406.7 million in fiscal 2014. The revenue decline is primarily driven by lower demand for both our technical and non-technical administrative and light industrial ("A&I") skill-sets. Declines were most prevalent in the Oil & Gas, Utilities and Manufacturing industries as they continued to experience a slowdown in demand. Our fiscal 2014 top 20 customers on a comparable basis with the current year accounted for approximately 80% of the overall decline in revenue. Furthermore, revenue decreased due to our continued focus on reducing business levels with customers where profitability or contract terms are unfavorable.

~~Direct cost of staffing services revenue~~: Direct cost of staffing services revenue in the second quarter of 2015 decreased $39.8 million, or 11.5%, to $305.1 million from $344.9 million in 2014. This decrease was primarily the result of fewer contingent staff on assignment consistent with the decrease in revenues. Direct margin of staffing services revenue as a percent of staffing revenue was 15.8% from 15.2% in 2014. The direct margin increased by 0.4% primarily due to improvements in our project-based and managed service programs and 0.2% due to the impact of unrecognized revenue in the second quarter of 2015 from 2014.

~~Selling, administrative and other operating costs~~: The segment’s selling, administrative and other operating costs in the second quarter of 2015 decreased $3.8 million, or 7.0%, to $50.0 million from $53.8 million in 2014, primarily due to lower recruiting and delivery costs, as well as lower information technology support costs. As a percent of staffing revenue, these costs were 13.8% in the second quarter of 2015 from 13.2% in the second quarter of 2014.

~~Impairment charges: The $1.0 million impairment charge is a result of our annual impairment test for goodwill during the second quarter of 2015 and related to our staffing reporting unit in Uruguay.~~

~~Segment operating income~~: The segment’s operating income in the second quarter of 2015 decreased $1.6 million to $5.9 million from $7.5 million in 2014. The decrease is primarily due to the impairment of goodwill and the decline in revenue offset by an increase in the direct margin percentage. Segment operating income of $5.9 million included $1.2 million of special items related to an impairment charge of $1.0 million and restructuring costs of $0.2 million. Excluding the impact of these special items, segment operating income would have been $7.1 million on a Non-GAAP basis. Operating income in 2014 of $7.5 million included $0.6discussion.

~~million of special items related to restructuring costs. Excluding the impact of this special item, segment operating income would have been $8.1 million on a Non-GAAP basis.~~

~~Other Segment~~

~~Net revenue~~: The segment’s net revenue in the second quarter of fiscal 2015 decreased $6.4 million, or 21.9%, to $22.9 million from $29.3 million in fiscal 2014. This decline is primarily due to information technology infrastructure services revenue primarily from a large project that occurred in the second quarter of 2014 and non-recognition of revenue related to a customer experiencing financial difficulty, as well as lower telecommunications infrastructure and security services revenue as we exited the telecommunications government solution business during the second quarter of 2014.

~~Cost of other revenue~~: The segment’s cost of other revenue in the second quarter of 2015 decreased $4.2 million, or 17.3%, to $19.9 million from $24.1 million in 2014. This decrease was primarily a result of lower costs in our information technology infrastructure services primarily from reduced headcount and other cost reductions related to the decrease in revenue, as well as in our telecommunications infrastructure and security services resulting from our exit of the telecommunications government solution business.

~~Selling, administrative and other operating costs~~: The segment’s selling, administrative and other operating costs decreased $0.2 million to $4.3 million in the second quarter of 2015 from $4.5 million in 2014, primarily from reductions in our telecommunications infrastructure and security services resulting from our exit of the telecommunications government solution business, partially offset by a legal settlement and related professional fees of $0.6 million within our information technology infrastructure services business.

~~Impairment charges:~~ In conjunction with the initiative to exit certain non-core operations, we performed an assessment of the telephone directory publishing and printing business in Uruguay. Consequently, the net assets of the business of $4.4 million were fully impaired during the second quarter of 2015.

~~Segment operating income (loss)~~: The segment’s operating results in the second quarter of 2015 decreased $6.4 million to a loss of $5.7 million from operating income of $0.7 million in 2014 primarily due to the impairment of our telephone directory publishing and printing business, as well as lower margins and a legal settlement and related professional fees within our information technology infrastructure services business. These decreases were partially offset by lower selling, administrative and other operating costs in our telecommunications infrastructure and security services.

~~Corporate and Other Expenses~~

~~Corporate general and administrative costs:~~ Corporate general and administrative costs increased $1.6 million, or 59.1%, to $4.3 million from $2.7 million in 2014 primarily from costs incurred in connection with responding to activist shareholders and related Board of Directors' fees of $0.5 million, as well as increased audit fees of $0.6 million.

~~Operating income (loss)~~: Operating results in the second quarter of 2015 decreased to an operating loss of $4.1 million from operating income of $4.9 million in 2014. This decrease was primarily from the impairment of our telephone directory publishing and printing business net assets and operating results in our Other segment, an increase in our Corporate general and administrative costs in connection with responding to activist shareholders and related Board of Directors fees and increased audit fees, as well as decreased operating results in our Staffing Services segment, primarily related to the impairment of goodwill.

~~Other income (expense), net: Other expense in the second quarter of 2015 increased $1.1 million to $2.3 million from $1.2 million in 2014, primarily related to non-cash foreign exchange net losses on intercompany balances.~~

~~Income tax provision~~: Income tax provision was $0.5 million compared to $2.3 million in the second quarter of 2015 and 2014, respectively. The provision in both periods primarily related to locations outside of the United States.

Consolidated Results by Segment


	Six Months Ended May 3, 2015								Six Months Ended May 4, 2014							Three Months Ended January 31, 2016								Three Months Ended February 1, 2015
(in thousands)	Total			Staffing Services		Other			Total			Staffing Services		Other		Total			Staffing Services		Other			Total			Staffing Services		Other
Net revenue
Staffing services revenue	$	723,098		$	723,098	$	—		$	799,002		$	799,002	$	—
Other revenue	45,157			—		45,157			58,706			—		58,706
Net revenue	768,255			723,098		45,157			857,708			799,002		58,706		$	326,830		$	308,681	$	18,149		$	383,066		$	360,821	$	22,245

Expenses
Direct cost of staffing services revenue	615,935			615,935		—			684,718			684,718		—		264,172			264,172		—			309,518			309,518		—
Cost of other revenue	39,514			—		39,514			48,199			—		48,199		16,788			—		16,788			19,605			—		19,605
Selling, administrative and other operating costs	108,266			100,614		7,652			118,605			109,500		9,105		42,729			41,290		1,439			50,598			47,673		2,925
Restructuring costs	251			275		(24		)	1,336			1,234		102
Impairment charges	5,374			977		4,397			—			—		—
Restructuring and severance costs																1,778			1,485		293			—			—		—
Segment operating income (loss)	(1,085		)	5,297		(6,382		)	4,850			3,550		1,300		1,363			1,734		(371		)	3,345			3,630		(285		)
Corporate general and administrative	10,331								7,940							10,196								9,692
Restatement, investigations and remediation	—								3,261
Corporate restructuring and severance costs																983								975
Operating loss	(11,416		)						(6,351		)					(9,816		)						(7,322		)
Other income (expense), net	(2,386		)						(1,626		)					(593		)						(99		)
Income tax provision	1,911								3,324							553								1,379
Loss from continuing operations	$	(15,713	)						$	(11,301	)
Net loss from continuing operations																$	(10,962	)						$	(8,800	)

Results of Operations ~~(Q2 2015 YTD~~by Segment (Q1 2016 vs. ~~Q2 2014 YTD)~~Q1 2015)

Staffing Services ~~Segment~~

Net revenue: The segment’s net revenue in the first ~~six months~~quarter of fiscal ~~2015~~2016 decreased ~~$75.9~~$52.1 million, or ~~9.5%~~14.5%, to ~~$723.1~~$308.7 million from ~~$799.0~~$360.8 million in fiscal ~~2014.~~2015. The revenue decline is primarily driven by lower demand ~~for~~from our customers in both our technical and non-technical administrative and light industrial ("A&I") ~~skill-sets. The number of hours worked by contingent workers decreased approximately 7.2%~~skill sets as well as a change in ~~2015~~the overall mix from ~~2014 and along~~technical to A&I skill sets. Declines were most prevalent with our customers in the ~~decline in hours, the average bill rate also decreased 3.5%. This occurred primarily within the Oil & Gas,~~Manufacturing, Utilities and ~~Manufacturing industries. Our fiscal 2014 top 20 customers on~~Oil and Gas industries as they continued to experience a ~~comparable basis with the current year accounted for approximately 80% of the overall decline~~slowdown in ~~revenue. Furthermore, revenue decreased partially due to our continued focus on reducing business levels with customers where profitability or contract terms are unfavorable.~~demand.

Direct cost of staffing services revenue: Direct cost of staffing services revenue in the first ~~six months~~quarter of ~~2015~~2016 decreased ~~$68.8~~$45.3 million, or ~~10.0%~~14.7%, to ~~$615.9~~$264.2 million from ~~$684.7~~$309.5 million in ~~2014.~~fiscal 2015. This decrease was primarily the result of fewer contingent staff on assignment, consistent with the related decrease in revenues. Direct margin of staffing services revenue as a percent of staffing services revenue in ~~2015~~2016 was ~~14.8%~~14.4% up from ~~14.3%~~14.2% in ~~2014.~~2015. The improvement in our direct margin ~~increased by 0.7%~~was primarily ~~due to improvements in~~from our traditional staffing and project-based ~~and managed service programs, partially offset by 0.2% decline due to the impact of unrecognized revenue in the first six months of 2015 from 2014.~~staffing services.

Selling, administrative and other operating costs: The segment’s selling, administrative and other operating costs in the first ~~six months~~quarter of ~~2015~~2016 decreased ~~$8.9~~$6.4 million, or ~~8.1%~~13.4%, to ~~$100.6~~$41.3 million from ~~$109.5~~$47.7 million in ~~2014,~~fiscal 2015. This decrease was primarily due to lower headcount and incentives in traditional staffing recruiting and delivery functions, lower headcount and facility costs ~~and~~in our European locations resulting from our overall cost reduction plan as well as the ~~elimination~~impact of ~~vendor management system development~~the sale of our Uruguayan staffing business during the first quarter of 2016. As a percent of staffing revenue these costs ~~related to our divestiture of ProcureStaff~~were 13.4% in the first quarter of ~~2014. As a percent~~2016 and 13.2% in the first quarter of ~~staffing services revenue, these costs were 13.9% and 13.7% for 2015 and 2014, respectively.~~2015.

~~Impairment charges~~Restructuring and severance costs: The ~~$1.0~~segment’s restructuring and severance costs of $1.5 million, ~~impairment charge is a result~~primarily severance, were incurred as part of our ~~annual impairment test for goodwill during the second quarter of 2015 and related to our staffing reporting unit in Uruguay.~~overall cost reduction plan.

Segment operating income: The segment’s operating income in the first ~~six months~~quarter of ~~2015 increased $1.7~~2016 decreased $1.9 million to ~~$5.3~~$1.7 million from $3.6 million in ~~2014.~~2015. The ~~increase~~decrease in operating ~~income~~results is primarily due to ~~the divestiture of the ProcureStaff business~~a decline in ~~the first quarter of 2014, a decrease in selling, administrative and other operating costs, partially offset by the impairment of goodwill,~~revenue as well as ~~the decline in revenue~~restructuring and severance charges. These decreases to operating income were partially offset by an increase in the direct margin ~~percentage.~~percentage as well as a $6.4 million decrease in selling, administrative and other operating costs. Operating income in ~~2015~~2016 of ~~$5.3~~$1.7 million included ~~$1.2~~$1.5 million of special items related to ~~an impairment charge of $1.0 million~~restructuring and ~~restructuring costs of $0.2 million. Excluding the impact of these special items, segment operating income would have been $6.5 million on a Non-GAAP basis. Operating income in the first~~

~~six months of 2014 of $3.6 million included $1.2 million of special items related to restructuring~~severance costs. Excluding the impact of this special item, segment operating income would have been ~~$4.8~~$3.2 million on a Non-GAAP basis.

Other ~~Segment~~

Net revenue: The segment’s net revenue in the first ~~six months~~quarter of fiscal ~~2015~~2016 decreased ~~$13.5~~$4.1 million, or ~~23.1%~~18.4%, to ~~$45.2~~$18.1 million from ~~$58.7~~$22.2 million in fiscal ~~2014.~~2015. This ~~decline~~decrease is primarily due to ~~information technology infrastructure services revenue primarily from a large project in~~ the ~~first six months~~sale of ~~2014 and non-recognition~~substantially all of ~~revenue related to a customer experiencing financial difficulty, as well as lower~~the assets of the telecommunications infrastructure and security services ~~revenue as we exited~~business ("VTG") in the ~~telecommunications government solution~~fourth quarter of 2015 and the sale of our telephone directory publishing and printing business ~~during~~("printing") in the ~~first six months~~third quarter of ~~2014.~~2015. The remaining decrease was attributable to our information technology infrastructure services business primarily from lower volume from one of our aeronautical defense contractor customers resulting from decreased federal funding.

Cost of other revenue: The segment’s cost of other revenue in the first ~~six months~~quarter of ~~2015~~2016 decreased ~~$8.7~~$2.8 million, or ~~18.0%~~14.4%, to ~~$39.5~~$16.8 million from ~~$48.2~~$19.6 million in ~~2014.~~fiscal 2015. The decrease ~~was~~is primarily ~~a result of lower costs in our information technology infrastructure services primarily from reduced headcount and other cost reductions related~~due to the ~~decline in revenue,~~sale of our VTG and printing businesses as ~~well as in our telecommunications infrastructure and security services resulting from our exit of the telecommunications government solution business.~~discussed above.

Selling, administrative and other operating costs: The segment’s selling, administrative and other operating costs ~~decreased $1.4 million to $7.7 million~~ in the first ~~six months~~quarter of ~~2015~~2016 decreased $1.5 million, 50.8%, to $1.4 million from ~~$9.1~~$2.9 million in ~~2014,~~fiscal 2015, primarily due to the sales of our VTG and printing businesses as discussed above.

Segment operating loss: The segment’s operating loss in the first quarter of 2016 increased $0.1 million to $0.4 million from ~~reductions~~$0.3 million in our telecommunications infrastructure and security services resulting from our exit of the telecommunications government solution business, partially offset by a legal settlement and related professional fees of $0.6 million within2015. The increase in operating loss was primarily due to decreased results in our information technology infrastructure services ~~business.~~

~~Impairment charges:~~ ~~In conjunction with the initiative to potentially exit certain non-core operations, we performed an assessment~~business primarily from lower volume from one of ~~the telephone directory publishing and printing business in Uruguay. Consequently, the net assets of the business of $4.4 million were fully impaired during the second quarter of 2015.~~

~~Segment operating income (loss): The segment’s operating results in the first six months of 2015~~our aeronautical defense contractor customers resulting from decreased $7.7 million to an operating loss of $6.4 million from operating income of $1.3 million in 2014 primarily due to the impairment of the telephone directory publishing and printing net assets, as well as lower margins and a legal settlement and related professional fees within our information technology infrastructure services business. These decreases werefederal funding, partially offset by ~~lower selling, administrative~~the sale of our VTG and ~~other operating costs in our telecommunications infrastructure and security services.~~printing businesses.

Corporate and Other Expenses

Corporate general and ~~administrative costs:~~administrative: Corporate general and administrative costs in the first quarter of fiscal 2016 increased ~~$2.4~~$0.5 million, or ~~30.1%~~5.2%, to ~~$10.3~~$10.2 million from ~~$7.9~~$9.7 million in ~~2014~~fiscal 2015 primarily from executive search and consulting fees on corporate-wide initiatives linked to our turn-around strategies.

Corporate restructuring and severance costs: Corporate restructuring and severance costs in the first quarter of fiscal 2016 included $1.0 million of severance costs incurred ~~in connection with responding to activist shareholders~~as part of our overall cost reduction plan. Corporate restructuring and ~~related Board of Directors fees, increased audit and related professional fees, as well as~~ severance costs ~~for~~in fiscal 2015 of $1.0 million included severance costs associated with the departure ~~in 2015, partially offset by a special bonus in 2014, related to~~of our former Chief Financial Officer.

~~Restatement, investigations and remediation:~~ Restatement, investigations and remediation costs incurred in the first six months of 2014 were a result of financial and legal consulting for the completion of the financial audits for fiscal years 2011 through 2013.

Operating loss: Operating loss in the first ~~six months~~quarter of ~~2015~~2016 increased $2.5 million to ~~$11.4~~$9.8 million from ~~$6.4~~$7.3 million in ~~2014. The~~2015. This increase was primarily from the impairment of net assets of our telephone directory publishing and printing business and operating results of our Other segment, an increase in our Corporate general and administrative costs in connection with responding to activist shareholders and related Board of Directors fees, increased ~~audit fees and related professional fees~~restructuring and severance costs ~~partially offset by an increase in~~within our Staffing Services ~~segment operating income despite the decrease in revenue and impairment of goodwill, as well as the absence of restatement, investigations and remediation costs in 2015.~~segment.

Other income (expense), net: Other expense in the first ~~six months~~quarter of ~~2015~~2016 increased ~~$0.8~~$0.5 million to ~~$2.4~~$0.6 million from ~~$1.6~~$0.1 million in ~~2014,~~2015, primarily related to ~~non-cash foreign exchange net losses on intercompany balances.~~the amortization of deferred financing fees.

Income tax provision: Income tax provision in the first quarter of 2016 and 2015 was ~~$1.9~~$0.6 million compared to ~~$3.3~~$1.4 million, ~~in the first six months of 2015 and 2014,~~ respectively. The provision in both periods primarily related to locations outside of the United States.

1918

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flows from operations and proceeds from our ~~Short-Term~~ Financing Program. ~~Historically, our~~Borrowing capacity under this program 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 fiscal first quarter billings ~~are~~ typically the lowest due to the ~~Thanksgiving, Christmas and New Year holidays~~holiday season and generally ~~increase~~increasing in the fiscal third and fourth quarters when our customers increase the use of contingent labor. ~~As a result,~~Generally, the first and fourth quarters of our fiscal year are the strongest for operating cash flows. ~~Generally,~~On February 17, 2016, Maintech entered into a $10.0 million short-term credit facility with Bank of America, N.A. which will supplement our ~~business is break even during the first six months of any given fiscal year with substantially all of our profits generated in the second half of the fiscal year.~~ existing Financing Program and provide additional liquidity for working capital and general corporate purposes.

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,~~employees; federal, state, foreign and local ~~taxes~~taxes; and trade payables. We generally provide customers with 30 to- 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, ~~related~~ taxes and other working capital requirements using cash supplemented as ~~required~~needed from short-term borrowings. Our weekly payroll payments inclusive of employment related taxes and payments to vendors approximates $20.0 million. We generally target minimum global liquidity to be 1.5 to 2.0 times our ~~Short-Term Financing Program which provides~~average weekly requirements. We also maintain minimum effective cash balances in foreign operations and use a multi-currency netting and overdraft facility for ~~a maximum~~our European entities to further minimize overseas cash requirements.

Overall liquidity continues to improve. As of ~~$200.0 million of borrowing,~~January 31, 2016 our cash in banks in combination with available borrowing ~~based on certain eligible receivables from~~capacity under our ~~Staffing Services segment. Our liquidity agreement within our Short-Term~~ Financing Program ~~("Liquidity Agreement") is subject~~increased to periodic renewals by our lenders. Our most recent Liquidity Agreement has a termination date of December 18, 2015. As of May 3, 2015, the total available borrowing based upon eligible receivables was $137.9$44.7 million ~~with $130.0 million outstanding. We also had cash and cash equivalents of $7.2~~from $30.7 million as of ~~May 3,~~February 1, 2015. We believe that our available cash and availability under our current Financing Program are sufficient to cover our cash needs for the foreseeable future.

Capital Allocation

In addition to our planned improvements in technology and overall processes which are anticipated to increase cash flows from operations over time, we have prioritized our capital allocation strategy to strengthen our balance sheet and increase our competitiveness in the marketplace. The timing of these initiatives is highly dependent upon attaining the profitability objectives outlined in our plan and the cash flow resulting from the completion of our liquidity initiatives. 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 are executing a company-wide initiative to reinvest 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 will enhance our ability to win in the marketplace;

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

Returning value to shareholders. Part of our capital allocation strategy in fiscal 2016 is to return value to our shareholders in connection with share buybacks through our existing share buyback program; and

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

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. We continue to actively manage our portfolio of business units and have exited both non-core businesses that were incurring losses and core businesses that were marginally profitable. We completed a number of significant divestitures in fiscal 2015 and ~~when combined~~the first quarter of 2016, including the sale of our printing and publishing, and staffing businesses in Uruguay, and the sale of substantially all the assets of our telecommunications, infrastructure and security services business. The above transactions netted nominal proceeds, however, we expect these transactions will be accretive to future operating cash flows.

We sold our Orange, California property in March 2016 for a purchase price of $35.9 million. After the repayment of the mortgage on the property along with transaction-related expenses and fees, we received net cash proceeds of $27.1 million from the sale of the property. Simultaneously we entered into a lease on the property that will expire in March 2031 with an annual base rent of $2.9 million for the first year with a 3% annual increase on the then-current base rent. The net proceeds from the sale will be used to ensure adequate levels of liquidity for working capital purposes, as well as to fund investments in technology and sales and marketing activities in support of our ~~borrowing capacity,~~growth objectives. We are also in the process of selling Maintech. If a transaction proceeds, we ~~had available liquidity of $15.1 million at~~would expect to complete the transaction by the end of the ~~current quarter. As~~second quarter or sometime in the third quarter of ~~June 5, 2015,~~fiscal 2016.

In March 2016, Volt Opportunity Road Realty Corp., an indirect wholly-owned subsidiary of Volt, closed on the ~~available liquidity increased to $27.9~~sale of real property comprised of land and building with office space of approximately 19,000 square feet in San Diego, California with a private commercial real estate investor. There was no mortgage on the property and net proceeds, after transaction-related expenses and fees, totaled $2.0 million.

We have ~~had~~significant tax benefits including recoverable tax receivables of $16.0 million which, although dependent on the IRS, we expect to collect within the next four to six months. We also have federal net operating loss carryforwards, which are fully reserved with a ~~history~~valuation allowance, of ~~losses from continuing operations primarily caused by professional fees~~$133.6 million, capital loss carryforwards of $82.3 million and ~~other incremental~~federal tax credits of $41.3 million which we will be able to utilize against future profits.

We remain committed to delivering superior client service at a reasonable cost. In an effort to reduce our future operating costs, we are making a significant investment to update our business processes, back office financial suite and information technology tools that are critical to our success and offer more functionality at a lower cost. Our estimate of $10.0 million to $12.0 million in expensed and capitalized costs remains on target. We expect that these activities will reduce costs of service through either the consolidation and/or elimination of certain systems and processes along with other reductions in discretionary spending. Through our ~~restatement, investigations~~strategy of improving efficiency in all aspects of our operations, we believe we can realize organic growth opportunities, reduce costs and remediation, as well as losses from discontinued operations and other disposal and shutdown activities. These uses of cash flows were funded by operating cash flows and borrowings under our Short-Term Financing Program. Throughincrease profitability.

In the ~~second~~first quarter of ~~2015, the cumulative cash costs and expenses attributed to the restatement, investigations and remediation and related amendments~~fiscal 2016, we implemented a cost reduction plan as part of our ~~prior years’ tax returns were approximately $150.0 million. These costs were funded~~overall initiative to become more efficient, competitive and profitable. We incurred restructuring charges of $2.8 million primarily ~~by borrowings under~~resulting from a reduction in workforce, facility consolidation and lease termination costs. Cost savings will be used consistent with our ~~Short-Term Financing Program for which the outstanding balance as of May 3, 2015 is $130.0 million. Accordingly, we are highly leveraged, and liquidity is being managed very tightly.~~ongoing strategic efforts to strengthen our operations.

The following table sets forth our cash and liquidity available levels at the end of our last ~~six~~five quarters and our most recent week ~~ended:~~ended (in thousands):


Global Liquidity
(in thousands)	February 2, 2014		May 4, 2014		August 3, 2014		November 2, 2014		February 1, 2015		May 3, 2015		June 5, 2015
															February 1, 2015		May 3, 2015		August 2, 2015		November 1, 2015		January 31, 2016		March 4, 2016

Cash and cash equivalents(a)	$	13,352	$	16,552	$	10,449	$	9,105	$	14,796	$	7,197	$	20,000	$	13,778	$	6,070	$	12,332	$	10,188	$	16,515
Borrowing availability	20,400		18,200		20,700		27,400		15,300		7,900		7,900

Cash in banks (b)															$	15,367	$	9,015	$	18,134	$	13,652	$	21,140	$	38,932
Financing Program - PNC															15,300		7,900		8,900		35,700		23,584		21,434
Available liquidity	$	33,752	$	34,752	$	31,149	$	36,505	$	30,096	$	15,097	$	27,900	$	30,667	$	16,915	$	27,034	$	49,352	$	44,724	$	60,366

(a) Per financial statements.

~~In an effort to increase liquidity, management has determined it would suspend common stock repurchases. Since~~(b) Cash in banks as of March 4, 2016 includes the ~~program’s initiation, we had repurchased $4.3 million of common stock. We believe we need to improve~~net proceeds from our ~~liquidity to a level where there is adequate cash reserves and funds available to reinvest in the growth of our business.~~

We also terminated our $45.0 million Short-Term Credit Facility. This facility was no longer being used as a currency hedge which was the original purpose of this facility, incurred fees and was generally unavailable for working capital purposes due to 105% collateralization requirements. This action will save us fees associated with this facility and provide us more flexibility without the restrictive covenants. We are currently actively seeking replacement facilities that would be more responsive to our seasonal and cyclical working capital needs and capital investment requirements. As of May 3, 2015, there are no amounts outstanding under this facility. Management believes it has natural hedges in place against currency fluctuations at local country levels with any recognized currency losses limited at this time to reasonable amounts. We also use spot market pricing for the few cross border transfers of cash that occur.

We are in the process of finalizing a foreign exchange agreement with a lender which will allow us to initiate unsecured derivative transactions to hedge foreign exchange exposure in our foreign businesses. We expect the agreement to be finalized by the endsale of the ~~month. We are also in discussions with other financial institutions to sign similar agreements.~~Orange, California property.

Our Liquidity Agreement expires on December 18, 2015. We have been working on an extension of our existing securitization program, for which we are in discussions with a lender and have received a non-binding proposal to provide a one, two, or three year extension at our option.

In addition to the process of exiting non-core businesses that are incurring losses, we are also evaluating our ability to monetize several real estate assets. In addition, we expect to favorably resolve prior year tax filings with federal and state authorities. We have

significant tax benefits including outstanding tax receivables of $16.7 million, which we expect to collect within the next eight months. We also have United States federal net operating loss carryforwards of $127.4 million and tax credits of $35.4 million which we hope to utilize as we improve profitability.

In an effort to reduce our operating costs, we are evaluating the efficiency of our current business delivery model, supply chain and back office support functions in light of our existing and ongoing business requirements. Additionally, over the longer term we are undertaking initiatives to reduce complexity, simplify the organization and automate manually intensive processes. The implementation of additional technology tools will provide operating leverage and efficiencies. We expect that these activities will reduce costs of service through either the consolidation and or elimination of certain systems and processes along with other reductions in discretionary spending.

~~How we manage liquidity~~

We actively manage our cash flow and related liquidity on a daily basis. Sources of cash include collection of trade receivables which are generally set by contractually agreed terms while disbursements entail payments for various services used in the business at various times. Our days sales outstanding and days payable outstanding by business segment vary. These key metrics are considered in our operating cash flow forecasts. We review near-term cash forecasts with durations of six weeks and longer term projections of cash flows for six months.

~~Funding risks~~

All of our debt financing is short-term with maturities of one year or less. We have historically only used short-term debt, as it was a readily available and inexpensive source of funds. This minimized borrowing costs, however, it subjected us to market risk - primarily credit market risk and the ability to replicate such short-term arrangements in the future. At this time, in consultation with our Board of Directors, we are reconsidering this strategy in light of our current and future funding needs. We intend to address market risk and our longer-term desired capital structure. Accordingly, we have identified a number of initiatives to address the capital structure, funding requirements and debt leverage.

Cash flows from operating, investing and financing activities, as reflected in our Condensed Consolidated Statements of Cash Flows, are summarized in the following ~~table:~~table (in thousands):

Six Months Ended
(in thousands) May 3, 2015 May 4, 2014
Net cash provided by (used in) operating activities $ (504 ) $ 29,523
Net cash provided by (used in) investing activities (2,754 ) 1,475
Net cash provided by (used in) financing activities 7,576
(17,033 )
Effect of exchange rate changes on cash and cash equivalents (1,959 ) 204
Net cash used in discontinued operations (4,056 ) (8,732 )
Net increase (decrease) in cash and cash equivalents $ (1,697 ) $ 5,437



	Three Months Ended
	January 31, 2016			February 1, 2015
Net cash provided by operating activities	$	12,603		$	19,635
Net cash used in investing activities	(3,180		)	(772		)
Net cash used in financing activities	(783		)	(4,762		)
Effect of exchange rate changes on cash and cash equivalents	(2,313		)	402
Net cash used in discontinued operations	—			(7,237		)
Net increase in cash and cash equivalents	$	6,327		$	7,266

Cash Flows - Operating Activities

The net cash ~~used in~~provided by operating activities in the first ~~six~~three months ended ~~May 3, 2015~~January 31, 2016 was ~~$0.5~~$12.6 million, a decrease of ~~$30.0~~$7.0 million from net cash provided by operating activities of ~~$29.5~~$19.6 million in ~~2014.~~2015.

The net cash used in operating activities in the first ~~six~~three months ended ~~May 3,~~January 31, 2016, exclusive of changes in operating assets and liabilities, was $9.8 million; the loss from continuing operations of $11.0 million included non-cash charges for depreciation and amortization of $1.5 million offset by unrealized foreign currency exchange gain of $0.4 million. The cash used in operating activities in the first three months ended February 1, 2015, exclusive of changes in operating assets and liabilities, was ~~$6.3~~$7.5 million; the loss from continuing operations of $15.7 million included non-cash impairment charges of $5.4 million and charges for depreciation and amortization of $3.4 million. The cash used in operating activities in the first six months ended May 4, 2014, exclusive of changes in operating assets and liabilities, was $3.6 million; the loss from continuing operations of $11.3$8.8 million included non-cash charges for depreciation and amortization of ~~$5.3~~$1.8 million, ~~deferred income tax provision of $1.4 million and~~partially offset by unrealized foreign currency exchange ~~loss~~gain of $0.9 million. Cash provided by changes in operating assets and liabilities in the ~~first six~~three months ended ~~May 3, 2015~~January 31, 2016 was ~~$5.8~~$22.4 million, net, principally due to the decrease in the level of accounts receivable of ~~$21.1 million, restricted cash related to customer contracts of $4.1~~$28.5 million and ~~income taxes~~an increase accrued expenses and other liabilities of ~~$0.8~~$2.8 million, ~~partially~~ offset by decreases in the level of ~~accrued expenses and other liabilities of $11.7 million and~~ accounts payable of ~~$8.6~~$4.1 million and income tax liability of $1.8 million as well as an increase in restricted cash of $2.6 million. Cash provided by changes in operating assets and liabilities in the first ~~six~~three months ended ~~May 4, 2014~~February 1, 2015 was ~~$33.1~~$27.2 million, net, principally due to the decrease in the level of accounts receivable of ~~$40.0~~$31.3 million, ~~prepaid insurance and other assets~~restricted cash of ~~$6.7~~$4.3 million and ~~restricted cash related to customer contracts~~net activity in assets held for sale of ~~$2.4~~$3.8 million, partially offset by decreases in accounts payable of $7.7 million and accrued expenses and other liabilities of ~~$13.1 million and accounts payable of $3.3~~$4.9 million. The decrease in cash flows from accounts receivable in 2015 from 2014 was primarily driven by the timing of project-based staffing assignments and billings related to certain major customers’ product launches in the latter part of fiscal 2013 (increasing the opening accounts receivable balance in 2014). In addition, the early receipt of payments from a major

customer in the fourth quarter of fiscal 2014 reduced the opening accounts receivable balance in 2015. The overall level of accounts receivable and related cash flows has also decreased in 2015 from 2014 commensurate with the decrease in revenue.

Cash Flows - Investing Activities

The net cash used in investing activities in the first ~~six~~three months ended ~~May 3, 2015~~January 31, 2016 was ~~$2.8~~$3.2 million, principally from purchases of property, equipment and software of ~~$3.3~~$3.9 million, partially offset by $0.4 million of proceeds from the sale of a business unit and equipment and $0.3 million for the sale of investments, net of ~~purchases of $0.3 million.~~purchases. The net cash ~~provided by~~used in investing activities in the first ~~six~~three months ended ~~May 4, 2014~~February 1, 2015 was ~~$1.5~~$0.8 million, principally from ~~proceeds from the sale of software of $3.0 million, the sale of investments, net of purchases of $0.7 million, partially offset by~~ the purchase of property, equipment and software of ~~$2.2~~$1.2 million, partially offset by net sales of investments of $0.3 million.

Cash Flows - Financing Activities

The net cash ~~provided by~~used in financing activities in the first ~~six~~three months ended ~~May 3, 2015~~January 31, 2016 was ~~$7.6~~$0.8 million, ~~compared to $17.0~~principally from the payment of debt issuance costs of $0.4 million ~~used in~~and the first six months ended May 4, 2014. In 2015, cash restricted as collateral for borrowings decreased $10.4 million partially offset by $8.5 million repayments on the credit facility. In addition, borrowings under the Short-Term Financing Program increased $10.0repayment of long-term debt of $0.3 million. ~~These increases were offset by $4.3 million for the purchase of treasury shares. In 2014,~~The net cash used in financing activities in the first three months ended February 1, 2015 was $4.8 million, principally from the repayment of ~~$17.0~~our credit facility of $8.5 million ~~was~~and net repayments of borrowings under the ~~result~~financing program of ~~$19.6~~$5.0 million, ~~repayments primarily on the Short-Term Financing Program, partially~~ offset by the return of the cash restricted as collateral for borrowings of ~~$3.0~~$9.1 million.

~~Short-Term Financing Program~~

~~The Short-Term Financing Program provides for maximum borrowing~~Availability of $200.0 million under a credit agreement secured by receivables from the Staffing Services business that are sold to a wholly-owned, consolidated, bankruptcy-remote subsidiary and are available first to satisfy the lender. The benchmark interest rate for which interest is charged on the sale of receivables is a LIBOR index. The program is subject to termination under certain circumstances including the default rate on receivables, as defined, exceeding a specified threshold or the rate of collections on receivables failing to meet a specified threshold. At May 3, 2015, we were in compliance with the program covenants.

On December 12, 2014, we amended the agreement to extend the program for an additional year to December 31, 2017 (and liquidity agreement to December 18, 2015). In addition, the amendment increased the borrowing base of eligible receivables by including unbilled activity up to 15% of total eligible receivables, and receivables from customers with 61-95 payment terms up to a maximum of 5% of total eligible receivables.Credit

At ~~May 3, 2015~~January 31, 2016 and November ~~2, 2014,~~1, 2015, we had a financing program that provides for borrowing and issuance of letters of credit of up to an aggregate of $150.0 million. We have the ability to increase borrowings and issuance of letters of credit of up to $250.0 million subject to credit approval from PNC. At January 31, 2016 and November 1, 2015, we had outstanding ~~borrowing~~borrowings of $100.0 million, under the ~~program of $130.0 million~~financing programs and ~~$120.0 million, respectively, which~~ bore a weighted average annual interest rate of ~~1.8%~~2.1% and ~~1.7% during the second quarter of fiscal 2015 and 2014,~~1.8%, respectively, ~~and 1.7% and 1.6% during the first six months of 2015 and 2014, respectively,~~which is inclusive of certain facility and program fees.

~~Short-Term Credit Facility~~

~~The Short-Term Credit Facility provides for borrowing in various currencies secured by cash collateral covering 105% of certain baseline amounts. The~~In February 2016, Maintech entered into a $10.0 million 364-day short-term revolving credit facility is subject to a facility fee and borrowings bear various interest rate options calculated using a combination of LIBOR and prime rates plus a margin over those rates. At May 3, 2015, we were in compliance with the facility covenants.

We had no outstanding borrowings under the $45.0 million Short-Term Credit Facility as of May 3, 2015. At November 2, 2014, we had drawn under the facility the equivalent of $8.5 million, used to hedge our net investment in certain foreign subsidiaries. During the first six months of 2014, borrowings bore a weighted average annual interest rate of 1.9%, inclusive of the facility fee.

On February 20, 2015, we amended our $45.0 million Short-Term Credit Facility. The amendment adds, among other changes, the ability for collateral to be held in certain foreign currencies (Euro, British Pounds Sterling, and Canadian Dollars) making it more useful in natural hedging against non-United States Dollar denominated liability positions, and removes in its entirety the covenant limiting restricted payments such as stock repurchases to the greater of $5.0 million or 50% of prior year net consolidated income. Borrowings under the Short-Term Credit Facility continue to be cash collateralized.

~~We terminated our $45.0 million Short-Term Credit Facility~~ with Bank of America, N.A., as ~~Administrative Agent, effective June 8, 2015.~~Lender. The ~~Credit Facility had a term expiring on~~provisions of the agreement will not preclude structuring and other activities required in anticipation of our sale of Maintech. As of March ~~31, 2016. There were no borrowings outstanding~~4, 2016, the amount drawn under ~~the Credit Facility.~~

this facility was $2.0 million.

2221

~~Casualty Insurance~~Financing Program

~~Except for states~~In January 2016, we amended our $150.0 million Financing Program with PNC Bank, National Association (“PNC”) to (1) extend the termination date to January 31, 2017; (2) eliminate the interest coverage ratio and modify the liquidity level requirement; (3) reduce the minimum funding threshold, as defined, from 60% to 40%, and (4) revise pricing from a LIBOR based rate plus 1.75% per the prior agreement, to a LIBOR based rate plus 1.90% on outstanding borrowings, and to increase the facility fee from 0.65% to 0.70%. The Financing Program is secured by receivables from certain Staffing Services businesses in the United States, Europe and Canada that ~~require participation in state-operated workers’ compensation insurance funds, liability for workers’ compensation as well as automobile~~are sold to a wholly-owned, consolidated, bankruptcy remote subsidiary. The bankruptcy remote subsidiary's sole business consists of the purchase of the receivables and ~~general liability is insured for losses exceeding specified deductible levels. We~~subsequent granting of a security interest to PNC under the program, and its assets are ~~self-insured for losses below the specified deductible limits. We have deposited approximately $27.0 million, representing numerous open plan years, with the insurance company~~available first to satisfy obligations to PNC and are not available to pay creditors of our other legal entities. Borrowing capacity under the ~~carrier’s collateral requirements and fund potential future claims. Adjustments to~~Financing Program is directly impacted by the ~~collateral amount are determined periodically up to three or four years after~~level of accounts receivable. As of November 1, 2015, the Financing Program was classified as long-term debt on the Condensed Consolidated Balance Sheets, however, as of the end of our fiscal first quarter 2016, the ~~respective policy year, using~~Financing Program is classified as short-term as the ~~level~~termination date is within twelve months of ~~claims paid and incurred.~~our first quarter 2016 balance sheet date.

~~Letters~~In addition to customary representations, warranties and affirmative and negative covenants, the program is subject to a minimum liquidity covenant which increased under the aforementioned amendment from $20.0 million in cash and cash equivalents and borrowing availability under the Financing Program, to $35.0 million effective January 31, 2016, which increases to $50.0 million effective July 31, 2016. The program is subject to termination under standard events of ~~Intent~~default including change of control, failure to pay principal or interest, breach of the liquidity covenant, triggering of portfolio ratio limits, or other material adverse events as defined. As of January 31, 2016, we were in compliance with all debt covenant requirements.

~~We signed~~The Financing Program has a ~~non-binding Letter~~feature under which the facility limit can be increased from $150.0 million up to $250.0 million subject to credit approval from PNC. Borrowings are priced based upon a fixed program rate plus the daily adjusted one-month LIBOR index, as defined. The program also contains a revolving credit provision under which proceeds can be drawn for a definitive tranche period of ~~Intent ("LOI") on June 4, 2015~~30, 60, 90 or 180 days priced at the adjusted LIBOR index rate in effect for that period. In addition to ~~sell our telephone directory publishing~~United States dollars, drawings can be denominated in Canadian dollars, subject to a Canadian dollar $30.0 million limit, and ~~printing business in Uruguay. We expect~~British Pounds Sterling, subject to ~~receive~~ a ~~nominal amount from the sale~~£20.0 million limit. The program also includes a letter of credit sublimit of $50.0 million and minimum borrowing requirements. As of January 31, 2016, there were no foreign currency denominated borrowings, and the ~~net assets~~letter of ~~this business are included within impairment charges~~credit participation in ~~the Condensed Consolidated Statements of Operations during the second quarter of 2015. We expect to finalize this sale in the second half of the year.~~

~~We signed a non-binding LOI on June 9, 2015, to sell certain working capital assets of~~ our ~~telecommunication infrastructure and security services business for nominal proceeds. We expect to finalize this sale in the second half of the year.~~

casualty insurance program was $25.1 million.

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 November ~~2, 2014.~~1, 2015.

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, ~~our~~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, including the use of derivatives from time to time.

Interest Rate Risk

We centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences and overall financing strategies. At ~~May 3, 2015,~~January 31, 2016, we had cash and cash equivalents on which interest income is earned at variable rates. At ~~May 3, 2015,~~January 31, 2016, we ~~also~~ had a $150.0 million accounts receivable securitization program, which can be increased up to $250.0 million subject to credit ~~lines with various domestic and foreign banks that provide for borrowings and letters of credit as well as a $200.0 million Short-Term Financing Program~~approval from PNC, 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. Based upon the current levels of cash invested, notes payable to banks and utilization of the ~~Short-Term Financing Program,~~securitization program, on a short-term basis, a hypothetical 1-percentage-point increase in interest rates would have increased net interest expense by ~~$1.1 million.~~$0.8 million and a hypothetical 1-percentage-point decrease in interest rates would have decreased net interest expense by $1.0 million in the first quarter of fiscal 2016.

We have a term loan with ~~borrowing of $7.7 million~~borrowings at a fixed interest ~~rate,~~rates, and our interest expense related to this borrowing is not affected by changes in interest rates in the near term. The fair value of the fixed rate term loan was approximately ~~$8.5~~$7.7 million at ~~May 3, 2015.~~January 31, 2016. The fair values were calculated by applying the appropriate period end interest rates to our present streams of loan payments.

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 ~~the dollar~~foreign currencies fluctuates against ~~foreign currencies,~~the dollar, in particular the British Pound, ~~Sterling,~~ Euro, Canadian ~~dollar~~Dollar and ~~Uruguayan peso.~~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-end balance sheet date. Income and ~~expense~~expenses accounts are translated at an average exchange rate during the ~~period~~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 income. The U.S. dollar strengthened relative to many foreign currencies as of ~~May 3, 2015~~January 31, 2016 compared to November ~~2, 2014.~~1, 2015. Consequently, stockholders’ equity decreased by ~~$2.8~~$2.5 million as a result of the foreign currency translation as of ~~May 3, 2015.~~

January 31, 2016.

To reduce exposure related to non-U.S. dollar denominated net investments and intercompany balances that may give rise to a foreign currency transaction gain or loss, we ~~may enter~~have entered into derivative and non-derivative financial instruments to hedge our net investment in certain foreign subsidiaries. We also may enter into forward foreign exchange contracts with third party banks to mitigate foreign currency risk. As of ~~May 3, 2015, we had~~January 31, 2016 there were no foreign currency denominated borrowings that were used as economic hedges against ~~our~~the Company’s net investment in certain foreign ~~operations. We do not designate~~operations and ~~document these instruments as hedges under Accounting Standards Codification 815~~ ~~Derivatives~~intercompany balances and ~~Hedging, and as a result, gains and losses associated with these instruments are included in foreign~~no outstanding derivative forward exchange ~~gain (loss), net in our Condensed Consolidated Statements of Operations.~~

contracts.

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 ~~May 3, 2015~~January 31, 2016 would result in an approximate ~~$3.7~~$3.2 million positive translation adjustment recorded in other comprehensive income within stockholders’ equity. Conversely, a hypothetical 10% appreciation of the U.S. dollar as compared to these currencies as of ~~May 3, 2015~~January 31, 2016 would result in an approximate ~~$3.7~~$3.2 million negative translation adjustment recorded in other comprehensive income 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 they relate to changes in market value. We hold investments primarily in mutual funds for the benefit of participants in our non-qualified deferred compensation ~~plan, and changes~~plan. 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 ~~returns~~rewards and bear the risks of their investment selections. At ~~May 3, 2015,~~January 31, 2016, the total market value of these investments was ~~approximately $5.3~~approximately$3.9 million.

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”), that 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 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 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 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 ~~May 3, 2015~~January 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. ~~During the quarter the Company hired a new Chief Financial Officer, Controller, Vice President of Tax and several new members of our Audit Committee were appointed.~~

2423

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~We are involved~~From time to time, the Company is subject to claims in ~~various claims and~~ legal ~~actions~~proceedings arising in the ordinary course of ~~business. Our loss contingencies consist primarily of claims~~its business, including payroll-related and ~~legal actions related~~various employment-related matters. All litigation currently pending against the Company relates to ~~contingent worker employment~~ matters that have arisen in the ~~Staffing Services segment. These matters are at varying stages~~ordinary course of ~~investigation, arbitration or adjudication. The Company has accrued for losses on individual matters that are both probable~~business and ~~reasonably estimable.~~

In July 2013, Oracle Corporation brought suit against us alleging copyright infringement and related claims. The complaint alleged that our information technology infrastructure services business provided customer installation services of software updates for Oracle’s computer operating system software and system firmware without appropriate authorization or license.

~~On May 6, 2015,~~ the Company ~~settled the lawsuit with Oracle~~believes that such matters will not have a material adverse effect on ~~monetary and non-monetary terms. The net payment due by us to Oracle, after amounts covered by our insurance policies, is $400,000, which is included within our Other segment's operating loss.~~

~~Estimates are based on currently available information and assumptions. Significant judgment is required in both the determination~~its consolidated financial condition, results 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. operations or cash flows.

Since our ~~2014~~2015 Form 10-K, there have been no ~~significant~~material developments in the material legal proceedings in which we are ~~involved, other than discussed above.~~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 ~~our 2014~~the 2015 10-K, which could materially affect ~~our~~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 ~~our 2014~~the 2015 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

We terminated our $45.0 million Short-Term Credit Facility with Bank of America, N.A., as Administrative Agent, effective June 8, 2015. The Credit Facility had a term expiring on March 31, 2016. There were no borrowings outstanding under the Credit Facility.

None

2524

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this report:



Exhibits		Description


2.1		~~Membership Interest Purchase~~Amendment No. 1, dated as of January 5, 2016, to the Receivables Financing Agreement, dated ~~December 1, 2014,~~as of July 30, 2015, by and ~~between VoltDelta,~~among Volt Funding Corp., as borrower, PNC Bank, National Association, as letter of credit bank and administrative agent, the ~~Company~~persons from time to time partythereto as lenders and ~~NewNet~~letter of credit participants, and Volt Information Sciences, Inc., as initial servicer (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed ~~December 5, 2014;~~January 11, 2016; File No. 001-09232)

3.1		Restated Certificate of Incorporation of ~~Volt Information Sciences, Inc., as amended~~the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed January 30, 1997; File No. 001-09232)

3.2		Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed April 11, 2007; File No. 001-09232)

3.3		Amended and Restated By-Laws of ~~Volt Information Sciences, Inc.,~~the Company, as amended through ~~April 13,~~October 30, 2015 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed ~~April 17,~~November 4, 2015; File No. ~~001-09232)~~

~~4.1~~		~~Sixth Amendment, dated as of February 20, 2015, to the Credit Agreement, dated as of February~~ ~~28, 2008 (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed February 23, 2015; File No. 001-09232)~~

~~10.1~~		Employment Agreement dated March 23, 2015, execution completed on March 23, 2015 between the Company and Paul Tomkins (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 26, 2015; File No. 001-09232)

~~10.2~~		Employment Agreement dated March 30, 2015, execution completed on March 30, 2015 between the Company and Bryan Berndt (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 9, 2015; File No. 001-09232)

~~10.3~~		Agreement (including Exhibits A and B), dated as of March 30, 2015, by and among Volt Information Sciences, Inc., Glacier Peak Capital LLC, Glacier Peak U.S. Value Fund, L.P. and John C. Rudolf (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2015; File No. 001-09232)001-9232)

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

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

2625

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: ~~June 10, 2015~~March 9, 2016	By:		/s/	~~Ronald Kochman~~ Michael Dean
		~~Ronald Kochman~~Michael Dean
		President and Chief Executive Officer (Principal Executive Officer)

Date: ~~June 10, 2015~~March 9, 2016	By:		/s/	Paul Tomkins
		Paul Tomkins
		Senior Vice President and Chief Financial Officer (Principal Financial Officer )

Date: ~~June 10, 2015~~March 9, 2016	By:		/s/	Bryan Berndt
		Bryan Berndt
		Controller and Chief Accounting Officer (Principal Accounting Officer)

2726



	November 2, 2014
Assets included as part of discontinued operations
Cash and cash equivalents	$	282
Trade accounts receivable, net	10,535
Recoverable income taxes	921
Prepaid insurance and other assets	9,251
Property, equipment and software, net	3,231
Total assets of the disposal group classified as held for sale in the Condensed Consolidated Balance Sheet	$	24,220

Liabilities included as part of discontinued operations
Accrued compensation	$	2,272
Accounts payable	992
Accrued taxes other than income taxes	649
Accrued insurance and other	5,794
Deferred revenue	9,419
Total liabilities of the disposal group classified as held for sale in the Condensed Consolidated Balance Sheet	$	19,126



	Three Months Ended May 3, 2015
(in thousands)	Total			Staffing Services		Other
Revenue
Staffing services revenue	$	362,277		$	362,277	$	—
Other revenue	22,912			—		22,912
Net revenue	385,189			362,277		22,912
Expenses
Direct cost of staffing services revenue	305,116			305,116		—
Cost of other revenue	19,909			—		19,909
Selling, administrative and other operating costs	54,325			50,034		4,291
Restructuring costs	251			275		(24		)
Impairment charges	5,374			977		4,397
Segment operating income (loss)	214			5,875		(5,661		)
Corporate general and administrative	4,308
Operating loss	$	(4,094	)



	Three Months Ended May 4, 2014
(in thousands)	Total		Staffing Services		Other
Revenue
Staffing services revenue	$	406,733	$	406,733	$	—
Other revenue	29,347		—		29,347
Net revenue	436,080		406,733		29,347
Expenses
Direct cost of staffing services revenue	344,922		344,922		—
Cost of other revenue	24,066		—		24,066
Selling, administrative and other operating costs	58,238		53,778		4,460
Restructuring costs	679		577		102
Segment operating income	8,175		7,456		719
Corporate general and administrative	2,708
Restatement, investigations and remediation	593
Operating income	$	4,874