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 ~~April 29, 2018~~ January 27, 2019


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	For the transition period from to .

Commission File Number: 001-09232

VOLT INFORMATION SCIENCES, INC.

(Exact name of registrant as specified in its charter)



New York	13-5658129
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
~~1133 Avenue of Americas, New York,~~50 Charles Lindbergh Boulevard, Uniondale, New York	~~10036~~11553
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

~~(212) 704-2400~~(516) 228-6700

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~~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 or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨	Accelerated filer x¨	Non-accelerated filer ¨x	Smaller reporting company ¨x	Emerging growth company ¨

		(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

As of ~~June~~March 1, ~~2018,~~2019, there were ~~21,035,620~~21,191,030 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
April 29, 2018 April 30, 2017 April 29, 2018 April 30, 2017

NET REVENUE $ 263,219
$ 303,005
$ 516,557
$ 616,029
Cost of services 225,918
255,886
443,247
522,020
GROSS MARGIN 37,301
47,119
73,310
94,009
EXPENSES
Selling, administrative and other operating costs 42,916
51,171
89,854
100,061
Restructuring and severance costs 104
199
622
823
Impairment charge 155
290
155
290
Gain from divestitures —
(3,938 ) —
(3,938 )
TOTAL EXPENSES 43,175
47,722
90,631
97,236
OPERATING LOSS (5,874 ) (603 ) (17,321 ) (3,227 )
OTHER INCOME (EXPENSE), NET
Interest income (expense), net (631 ) (891 ) (1,413 ) (1,749 )
Foreign exchange gain (loss), net (497 ) 184
206
311
Other income (expense), net (55 ) (311 ) (583 ) (910 )
TOTAL OTHER INCOME (EXPENSE), NET (1,183 ) (1,018 ) (1,790 ) (2,348 )
LOSS BEFORE INCOME TAXES (7,057 ) (1,621 ) (19,111 ) (5,575 )
Income tax provision (benefit) 630
(767 ) (730 ) (144 )
NET LOSS $ (7,687 ) $ (854 ) $ (18,381 ) $ (5,431 )

PER SHARE DATA:
Basic:
Net loss $ (0.37 ) $ (0.04 ) $ (0.87 ) $ (0.26 )
Weighted average number of shares 21,032
20,921
21,030
20,919
Diluted:
Net loss $ (0.37 ) $ (0.04 ) $ (0.87 ) $ (0.26 )
Weighted average number of shares 21,032
20,921
21,030
20,919



	Three Months Ended
	January 27, 2019			January 28, 2018
	January 27, 2019			January 28, 2018
NET REVENUE	$	253,436		$	253,338
Cost of services	215,737			217,329
GROSS MARGIN	37,699			36,009

EXPENSES
Selling, administrative and other operating costs	39,810			46,938
Restructuring and severance costs	59			518
OPERATING LOSS	(2,170		)	(11,447		)

OTHER INCOME (EXPENSE), NET
Interest income (expense), net	(746		)	(782		)
Foreign exchange gain (loss), net	213			703
Other income (expense), net	(239		)	(528		)
TOTAL OTHER INCOME (EXPENSE), NET	(772		)	(607		)

LOSS BEFORE INCOME TAXES	(2,942		)	(12,054		)
Income tax provision (benefit)	273			(1,360		)
NET LOSS	$	(3,215	)	$	(10,694	)

PER SHARE DATA:
Basic:
Net loss	$	(0.15	)	$	(0.51	)
Weighted average number of shares	21,080			21,029
Diluted:
Net loss	$	(0.15	)	$	(0.51	)
Weighted average number of shares	21,080			21,029

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
April 29, 2018 April 30, 2017 April 29, 2018 April 30, 2017

NET LOSS $ (7,687 ) $ (854 ) $ (18,381 ) $ (5,431 )
Other comprehensive loss:
Foreign currency translation adjustments, net of taxes of $0 and $0, respectively (947 ) 570
457
1,097
COMPREHENSIVE LOSS $ (8,634 ) $ (284 ) $ (17,924 ) $ (4,334 )



	Three Months Ended
	January 27, 2019			January 28, 2018
	January 27, 2019			January 28, 2018
NET LOSS	$	(3,215	)	$	(10,694	)
Other comprehensive income (loss):
Foreign currency translation adjustments net of taxes of $0 and $0, respectively	158			1,404
COMPREHENSIVE LOSS	$	(3,057	)	$	(9,290	)

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)


	April 29, 2018			October 29, 2017			January 27, 2019			October 28, 2018
	(unaudited)						(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	34,177		$	37,077		$	32,925		$	24,763
Restricted cash and short-term investments	20,455			20,544			11,262			14,844
Trade accounts receivable, net of allowances of $773 and $1,249, respectively	166,201			173,818
Recoverable income taxes	53			1,643
Trade accounts receivable, net of allowances of $31 and $759, respectively							150,339			157,445
Other current assets	6,730			11,755			6,658			7,444
TOTAL CURRENT ASSETS	227,616			244,837			201,184			204,496
Other assets, excluding current portion	11,032			10,851			7,941			7,808
Property, equipment and software, net	26,349			29,121			24,515			24,392
TOTAL ASSETS	$	264,997		$	284,809		$	233,640		$	236,696
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accrued compensation	$	23,134		$	24,504		$	25,203		$	27,120
Accounts payable	40,118			36,895			26,442			33,498
Accrued taxes other than income taxes	21,995			20,467			17,218			15,275
Accrued insurance and other	27,098			30,282			25,688			23,335
Short-term borrowings	—			50,000
Income taxes payable	1,154			808			1,224			1,097
TOTAL CURRENT LIABILITIES	113,499			162,956			95,775			100,325
Accrued insurance and other, excluding current portion	10,727			10,828			13,177			13,478
Deferred gain on sale of real estate, excluding current portion	23,189			24,162			21,730			22,216
Income taxes payable, excluding current portion	615			1,663			604			600
Deferred income taxes	1,207			1,206			509			510
Long-term debt, excluding current portion, net	48,758			—			54,090			49,068
TOTAL LIABILITIES	197,995			200,815			185,885			186,197
Commitments and contingencies

STOCKHOLDERS’ EQUITY:
STOCKHOLDERS’ EQUITY:
Preferred stock, par value $1.00; Authorized - 500,000 shares; Issued - none	—			—			—			—
Common stock, par value $0.10; Authorized - 120,000,000 shares; Issued - 23,738,003 shares; Outstanding - 21,035,503 and 21,026,253 shares, respectively	2,374			2,374
Common stock, par value $0.10; Authorized - 120,000,000 shares; Issued - 23,738,003 shares; Outstanding - 21,191,030 shares and 21,179,068 shares, respectively							2,374			2,374
Paid-in capital	79,547			78,645			78,909			79,057
Retained earnings	27,303			45,843			6,743			9,738
Accumulated other comprehensive loss	(4,804		)	(5,261		)	(6,912		)	(7,070		)
Treasury stock, at cost; 2,702,500 and 2,711,750 shares, respectively	(37,418		)	(37,607		)
TOTAL STOCKHOLDERS’ EQUITY	67,002			83,994
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	264,997		$	284,809
Treasury stock, at cost; 2,546,973 and 2,558,935 shares, respectively							(33,359		)	(33,600		)
TOTAL STOCKHOLDERS’ EQUITY							47,755			50,499
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY							$	233,640		$	236,696

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except number of share data)

(unaudited)



	Three Months ended January 27, 2019
	Common Stock $0.10 Par Value			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
	Shares	Amount		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
BALANCE AT OCTOBER 28, 2018	23,738,003	$	2,374	$	79,057		$	9,738		$	(7,070	)	$	(33,600	)	$	50,499
Net loss	—	—		—			(3,215		)	—			—			(3,215		)
Share-based compensation expense	—	—		(113		)	—			—			—			(113		)
Issuance of common stock	—	—		(35		)	(206		)	—			241			—
Effect of new accounting principle	—	—		—			426			—			—			426
Other comprehensive income	—	—		—			—			158			—			158
BALANCE AT JANUARY 27, 2019	23,738,003	$	2,374	$	78,909		$	6,743		$	(6,912	)	$	(33,359	)	$	47,755



	Three Months ended January 28, 2018
	Common Stock $0.10 Par Value			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
	Shares	Amount		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
BALANCE AT OCTOBER 29, 2017	23,738,003	$	2,374	$	78,645		$	45,843		$	(5,261	)	$	(37,607	)	$	83,994
Net loss	—	—		—			(10,694		)	—			—			(10,694		)
Share-based compensation expense	—	—		435			—			—			—			435
Issuance of common stock	—	—		(10		)	(40		)	—			50			—
Other comprehensive income	—	—		—			—			1,404			—			1,404
BALANCE AT JANUARY 28, 2018	23,738,003	$	2,374	$	79,070		$	35,109		$	(3,857	)	$	(37,557	)	$	75,139

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
	April 29, 2018			April 30, 2017			January 27, 2019			January 28, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(18,381	)	$	(5,431	)	$	(3,215	)	$	(10,694	)
Adjustment to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	3,726			3,380			1,603			1,852
Provision (release) of doubtful accounts and sales allowances	(220		)	54
Unrealized foreign currency exchange loss (gain)	386			(711		)
Impairment charges	155			290
Release of doubtful accounts and sales allowances							(22		)	(102		)
Unrealized foreign currency exchange loss							39			371
Amortization of gain on sale leaseback of property	(972		)	(972		)	(486		)	(486		)
Loss on dispositions of property, equipment and software	—			12
Gain from divestitures	—			(3,938		)
Loss (gain) on dispositions of property, equipment and software							6			(1		)
Share-based compensation expense	992			1,242			(113		)	435
Change in operating assets and liabilities:
Trade accounts receivable	7,855			3,466			8,393			23,544
Restricted cash	(202		)	(3,695		)
Other assets	4,980			2,673			768			3,038
Net assets held for sale	—			158
Accounts payable	3,227			6,666			(7,123		)	(7,925		)
Accrued expenses and other liabilities	(2,159		)	(3,812		)	1,936			2,413
Income taxes	889			12,417			174			584
Net cash provided by operating activities	276			11,799			1,960			13,029
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of investments	460			563			(11		)	310
Purchases of investments	(297		)	(192		)	(58		)	(219		)
Proceeds from divestitures	—			15,224
Proceeds from sale of property, equipment, and software	1			221			—			1
Purchases of property, equipment, and software	(1,298		)	(6,385		)	(1,698		)	(345		)
Net cash provided by (used in) investing activities	(1,134		)	9,431
Net cash used in investing activities							(1,767		)	(253		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of borrowings	(109,696		)	(27,050		)	(10,000		)	(79,696		)
Draw-down on borrowings	109,696			20,000			15,000			109,696
Debt issuance costs	(1,411		)	(726		)	(140		)	(1,327		)
Proceeds from exercise of options	—			2
Withholding tax payment on vesting of restricted stock awards	(60		)	(9		)
Net cash used in financing activities	(1,471		)	(7,783		)
Effect of exchange rate changes on cash and cash equivalents	(571		)	910
Net increase (decrease) in cash and cash equivalents	(2,900		)	14,357
Cash and cash equivalents, beginning of period	37,077			6,386
Cash and cash equivalents, end of period	$	34,177		$	20,743
Net cash provided by financing activities							4,860			28,673
Effect of exchange rate changes on cash, cash equivalents and restricted cash							(429		)	112
Net increase in cash, cash equivalents and restricted cash							4,624			41,561
Cash, cash equivalents and restricted cash, beginning of period							36,544			54,097
Cash, cash equivalents and restricted cash, end of period							$	41,168		$	95,658

Cash paid during the period:
Interest	$	1,482		$	1,838		$	801		$	926
Income taxes	$	1,132		$	1,111		$	146		$	627

Reconciliation of cash, cash equivalents, and restricted cash:
Current assets:
Cash and cash equivalents							$	32,925		$	53,868
Restricted cash included in Restricted cash and short-term investments							8,243			12,094
Restricted cash as collateral for borrowings included in Restricted cash and short-term investments							—			29,696
Cash, cash equivalents and restricted cash, end of period							$	41,168		$	95,658

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 ~~April 29,~~January 27, 2019 and January 28, 2018 ~~and April 30, 2017~~

(Unaudited)

NOTE 1: Basis of Presentation

Basis of Presentation

The accompanying interim condensed consolidated financial statements of Volt Information Sciences, Inc. (“Volt” or the “Company”) have been prepared in conformity with generally accepted accounting principles, consistent in all material respects with those applied in the Annual Report on Form 10-K for the year ended October ~~29, 2017.~~28, 2018. The Company makes estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates and changes in estimates are reflected in the period in which they become known. Accounting for certain expenses, including income taxes, are based on full year assumptions, and the financial statements reflect all normal adjustments that, in the opinion of management, are necessary for fair presentation of the interim periods presented. The interim information is unaudited and is prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), which provides for omission of certain information and footnote disclosures. This interim financial information should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended October ~~29, 2017.~~28, 2018.

Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation.

NOTE 2: Recently Issued Accounting Pronouncements

New Accounting Standards Not Yet Adopted by the Company

In ~~May 2017,~~August 2018, the Financial Accounting Standards Board ~~(“FASB”~~("FASB") issued Accounting Standards Update (“ASU”) ~~2017-09,~~ 2018-15~~Compensation~~, Intangibles - ~~Stock Compensation (Topic 718)~~Goodwill and Other - Internal-Use Software (Subtopic 350-40): ~~Scope of Modification~~Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). ~~This~~ ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The amendments are2018-15 is effective for ~~annual periods~~fiscal years beginning after December 15, ~~2017, which~~2019 and interim periods within those fiscal years. Early adoption of the amendments is permitted including adoption in any interim period. The amendments in ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. ASU 2018-15 is effective for the Company ~~will be~~in the first quarter of fiscal ~~2019.~~2021. The Company ~~does not anticipate a significant~~is currently evaluating the impact that ASU 2018-15 will have upon adoption ~~based~~ on ~~the historical and current trend of the Company’s modifications for share-based awards but the impact could be affected by the types of modifications, if any, at that time.~~its consolidated financial statements.

In ~~February 2017,~~August 2018, the FASB issued ASU ~~2017-05,~~2018-13, ~~Other Income~~Fair Value Measurement: Disclosure Framework - ~~Gains and Losses from~~Changes to the ~~Derecognition~~Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which changes the fair value measurement disclosure requirements of ~~Non-financial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Non-financial Assets.~~ ~~This~~ASC 820. ASU clarifies the scope and application of Subtopic 610-20 on the sale or transfer of non-financial assets and in substance non-financial assets to non-customers, including partial sales. The amendments are2018-13 is effective for ~~annual reporting periods~~all entities for fiscal years beginning after December 15, ~~2017, which~~2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. ASU 2018-13 is effective for the Company ~~will be~~in the first quarter of fiscal ~~2019.~~2021. The Company does not anticipate a significant impact upon adoption.

In ~~August 2016,~~June 2018, the FASB issued ASU ~~2016-15,~~ 2018-07, C~~Statement of Cash Flows~~ompensation - Stock Compensation (Topic ~~230)~~718): Improvements to Nonemployee Share-Based Payment Accounting - ~~Classification of Certain Cash Receipts~~(“ASU 2018-07”). ASU 2018-07 expands the guidance in Topic 718 to include share-based payments for goods and ~~Cash Payments: A Consensus of~~services to non-employees and generally aligns it with the ~~FASB Emerging Issues Task Force. The amendments provide~~ guidance on eight specific cash flow classification issues: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relationfor share-based payments to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, corporate and bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle.employees. The amendments are effective for fiscal years beginning after December 15, ~~2017,~~2018, including interim periods within that fiscal year, which for the Company will be the first quarter of fiscal ~~2019.~~2020. The Company does not anticipate a significant impact upon adoption.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019, which for the Company will be the first quarter of fiscal 2021. Although the impact upon adoption will depend on the financial instruments held by the Company at that time, the Company does not anticipate a significant impact on its consolidated financial statements based on the instruments currently held and its historical trend of bad debt expense relating to trade accounts receivable.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842)(“ASU 2016-02”). This ASU requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The amendments are effective for fiscal years beginning after December 15, 2018, which for the Company will be the

first quarter of fiscal 2020. The Company has preliminarily evaluated the impact of our pending adoption of ASU 2016-02 on our consolidated financial statements on a modified retrospective basis, and currently expects that most of our operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption, which will increase the Company’s total assets and total liabilities that the Company reports relative to such amounts prior to adoption.

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

Recently Adopted by the Company

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The Company adopted this ASU in the first quarter of fiscal 2019 resulting in no significant impact on the Company’s consolidated financial statements.

In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Non-financial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Non-financial Assets. This ASU clarifies the scope and application of Subtopic 610-20 on the sale or transfer of non-financial assets and in substance non-financial assets to non-customers, including partial sales. The Company adopted this ASU in the first quarter of fiscal 2019 resulting in no significant impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows and requires the entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The Company adopted this ASU retrospectively in the first quarter of fiscal 2019 resulting in no significant impact on the Company’s consolidated financial statements besides a change in presentation of restricted cash on the Consolidated Statements of Cash Flows.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments: A Consensus of the FASB Emerging Issues Task Force. The amendments provide guidance on eight specific cash flow classification issues: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, corporate and bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. The Company adopted this ASU in the first quarter of fiscal 2019 resulting in no significant impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The FASB issued subsequent amendments to improve and clarify the implementation guidance of Topic 606. This standard ~~is effective for annual reporting periods beginning after December 15, 2017, which for~~was adopted by the Company ~~will be~~in the first quarter of fiscal 2019. ~~As we continue~~Please refer to perform our assessment, the Company still does not anticipate that the new guidance will have a material impact on our revenue recognition policies, practices or systems. We plan to use the modified retrospective method upon adoption and will evaluate any active contracts as of the adoption date to determine whether a cumulative adjustment is necessary. The adjustment would primarily relate to deferred revenue from contracts pending execution, if any. The guidance also requiresNote 3. Revenue Recognition for additional ~~quantitative and qualitative~~ disclosures. ~~As the Company continues to make progress in its evaluation of the impacts of our pending adoption of Topic 606, our preliminary assessments are subject to change.~~

~~Recently Adopted Accounting Standards~~

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~. This ASU simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this ASU in the first quarter of fiscal 2018. Upon adoption, the excess tax benefits and deficiencies are recognized as income tax expense or benefit in the income statement in the reporting period incurred. The ASU transition guidance requires that this election be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, net of any valuation allowance required on the deferred tax assets. Because the Company has provided a full valuation allowance against its net deferred tax assets, this adoption has no impact to the opening balance of total stockholder’s equity. The Company has elected to present the changes for excess tax benefits in the statement of cash flows prospectively and to account for forfeitures as they occur. There was no impact to the change in presentation in the statement of cash flows related to statutory tax withholding requirements since the Company has historically classified the cash paid for tax withholding as a financing activity.

All other ASUs that became effective for Volt in the first ~~half~~quarter of fiscal ~~2018~~2019 were not applicable to the Company at this time and therefore did not have any impact during the period.

NOTE 3: Revenue Recognition

Adoption of ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”)

As of October 29, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective method applied to those contracts which were not completed as of October 29, 2018. Results for reporting periods beginning on October 29, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting guidance.

The cumulative impact of adopting ASC 606 resulted in an increase of $0.4 million to opening retained earnings. The impact is primarily driven by an adjustment to deferred revenue due to a change in the required criteria for defining customer contracts under the new guidance. As of and for the three months ended January 27, 2019, the consolidated financial statements were not materially impacted by the implementation of ASC 606.

Revenue Recognition

All of the Company’s revenue and trade receivables are generated from contracts with customers. Revenue is recognized when control of the promised services is transferred to the Company's customers at an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company's revenue is recorded net of any sales or other similar taxes collected from its customers.

A performance obligation is a promise in a contract to transfer a distinct service to the customer. The majority of the Company's contracts contain single performance obligations. For performance obligations that the Company satisfies over time, revenue is recognized by consistently applying a method of measuring progress toward satisfaction of that performance obligation. The Company will generally utilize an input measure of time (e.g., hours, weeks, months) of service provided, which depicts the progress toward completion of each performance obligation.

Volt generally determines the standalone selling prices based on the prices included in the customer contracts. The price as specified in its customer contracts is typically considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar customer. Certain customer contracts have variable consideration, including rebates, guarantees, credits, or other similar items that reduce the transaction price. The Company will generally estimate the variable consideration using the expected value method to predict the amount of consideration to which it will become entitled, based on the circumstances of each customer contract and historical evidence. Revenue is recognized net of variable consideration to the extent that it is probable that a significant future reversal will not occur. The Company's estimated amounts of variable consideration are not material and it does not believe that there will be significant changes to its estimates.

In certain scenarios where a third-party vendor is involved in the Company's revenue transactions with their customers, the Company will evaluate whether it is the principal or the agent in the transaction. When Volt acts as the principal, it controls the performance obligation prior to transfer of the service to the customer and reports the related consideration as gross revenues and the costs as cost of services. When Volt acts as an agent, it does not control the performance obligation prior to transfer of the service to the customer and it reports the related amounts as revenue on a net basis. The Company generally demonstrates control over the service when it is responsible for the fulfillment of services under the contract, responsible for the workers performing the service and when it has latitude in establishing pricing. Volt generally acts as an agent in its transactions within its MSP programs where the Company provides comprehensive management of its customer’s contingent workforce and receive fees based on the volume of services managed within each program. The Company is the agent in these transactions since it does not have the responsibility for the fulfillment of the services by the vendors or contractors (referred to as associate vendors). In these transactions, the Company does not control the third-party providers’ staffing services provided to the customers prior to those services being transferred to the customer.

Revenue Service Types

Staffing Services

Volt’s primary service is providing contingent (temporary) workers to its customers. These services are primarily provided through direct agreements with customers, and Volt provides these services using its employees and, in some cases, by subcontracting with other vendors of contingent workers. Volt’s costs in providing these services consist of the wages and benefits provided to the contingent workers as well as the recruiting costs, payroll department and other administrative costs. The Company recognizes revenue for its contingent staffing services over time as services are performed in an amount that reflects the consideration it expects to be entitled to in exchange for its services, which is generally calculated as hours worked multiplied by the agreed-upon hourly bill rate. The customer simultaneously receives and consumes the benefits of the services as they are provided. The Company applies the practical expedient to recognize revenue for these services over the term of the agreement commensurate to the amount it has the right to invoice the customer.

Direct Placement Services

Direct placement services include providing qualified candidates to the Company's customers to hire on a permanent basis. These services are primarily recognized at a point in time when the qualified candidate is placed and begins permanent employment which is the point that control has transferred to the customer and the Company has the right to payment for the service. Each placement is a single performance obligation under the Company’s contracts and the related consideration is typically based upon a percentage of the candidates' base salary. Direct placement revenue is recognized net of a reserve for permanent placement candidates that do not remain with the customer through the contingency period, which is typically 60 days or less. This contingency is estimated based on historical data and recorded as a refund liability.

Managed Service Programs ("MSP")

The Company's MSP program provides a comprehensive solution for delivery of contingent labor for assignment to customers including supplier and worker sourcing, selecting, qualifying, on/off-boarding, time and expense recordation, reporting and approved invoicing and payment processing procedures. Since the individual activities are not distinct, the Company accounts for these

activities as a single performance obligation. The Company’s fee for these MSP services is a fixed percentage of the staffing services spend that is managed through the program. The Company recognizes revenue over time for each month of MSP services provided as the customer simultaneously receives and consumes the services it provides. The Company applies the practical expedient to recognize revenue for these services over the term of the agreement commensurate to the amount it has the right to invoice the customer.

Call Center Services

The customer care solutions business specializes in serving as an extension of its customers' relationships and processes, from help desk inquiries to advanced technical support. The Company earns a fee based upon the type, volume and level of services provided as part of the call center operations. Since the individual activities are not distinct, the Company accounts for them as a single performance obligation. The Company recognizes revenue over time as the customer simultaneously receives and consumes the services it provides. The Company applies the practical expedient to recognize revenue for these services over the term of the agreement commensurate to the amount it has the right to invoice the customer.

Disaggregation of Revenues

The following table presents our segment revenues disaggregated by service type (in thousands):



			Three Months ended January 27, 2019
Segment	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Elimination
Service Revenues:
Staffing Services	$	238,733	$	209,634	$	24,633	$	4,609	$	172	$	(315	)
Direct Placement Services	3,353		2,214		863		702		—		(426		)
Managed Service Programs	3,676		—		770		2,906		—		—
Call Center Services	7,674		—		—		—		7,674		—
	$	253,436	$	211,848	$	26,266	$	8,217	$	7,846	$	(741	)

Geographical Markets:
Domestic	$	226,154	$	211,108	$	—	$	8,092	$	7,674	$	(720	)
International, principally Europe	27,282		740		26,266		125		172		(21		)
	$	253,436	$	211,848	$	26,266	$	8,217	$	7,846	$	(741	)

Payment Terms

Customer payment terms vary by arrangement although payments are typically due within 15 - 45 days of invoicing. The timing between the satisfaction of the performance obligations and the payment is not significant and the Company currently does not have any significant financing components or significant payment terms.

Unsatisfied Performance Obligations

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which they will recognize revenue at the amount to which it has the right to invoice for services performed. Unsatisfied performance obligations for contracts not meeting the aforementioned criteria are immaterial.

Accounts Receivable, Contract Assets and Contract Liabilities

The Company records accounts receivable when its right to consideration becomes unconditional.As required under Topic 606, the Company changed its presentation to show this allowance as a liability, whereas under Topic 605, these receivables were recorded net of an allowance for estimated fee reversals. As of January 27, 2019, the reserve balance was $0.7 million. Contract assets primarily relate to the Company's rights to consideration for services provided that are conditional on satisfaction of future performance obligations. The Company records contract liabilities when payments are made or due prior to the related performance obligations being satisfied. The current portion of contract liabilities is included in Accrued insurance and other in our Consolidated Balance Sheets. The Company does not have any material contract assets or long-term contract liabilities as of January 27, 2019 and October 28, 2018.

The Company may incur fulfillment costs after obtaining a contract to generate a resource that will be used to provide the MSP services. These costs are related to the set up and implementation of customer specific MSP programs and are considered incremental and recoverable costs to fulfill its contract with the customer. These costs are deferred and amortized over the expected period of benefit of the MSP services provided to the customer, determined by taking into consideration its customer contracts and other relevant factors. Amortization expense is included in Selling, administrative and other operating costs on the Consolidated Statement of Operations. Deferred fulfillment costs were immaterial as of January 27, 2019.

NOTE 3:4: Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss for the three and six months ended April 29, 2018 were (in thousands):

Three Months Ended Six Months Ended
April 29, 2018
Foreign Currency Translation
Accumulated other comprehensive loss at the beginning of the period $ (3,857 ) $ (5,261 )
Other comprehensive income (loss) (947 ) 457
Accumulated other comprehensive loss at April 29, 2018 $ (4,804 ) $ (4,804 )



The changes in accumulated other comprehensive loss for the three months ended January 27, 2019 were (in thousands):

	Foreign Currency Translation
Accumulated other comprehensive loss at October 28, 2018	$	(7,070	)
Other comprehensive income	158
Accumulated other comprehensive loss at January 27, 2019	$	(6,912	)

Reclassifications from accumulated other comprehensive loss for the three and six months ended April 29, 2018 and April 30, 2017 were (in thousands):
Three Months Ended Six Months Ended
April 29, 2018 April 30, 2017 April 29, 2018 April 30, 2017
Foreign currency translation
Sale of foreign subsidiaries $ —
$ (612 ) $ —
$ (612 )

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

There were no reclassifications from accumulated other comprehensive loss for the three months ended January 27, 2019.

NOTE 4:5: Restricted Cash and Short-Term Investments

Restricted cash primarily includes amounts related to requirements under certain contracts with managed service program customers for whom the Company manages the customers’ contingent staffing requirements, including processing of associate vendor billings into single, combined customer billings and distribution of payments to associate vendors on behalf of customers, as well as minimum cash deposits required to be maintained as collateral. Distribution of payments to associate vendors are generally made shortly after receipt of payment from customers, with undistributed amounts included in restricted cash and accounts payable between receipt and distribution of these amounts. ~~Changes in restricted cash collateral are classified as an operating activity, as this cash is directly related to the operations of this business.~~ At ~~April 29, 2018~~January 27, 2019 and October ~~29, 2017,~~28, 2018, restricted cash included ~~$15.4~~$7.7 million and ~~$15.1~~$11.3 million, respectively, restricted for payment to associate vendors and ~~$1.9~~$0.6 million and ~~$1.9~~$0.5 million, respectively, restricted for other collateral accounts.

~~At April 29, 2018~~Short-term investments were $3.0 million and $3.1 million at January 27, 2019 and October ~~29, 2017, short-term investments were $3.2 million and $3.5 million,~~28, 2018, 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 5:6: Income Taxes

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

The Company adjusts its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate, consistent with Accounting Standards Codification (“ASC”) 270, Interim Reporting, and ASC 740-270, Income Taxes – Intra Period Tax Allocation. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. The Company’s future effective tax rates could be affected by earnings being different than anticipated in countries with differing statutory rates, increases in recorded valuation allowances of tax assets, or changes in tax laws.

The Company’s provision (benefit) for income taxes primarily includes foreign jurisdictions and state taxes. InThe income tax provision in the ~~second~~first quarter of fiscal ~~2018 and fiscal 2017, income taxes were a provision~~2019 of ~~$0.6~~$0.3 million ~~and a benefit~~was primarily related to locations outside of ~~$0.8 million, respectively. For~~ the ~~six months ended April 29, 2018 and April 30, 2017, income taxes were a benefit of $0.7 million and $0.1 million, respectively.~~United States. The income tax benefit in the ~~six months ended April 29,~~first quarter of fiscal 2018 ~~and April 30, 2017 included a~~of $1.4 million was primarily due to the reversal of reserves on uncertain tax provisions ~~of $1.1 million and $1.3 million, respectively.~~that expired during the quarter. The Company’s quarterly provision (benefit) for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items that occur within the periods presented.

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

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

~~The SEC staff issued Staff Accounting Bulletin ("SAB") 118, which provides guidance on accounting~~ Our statutory rate is 21.0% for the ~~tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one~~fiscal year ~~from~~ended November 3, 2019. Other provisions now effective under the Tax Act ~~enactment date for companies~~include limitations on deductibility of executive compensation and interest, as well as a new minimum tax on Global Intangible Low-Taxed Income (“GILTI”). The Company has analyzed these provisions and there will be no material impact due to ~~complete~~ the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.Company's net operating loss carry-forward and valuation allowance.

The Company ~~does~~did not ~~anticipate~~record any ~~material impact on recorded~~change to its U.S. net deferred tax balances as of the ~~remeasurement of our~~enactment date since its U.S. net deferred tax assets ~~will be~~are fully offset by a ~~corresponding change in~~full valuation allowance. ~~In connection with our continued analysis of the impact of the Tax Act, the~~The Company ~~provisionally increased~~has reduced its net deferred tax assets and corresponding valuation allowance by approximately ~~$0.3~~$26.8 million for the ~~three months~~fiscal year ended ~~April 29, 2018 and reduced its net deferred tax assets and corresponding valuation allowance by $25.4 million for the six months ended April 29,~~October 28, 2018.

~~The~~Under the Tax Act, ~~also imposes~~the Company may be subject to a transition tax on the untaxed foreign earnings of its foreign subsidiaries ~~of U.S. companies~~ by deeming those earnings to be ~~repatriated. The Company is currently evaluating the effect of the~~ repatriated (“Transition ~~Tax on our non-U.S. earnings.~~Tax”). Foreign earnings held in the form of cash and cash equivalents are taxed at a 15.5% rate and the remaining earnings are taxed at an 8.0% rate. In calculating the ~~transition tax,~~Transition Tax, the Company must calculate the cumulative earnings and profits of each of the non-U.S. subsidiaries back to 1987. The Company ~~expects to complete this calculation and record any tax~~did not have a material impact due ~~by the end of fiscal 2018. Based on a preliminary analysis, and as a result of the Company’s significant tax attributes, the Company does not expect to have any amount due related~~ to the ~~transition tax.~~

The Company will continue to analyze the effects of the Tax Act on its financial statements and operations. Any additional impacts of the Tax Act will be recorded as they are identified during the measurement period in accordance with SAB 118.Transition Tax.

NOTE 6:7: Debt

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

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

On January 25, 2018, the Company entered into a long-term $115.0 million accounts receivable securitization program (“DZ

Financing Program”) with DZ Bank AG Deutsche ~~Zentral-Genossenschafsbank~~Zentral Genossenschafsbank (“DZ Bank”) and exited its financing relationship with PNC Bank (“PNC Financing Program”). While the borrowing capacity was reduced from $160.0 million under the PNC Financing Program, the new agreement increases available liquidity and provides greater financial flexibility with less restrictive financial covenants and fewer restrictions on use of proceeds, as well as reduces overall borrowing costs.

~~Under~~ The size of the DZ Financing Program may be increased with the approval of DZ Bank.

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

On January 4, 2019, the Company amended the DZ Financing Program. Key changes of the program were to: (1) extend the term of the DZ Financing Program to January 25, 2021; (2) revise an existing financial covenant to maintain Tangible Net Worth (as defined under the DZ Financing Program) of at least $30.0 million through fiscal 2019, which will revert back to $40.0 million in fiscal 2020; and (3) revise an existing covenant to maintain positive net income in any fiscal year ending after 2019; and (4) increase the eligibility threshold for obligors with payment terms in excess of 60 days from 2.5% to 10.0%, which will add flexibility and borrowing capacity for the Company. All other material terms and conditions remain substantially unchanged. At January 27, 2019, the Company was in compliance with all debt covenants. At January 27, 2019, there was $31.1 million of borrowing availability, as defined under the DZ Financing Program.

On February 15, 2019, the Company amended the DZ Financing Program to modify certain provisions related to the calculation of reserves used to determine the Company's borrowing capacity from time to time under the DZ Financing Program. Under these new reserve calculations, the Company anticipates additional daily borrowing capacity, which will enhance overall global liquidity for the Company. This amendment took effect retroactively on January 25, 2019 and does not otherwise modify or eliminate any relevant receivables from the terms of the DZ Financing Program.

period and the rate prescribed by the Board of Governors of the Federal Reserve System for determining the reserve requirements with respect to Eurocurrency funding. If an event of default occurs, all loans shall bear interest at a rate per annum equal to the prime rate (the federal funds rate plus 3%) plus 2.5%.

The DZ Financing Program also includes a letter of credit sub-facility with a sub-limit of $35.0 million. ~~The size of the DZ Financing Program may be increased with the approval of DZ Bank.~~ As of ~~April 29, 2018,~~January 27, 2019, the letter of credit participation was ~~$24.6~~$24.8 million inclusive of $23.5 million for the Company’s casualty insurance program, ~~and~~ $1.1 million for the security deposit required under ~~the~~certain real estate lease ~~agreements. The~~agreements and $0.2 million for the Company's corporate credit card program. In the first quarter of fiscal 2018, the Company used $30.0 million of funds available under the DZ Financing Program to temporarily collateralize the letters of credit, until the letters of credit were established with DZ Bank on January 31, 2018.

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

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

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

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

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

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

~~At April 29, 2018,~~27, 2019, the Company had outstanding borrowings under the DZ Financing Program of ~~$50.0~~$55.0 million with a weighted average annual interest rate of ~~3.4%~~4.1% during ~~both~~ the ~~second~~first quarter of fiscal ~~2018 and the first six months of fiscal 2018.~~2019. At ~~October 29, 2017,~~January 28, 2018, the Company had outstanding borrowings under the ~~PNC~~DZ Financing ~~Program~~program of $80.0 million, which was reduced to $50.0 million in the beginning of February 2018, with a weighted average annual ~~interest~~ rate of ~~2.8%~~3.3% during the ~~second~~first quarter of fiscal 2017 and 2.7% during the first six months of 2017, which is inclusive of certain facility fees. The Company had outstanding borrowings under the PNC Financing until its termination in January 2018 with a weighted average interest rate of 4.0%. At April 29, 2018, there was $32.9 million of borrowing availability under the DZ Financing Program.2018.

Long-term debt consists of the following (in thousands):


	April 29, 2018		October 29, 2017		January 27, 2019		October 28, 2018
Financing programs	$	50,000	$	50,000	$	55,000	$	50,000
Less:
Current portion	—		50,000
Deferred financing fees	1,242		—		910		932
Total long-term debt, net	$	48,758	$	—	$	54,090	$	49,068

NOTE 7:8: Earnings (Loss) Per Share

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


	Three Months Ended						Six Months Ended						Three Months Ended
	April 29, 2018			April 30, 2017			April 29, 2018			April 30, 2017			January 27, 2019			January 28, 2018
Numerator
Net loss	$	(7,687	)	$	(854	)	$	(18,381	)	$	(5,431	)	$	(3,215	)	$	(10,694	)

Denominator
Basic weighted average number of shares	21,032			20,921			21,030			20,919			21,080			21,029
Diluted weighted average number of shares	21,032			20,921			21,030			20,919			21,080			21,029

Net loss per share:
Basic	$	(0.37	)	$	(0.04	)	$	(0.87	)	$	(0.26	)	$	(0.15	)	$	(0.51	)
Diluted	$	(0.37	)	$	(0.04	)	$	(0.87	)	$	(0.26	)	$	(0.15	)	$	(0.51	)

Options to purchase ~~2,360,174~~1,371,856 and ~~1,871,346~~2,240,846 shares of the Company’s common stock were outstanding at ~~April 29,~~January 27, 2019 and January 28, 2018, ~~and April 30, 2017,~~ respectively. Additionally, there were ~~300,928 and 220,046~~445,389 unvested restricted ~~shares~~units and 280,486 outstanding at ~~April 29,~~January 27, 2019 and January 28, 2018, respectively, and ~~April 30, 2017, respectively.~~218,097 unvested performance share units outstanding at January 27, 2019. These ~~options and restricted shares~~awards were not included in the computation of diluted loss per share in the first quarter of fiscal ~~2018~~2019 and ~~2017~~2018 because the effect of their inclusion would have been anti-dilutive as a result of the Company’s net loss position in those periods.

NOTE 9: Share-Based Compensation Plans

For the first quarter of fiscal 2019 and 2018, the Company recognized share-based compensation expense of $0.1 million and $0.4 million, respectively, in Selling, administrative and other operating costs in the Company’s Consolidated Statements of Operations.

Liability Awards

During fiscal 2018, the Company granted performance share units (“PSUs”) and restricted stock units (“RSUs”) that are classified as a liability at fair value and re-measured periodically based on the effect that the market condition has on these awards. The liability and corresponding expense are adjusted accordingly until the awards are settled.

The PSUs and RSUs had a total grant date fair value of approximately $0.9 million and $1.6 million, respectively. As of the first quarter ended January 27, 2019, the current fair value for these PSUs and RSUs approximate the grant date fair value of $3.38 and $3.20, respectively, which was computed using a Monte Carlo simulation.

Vesting of the PSUs is dependent on the achievement of target stock prices at the end of each of the one-year, two-year and three-year performance periods. The ending stock price is the average price of the last 20 trading days prior to and including the final day of each performance period. The payout percentages can range from 0% to 200%. The RSUs vest in equal annual tranches over three years, provided the employees remain employed with the Company on each of those vesting dates.

Upon vesting, the PSUs and RSUs may be settled in either cash or stock at the Company’s election, with any stock settlement being subject to the Company having a sufficient number of shares then available under its equity incentive plan to satisfy such awards. Any awards settled in cash will be capped at two times the Company’s closing stock price on the grant date, multiplied by the number of awards vesting.

In fiscal 2017, the Company has granted phantom units in the form of cash-settled RSUs to certain senior management level employees. The total fair value at the grant date was approximately $0.3 million with a weighted average fair value per unit of $4.35. The units vest in equal annual tranches over three years provided the employees remain employed on each of those vesting dates. These awards are classified as a liability and re-measured at the end of each reporting period based on the change in fair value of one share of the Company’s common stock. As of the first quarter ended January 27, 2019 and the fourth quarter ended October 28, 2018, 13,661 phantom units were outstanding.

Equity Awards

For RSUs granted in the prior fiscal years that are classified as equity awards, the grant date fair value is measured using the closing stock price on the grant date. For stock options granted in the prior fiscal years, the fair value of the option grants was estimated using the Black-Scholes option-pricing model. These awards vest in equal annual tranches over three years, provided the employees remain employed with the Company on each of those vesting dates.

The following tables summarizes the activities related to the Company’s share-based liability and equity awards for the three months ended January 27, 2019:



Performance Share Units	Number of		Weighted Average
	shares		Grant Date Fair Value
Outstanding at October 28, 2018	276,396		$	3.38
Forfeited	(58,299	)	$	3.38
Outstanding at January 27, 2019	218,097		$	3.38



Restricted Stock Units	Number of		Weighted Average
	shares		Grant Date Fair Value
Outstanding at October 28, 2018	582,831		$	3.53
Forfeited	(88,597	)	$	3.66
Vested	(11,962	)	$	4.60
Outstanding at January 27, 2019	482,272		$	3.48



Stock Options	Number of Shares		Weighted Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
	Number of Shares		Weighted Average Exercise Price		Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at October 28, 2018	1,600,040		$	5.25	7.27	$	3,126
Forfeited	(223,583	)	$	5.89	—	—
Expired	(4,601	)	$	6.01	—	—
Outstanding at January 27, 2019	1,371,856		$	5.54	6.97	$	2,542

For the three months ended January 27, 2019, there was no issuance of any share-based payment awards or any exercise of stock options. As of January 27, 2019, total unrecognized compensation expense of $1.6 million related to PSUs, stock options, RSUs and phantom units will be recognized over the remaining weighted average vesting period of 1.8 years, of which $0.9 million, $0.5 million, and $0.2 million is expected to be recognized in fiscal 2019, 2020 and 2021, respectively.

NOTE 10: Restructuring and Severance Charges

The Company incurred total restructuring and severance costs of $0.1 million and $0.5 million for first quarter of fiscal 2019 and 2018, respectively.

2018 Restructuring Plan

On October 16, 2018, the Company approved a restructuring plan (the “2018 Plan”) based on an organizational and process redesign intended to optimize the Company’s strategic growth initiatives and overall business performance. In connection with the 2018 Plan, the Company incurred restructuring charges comprised of severance and benefit costs and facility and lease termination costs. The 2018 Plan is expected to be completed by the Company's fiscal year end on November 3, 2019. The total costs since inception through the first quarter of fiscal 2019 are approximately $4.3 million consisting of $0.8 million in North American Staffing, $0.1 million in International Staffing and $3.4 million in Corporate and Other. As of January 27, 2019, the Company anticipates payments of $1.1 million and $0.6 million will be made in fiscal 2019 and 2020, respectively. The remaining $1.3 million related to facility and lease termination costs will be paid through December 2025.

Change in Executive Management

Effective June 6, 2018, Mr. Dean departed from his role as President and Chief Executive Officer of the Company and is no longer a member of the Board of Directors of the Company. The Company and Mr. Dean subsequently executed a separation agreement,

effective June 29, 2018. The Company incurred related severance costs of $2.6 million in the third quarter of fiscal 2018, which is payable over a period of 24 months.

Other Restructuring Costs

During the first quarter of fiscal 2018, there were other restructuring actions taken by the Company as part of its continued efforts to reduce costs and achieve operational efficiency. The Company recorded severance costs of $0.5 million primarily resulting from the elimination of certain positions.

Accrued restructuring and severance costs are included in Accrued compensation and Accrued insurance and other in the Consolidated Balance Sheets. Activity for the first quarter of fiscal 2019 is summarized as follows (in thousands):



	January 27, 2019
Balance, beginning of year	$	5,702
Charged to expense	59
Cash payments	(1,530		)
Ending Balance	$	4,231

The remaining balance at January 27, 2019 of $4.2 million, primarily related to Corporate and Other, includes $2.4 million related to the cost reduction plan implemented in fiscal 2018 and $1.8 million of other severance charges.

NOTE 8:11: Commitments and Contingencies

(a) Legal Proceedings

The Company is involved in various claims and legal actions arising in the ordinary course of business. The Company’s loss contingencies not discussed elsewhere consist primarily of claims and legal actions arising in the normal course of business related to contingent worker employment matters in the staffing services ~~segment.~~segments. These matters are at varying stages of investigation, arbitration or adjudication. The Company has accrued for losses on individual matters that are both probable and reasonably estimable.

Estimates are based on currently available information and assumptions. Significant judgment is required in both the determination of probability and the determination of whether a matter is reasonably estimable. The Company’s estimates may change and actual expenses could differ in the future as additional information becomes available.

(b) Other Matters

As previously disclosed in the Annual Report on Form 10-K for the year ended October ~~29, 2017,~~28, 2018, certain qualification failures related to ~~non-discrimination~~nondiscrimination testing for the Company’s 401(k) plans consisting of the (1) Volt Technical Services Savings Plan and the (2) Volt Information Sciences, Inc. Savings Plan occurred during plan years prior to 2016. The Company ~~has accrued approximately $0.9 million as its current estimate of what~~currently estimates that it will need to contribute approximately $0.9 million to the plans to correct the failures. The Company does not expect to contribute any amounts to the plans to correct the failures until the Company has obtained the approval of the Internal Revenue Service regarding the method for curing the failures and the amount of the contribution.

NOTE 9:12: Segment Data

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

During the fourth quarter of fiscal 2018, in accordance with ASC 280, the Company determined that its North American Managed Service Program (“MSP”) meets the criteria to be presented as a reportable segment. To provide period over period comparability, the Company has recast the prior period North American MSP segment data to conform to the current presentation in the prior period. This change did not have any impact on the consolidated financial results for any period presented. Our current reportable segments are (i) North American Staffing, ~~and~~ (ii) International ~~Staffing.~~Staffing and (iii) North American MSP. The non-reportable businesses are combined and disclosed with corporate services under the category Corporate and Other.

~~financial results for any period presented. In addition, Corporate and Other also included our previously owned Maintech, Incorporated (“Maintech”) business in the first six months of fiscal 2017.~~

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

Financial data concerning the Company’s segment revenue and operating income (loss) as well as results from Corporate and Other are summarized in the following tables (in thousands):



	Three Months Ended January 27, 2019
	Total			North American Staffing			International Staffing		North American MSP		Corporate and Other (1)			Eliminations (2)
Net revenue	$	253,436		$	211,848		$	26,266	$	8,217	$	7,846		$	(741	)
Cost of services	215,737			181,685			22,138		5,918		6,737			(741		)
Gross margin	37,699			30,163			4,128		2,299		1,109			—

Selling, administrative and other operating costs	39,810			26,278			3,742		1,307		8,483			—
Restructuring and severance costs	59			(2		)	82		27		(48		)	—
Operating income (loss)	(2,170		)	3,887			304		965		(7,326		)	—
Other income (expense), net	(772		)
Income tax provision	273
Net loss	$	(3,215	)



	Three Months Ended January 28, 2018
	Total			North American Staffing			International Staffing			North American MSP		Corporate and Other (1)			Eliminations (2)
Net revenue	$	253,338		$	206,235		$	29,579		$	8,480	$	10,247		$	(1,203	)
Cost of services	217,329			178,358			25,077			6,761		8,336			(1,203		)
Gross margin	36,009			27,877			4,502			1,719		1,911			—

Selling, administrative and other operating costs	46,938			28,498			4,372			1,402		12,666			—
Restructuring and severance costs	518			5			228			52		233			—
Operating income (loss)	(11,447		)	(626		)	(98		)	265		(10,988		)	—
Other income (expense), net	(607		)
Income tax benefit	(1,360		)
Net loss	$	(10,694	)

Three Months Ended April 29, 2018
Total North American Staffing International Staffing Corporate and Other (1) Eliminations (2)
Net revenue $ 263,219
$ 218,090
$ 31,904
$ 14,156
$ (931 )
Cost of services 225,918
187,929
27,100
11,820
(931 )
Gross margin 37,301
30,161
4,804
2,336
—

Selling, administrative and other operating costs 42,916
28,586
3,915
10,415
—
Restructuring and severance costs 104
4
71
29
—
Impairment charge 155
—
—
155
—
Operating income (loss) (5,874 )
1,571

818
(8,263 ) —
Other income (expense), net (1,183 )
Income tax provision 630

Net loss $ (7,687 )

Three Months Ended April 30, 2017
Total North American Staffing International Staffing Corporate and Other (1) Eliminations (2)
Net revenue $ 303,005
$ 233,804
$ 30,231
$ 40,532
$ (1,562 )
Cost of services 255,886
199,068
25,670
32,710
(1,562 )
Gross margin 47,119
34,736
4,561
7,822
—

Selling, administrative and other operating costs 51,171
31,634
4,030
15,507
—
Restructuring and severance costs 199
44
—
155
—
Impairment charge 290
—
—
290
—
Gain from divestitures (3,938 ) —
—
(3,938 ) —
Operating income (loss) (603 ) 3,058
531
(4,192 ) —
Other income (expense), net (1,018 )
Income tax benefit (767 )
Net loss $ (854 )

Six Months Ended April 29, 2018
Total North American Staffing International Staffing Corporate and Other (1) Eliminations (2)
Net revenue $ 516,557
$ 424,325
$ 61,483
$ 32,883
$ (2,134 )
Cost of services 443,247
366,287
52,177
26,917
(2,134 )
Gross margin 73,310
58,038
9,306
5,966
—

Selling, administrative and other operating costs 89,854
57,084
8,287
24,483
—
Restructuring and severance costs 622
9
299
314
—
Impairment charge 155
—

—
155
—
Operating income (loss) (17,321 )
945
720
(18,986 ) —
Other income (expense), net (1,790 )
Income tax benefit (730 )
Net loss $ (18,381 )

Six Months Ended April 30, 2017
Total North American Staffing International Staffing Corporate and Other (1) Eliminations (2)
Net revenue $ 616,029
$ 465,669
$ 60,581
$ 92,499
$ (2,720 )
Cost of services 522,020
397,910
51,327
75,503
(2,720 )
Gross margin 94,009
67,759
9,254
16,996
—

Selling, administrative and other operating costs 100,061
61,733
8,071
30,257
—
Restructuring and severance costs 823
140
10
673
—
Impairment charge 290
—
—
290
—
Gain from divestitures (3,938 ) —
—
(3,938 ) —
Operating income (loss) (3,227 ) 5,886
1,173
(10,286 ) —
Other income (expense), net (2,348 )
Income tax benefit (144 )
Net loss $ (5,431 )

(1) Revenues are primarily derived from ~~managed service programs and~~ Volt Customer Care Solutions. ~~In addition, the first half of fiscal 2017 included our previously owned Maintech and quality assurance businesses.~~

(2) The majority of intersegment sales results from North American Staffing providing resources to Volt Customer Care ~~Solutions~~Solutions.

NOTE 13: Subsequent Events

On February 15, 2019, the Company amended the DZ Financing Program to modify certain provisions related to the calculation of reserves used to determine the Company’s borrowing capacity from time to time under the DZ Financing Program. Under these new reserve calculations, the Company anticipates additional daily borrowing capacity, which will enhance overall global liquidity for the Company. This amendment took effect retroactively on January 25, 2019 and ~~our previously owned quality assurance business.~~does not otherwise modify or eliminate any relevant receivables from the terms of the DZ Financing Program.

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

Management’s discussion and analysis (“MD&A”) of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes to enhance the understanding of our results of operations, financial condition and cash flows. This MD&A should be read in conjunction with the MD&A included in our Form 10-K for the fiscal year ended October ~~29, 2017,~~28, 2018, as filed with the SEC on January ~~12, 2018~~9, 2019 (the ~~“2017~~“2018 Form 10-K”). References in this document to “Volt,” “Company,” “we,” “us” and “our” mean Volt Information Sciences, Inc. and our consolidated subsidiaries, unless the context requires otherwise. The statements below should also be read in conjunction with the description of the risks and uncertainties set forth from time to time in our reports and other filings made with the SEC, including under Part I, “Item 1A. Risk Factors” of the ~~2017~~2018 Form 10-K.

Note Regarding the Use of Non-GAAP Financial Measures

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

Special items generally include impairments, restructuring and severance costs, as well as certain income or expenses not indicative of our current or future period performance. In addition, as a result of our Company’s strategic reorganization, which included changes to executive management and the Board of Directors, as well as the ongoing execution of new strategic initiatives, certain charges were identified as “special items” which were not historically common operational expenditures for us. Such charges included professional search fees, certain board compensation and other professional service fees. While we believe that the inclusion of these charges as special items is useful in the evaluation of our results compared to prior periods, we do not anticipate that these items will be included in our Non-GAAP measures in the future.

Segments

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

~~Our current reportable segments are (i)~~During the fourth quarter of fiscal 2018, in accordance with ASC 280, the Company determined that its North American ~~Staffing and (ii) International Staffing. The non-reportable businesses are combined and disclosed with corporate services under the category Corporate and Other.~~

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

Overview

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

As of ~~April 29, 2018,~~January 27, 2019, we employed approximately ~~20,400~~19,400 people, including ~~18,800~~17,900 contingent workers. Contingent workers are on our payroll for the length of their assignment. We operate from ~~100~~85 locations worldwide with approximately ~~87%~~88% of our revenues generated in the United States. Our principal international markets include Europe, Canada and several Asia Pacific locations. The industry is highly fragmented and very competitive in all of the markets we serve.

~~Goodwill~~

We perform our annual impairment test for goodwill during the second quarter of the fiscal year and when a triggering event occurs between annual impairment tests. When testing goodwill, the Company has the option to first assess qualitative factors for reporting units that carry goodwill. International Staffing is the only segment which carries goodwill. The qualitative assessment includes assessing the totality of relevant events and circumstances that affect the fair value or carrying value of the reporting unit. These events and circumstances include macroeconomic conditions, industry and competitive environment conditions, overall financial performance, reporting unit specific events and market considerations. We may also consider recent valuations of the reporting unit, including the magnitude of the difference between the most recent fair value estimate and the carrying value, as well as both positive and adverse events and circumstances, and the extent to which each of the events and circumstances identified may affect the comparison of a reporting unit’s fair value with its carrying value. If the qualitative assessment results in a conclusion that it is more likely~~than not that the fair value of a reporting unit exceeds the carrying value, then no further testing is performed for that reporting unit.~~

When a qualitative assessment is not used, or if the qualitative assessment is not conclusive and it is necessary to calculate fair value of a reporting unit, then the impairment analysis for goodwill is performed at the reporting unit level using a one-step approach (“Step 1”) under Accounting Standards Update 2017-04, ~~Intangibles - Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment~~. In conducting our goodwill impairment testing, we compare the fair value of the reporting unit with goodwill to the carrying value, using various valuation techniques including income (discounted cash flow) and market approaches. The Company believes the blended use of both models compensates for the inherent risk associated with either model if used on a standalone basis, and this combination is indicative of the factors a market participant would consider when performing a similar valuation.

For the fiscal 2018 test performed in the second quarter, we elected to bypass the qualitative assessment and prepared a Step 1 analysis. Our Step 1 analysis used significant assumptions including expected revenue and expense growth rates, forecasted capital expenditures, working capital levels and a discount rate of 12%. Under the market-based approach significant assumptions included relevant comparable company earnings multiples including the determination of whether a premium or discount should be applied to those comparables. During the second quarter of fiscal 2018, it was determined that no adjustment to the carrying value of goodwill of $5.7 million was required as our Step 1 analysis resulted in the fair value of the reporting unit exceeding its carrying value.

Recent Developments

~~The Company announced that President~~On February 15, 2019, we amended the DZ Financing Program to modify certain provisions related to the calculation of reserves used to determine our borrowing capacity from time to time under the DZ Financing Program. Under these new reserve calculations, we anticipate additional daily borrowing capacity, which will enhance overall global liquidity for the Company. This amendment took effect retroactively on January 25, 2019 and ~~Chief Executive Officer Michael Dean left~~does not otherwise modify or eliminate any relevant receivables from the Company and the Board, effective June 6, 2018. The Company also announced that Linda Perneau was appointed Interim Chief Executive Officer, in addition to her role as President of Volt Workforce Solutions. In connection with this development, current director Nick Cyprus was appointed Chairmanterms of the Board and current director William Grubbs was appointed Vice-Chairman. The Company has formed an Executive Management Committee comprised of Linda Perneau, Paul Tomkins (Senior Vice President and Chief Financial Officer), Nancy Avedissian (Senior Vice President and General Counsel), and Ann Hollins (Senior Vice President and Chief Human Resources Officer). The Executive Management Committee will be responsible for the day-to-day operational and corporate management of the Company, and will report directly to the Board of Directors.

DZ Financing Program.

Consolidated Results by Segment


	Three Months Ended April 29, 2018													Three Months Ended January 27, 2019
(in thousands)	Total			North American Staffing		International Staffing		Corporate and Other (1)			Eliminations (2)			Total			North American Staffing			International Staffing		North American MSP		Corporate and Other (1)			Eliminations (2)
Net revenue	$	263,219		$	218,090	$	31,904	$	14,156		$	(931	)	$	253,436		$	211,848		$	26,266	$	8,217	$	7,846		$	(741	)
Cost of services	225,918			187,929		27,100		11,820			(931		)	215,737			181,685			22,138		5,918		6,737			(741		)
Gross margin	37,301			30,161		4,804		2,336			—			37,699			30,163			4,128		2,299		1,109			—

Selling, administrative and other operating costs	42,916			28,586		3,915		10,415			—			39,810			26,278			3,742		1,307		8,483			—
Restructuring and severance costs	104			4		71		29			—			59			(2		)	82		27		(48		)	—
Impairment	155			—		—		155			—
Operating income (loss)	(5,874		)	1,571		818		(8,263		)	—			(2,170		)	3,887			304		965		(7,326		)	—
Other income (expense), net	(1,183		)											(772		)
Income tax provision	630													273
Net loss	$	(7,687	)											$	(3,215	)


	Three Months Ended April 30, 2017													Three Months Ended January 28, 2018
(in thousands)	Total			North American Staffing		International Staffing		Corporate and Other (1)			Eliminations (2)			Total			North American Staffing			International Staffing			North American MSP		Corporate and Other (1)			Eliminations (2)
Net revenue	$	303,005		$	233,804	$	30,231	$	40,532		$	(1,562	)	$	253,338		$	206,235		$	29,579		$	8,480	$	10,247		$	(1,203	)
Cost of services	255,886			199,068		25,670		32,710			(1,562		)	217,329			178,358			25,077			6,761		8,336			(1,203		)
Gross margin	47,119			34,736		4,561		7,822			—			36,009			27,877			4,502			1,719		1,911			—

Selling, administrative and other operating costs	51,171			31,634		4,030		15,507			—			46,938			28,498			4,372			1,402		12,666			—
Restructuring and severance costs	199			44		—		155			—			518			5			228			52		233			—
Impairment charge	290			—		—		290			—
Gain from divestitures	(3,938		)	—		—		(3,938		)	—
Operating income (loss)	(603		)	3,058		531		(4,192		)	—			(11,447		)	(626		)	(98		)	265		(10,988		)	—
Other income (expense), net	(1,018		)											(607		)
Income tax benefit	(767		)											(1,360		)
Net loss	$	(854	)											$	(10,694	)

(2) The majority of intersegment sales results from North American Staffing providing resources to Volt Customer Care Solutions and our previously owned quality assurance business.

Results of Operations Consolidated ~~(Q2 2018~~(Q1 2019 vs. ~~Q2 2017)~~Q1 2018)

Net revenue in the ~~second~~first quarter of fiscal ~~2018 decreased $39.8~~2019 increased $0.1 million, ~~or 13.1%,~~ to ~~$263.2~~$253.4 million from ~~$303.0~~$253.3 million in the ~~second~~first quarter of fiscal ~~2017. Excluding the~~2018. The revenue ~~from~~increase was primarily due to an increase in our quality assurance and Maintech businesses sold during fiscal 2017, net revenue in the second quarter of fiscal 2018 decreased $18.6 million, or 6.6%, from $281.8 million in the second quarter of fiscal 2017. Corporate and Other revenue, in the second quarter of fiscal 2017, included $21.2 million in revenue for these non-core businesses. In addition, North American Staffing segment of $5.6 million offset by a decrease in the remaining reporting segments of $4.3 million and the negative impact of foreign currency fluctuations of $1.2 million. Excluding the impact of foreign currency fluctuations and $0.5 million in revenue ~~decreased $15.7~~from a business exited, revenue increased $1.8 million, or ~~6.7%~~0.7%.

Operating loss in the ~~second~~first quarter of fiscal ~~2018 increased $5.3~~2019 decreased $9.2 million, to ~~$5.9~~$2.2 million from ~~$0.6~~$11.4 million in the ~~second~~first quarter of fiscal 2017. Excluding the gain on the sale on Maintech of $3.9 million in the second quarter of fiscal 2017 and $1.3 million in operating income reported by the non-core businesses sold, operating loss in second quarter of fiscal 2018 increased $0.1 million, or 1.3%, from $5.8 million in the second quarter of fiscal 2017.2018. This ~~increase~~decrease in operating loss was primarily the result of ~~a decline~~improvements in our North American Staffing ~~operating income offset by~~segment of $4.5 million, North American MSP segment of $0.7 million and International Staffing segment of $0.4 million. In addition, the Corporate and Other category improved $3.6 million primarily as a result of reductions in ~~Corporate~~corporate support costs.

Results of Operations by Segment ~~(Q2 2018~~(Q1 2019 vs. ~~Q2 2017)~~Q1 2018)

Net Revenue

The North American Staffing segment revenue ~~decreased $15.7~~increased $5.6 million, or ~~6.7%~~2.7%, in the first quarter of fiscal 2019. The year over year increase in revenue improved from a decline of 11.1% in the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017.

This increase was driven by ~~lower~~increased demand from customers in ~~both~~our light industrial job category partially offset by decreases from customers in our professional and ~~commercial~~administrative and office job families, as well as a significant change in a transportation manufacturing customer's contingent labor strategy in the latter part of fiscal 2017. The segment's revenue was also impacted by other customers experiencing decreased demand for their services and changes in their staffing models, offsetting revenue growth from new and existing customers.categories.

International Staffing segment revenue ~~increased $1.7~~decreased $3.3 million, or ~~5.5%; however, excluding~~11.2%, in the first quarter of fiscal 2019. Excluding the impact of foreign exchange rate fluctuations of $1.2 million and $0.5 million in revenue from a business exited, revenue declined ~~$1.9~~$1.6 million, or ~~5.6%. The decline was~~5.8%, primarily ~~driven by an economic downturn and~~due to lower demand in the United Kingdom offset by ~~strong~~ growth in Belgium and ~~Singapore.~~France.

The North American MSP segment revenue decreased $0.3 million, or 3.1%, due to the loss of several programs in early fiscal 2018 offset by new contracts and program expansions in the latter half of the year.

The Corporate and Other category revenue ~~decreased by $26.3~~decrease of $2.4 million was primarily attributable to ~~the absence of~~our customer care solutions revenue in the second quarter of fiscal 2018 from the sale of non-core businesses in March and October of fiscal 2017. These non-core businesses included our quality assurance and Maintech businesses which reported revenue of $14.8 million and $6.4 million, respectively. In addition, our North American MSP revenue declined $3.0 milliondecline due to ~~winding down of certain programs and our Volt Customer Care Solution revenue declined $2.1 million due to normal fluctuations in call center activity.~~

~~Cost of Services and Gross Margin~~

Cost of services in the second quarter of fiscal 2018 decreased $30.0 million, or 11.7%, to $225.9 million from $255.9 million in the second quarter of fiscal 2017. This decrease was primarily the result of fewer staff on assignment, consistent with the related decrease in revenue. Gross margin as a percent of revenue in the second quarter of fiscal 2018 decreased to 14.2% from 15.6% in the second quarter of fiscal 2017. Our North American Staffing segment margins declined due to competitive pricing pressure and a higher mix of larger price-competitive customers and our Volt Customer Care Solutions margins declined as a result of higher non-billable training costs. In addition, the decrease in gross margin as a percent of revenue was due in part to the sale of non-core businesses in fiscal 2017. Excluding these businesses, gross margin decreased to 14.2% in the second quarter of fiscal 2018 from 15.2% in the second quarter of fiscal 2017. These declines were partially offset by improved margins from our North American MSP business.

~~Selling, Administrative and Other Operating Costs~~

Selling, administrative and other operating costs in the second quarter of fiscal 2018 decreased $8.3 million, or 16.1%, to $42.9 million from $51.2 million in the second quarter of fiscal 2017. This decrease was primarily due to on-going cost reductions in all areas of the business and favorable medical claims experience as well as costs attributed to the previously-owned quality assurance and Maintech businesses of $3.0 million. As a percent of revenue, these costs were 16.3% and 16.9% in the second quarter of fiscal 2018 and 2017, respectively. Excluding the $3.0 million from the sale of non-core businesses, selling, administrative and other operating costs decreased $5.2 million, or 10.8%.

~~Impairment Charge~~

In the second quarter of fiscal 2018, the Company made the decision to forgo future use of a previously purchased reporting software tool, which resulted in an impairment charge of $0.2 million. In the second quarter of fiscal 2017, the Company determined that a previously purchased software module would not be used as part of the new back-office financial suite, which resulted in an impairment charge of $0.3 million.

~~Gain from Divestitures~~

In the second quarter of fiscal 2017, we completed the sale of Maintech to Maintech Holdings LLC, a newly formed holding company and affiliate of Oak Lane Partners, LLC and recognized a gain on the sale of $3.9 million.

~~Other Income (Expense), net~~

Other expense in the second quarter of fiscal 2018 increased $0.2 million, or 16.2%, to $1.2 million from $1.0 million in the second quarter of fiscal 2017, primarily related to non-cash net foreign exchange loss on intercompany balances partially offset by lower interest and borrowing costs as a result of a new financing program.

~~Income Tax Provision (Benefit)~~

Income taxes amounted to a provision of $0.6 million in the second quarter of fiscal 2018 and a benefit of $0.8 million in the second quarter of fiscal 2017. The provision in the second quarter of fiscal 2018 primarily related to locations outside of the United States. The benefit in the second quarter of fiscal 2017 primarily related to favorable IRS audit results and the release of $1.3 million in uncertain tax positions related to the closure of the IRS audit and associated state audits partially offset by provisions primarily related to locations outside of the United States.

~~Consolidated Results by Segment~~

Six Months Ended April 29, 2018
(in thousands) Total North American Staffing International Staffing Corporate and Other (1) Eliminations (2)
Net revenue $ 516,557
$ 424,325
$ 61,483
$ 32,883
$ (2,134 )
Cost of services 443,247
366,287
52,177
26,917
(2,134 )
Gross margin 73,310
58,038
9,306
5,966
—

Selling, administrative and other operating costs 89,854
57,084
8,287
24,483
—
Restructuring and severance costs 622
9
299
314
—
Impairment charge 155
—
—
155
—
Operating income (loss) (17,321 ) 945
720
(18,986 ) —
Other income (expense), net (1,790 )
Income tax benefit (730 )
Net loss $ (18,381 )

Six Months Ended April 30, 2017
(in thousands) Total North American Staffing International Staffing Corporate and Other (1) Eliminations (2)
Net revenue $ 616,029
$ 465,669
$ 60,581
$ 92,499
$ (2,720 )
Cost of services 522,020
397,910
51,327
75,503
(2,720 )
Gross margin 94,009
67,759
9,254
16,996
—

Selling, administrative and other operating costs 100,061
61,733
8,071
30,257
—
Restructuring and severance costs 823
140
10
673
—
Impairment charge 290
—
—
290
—
Gain from divestitures (3,938 ) —
—
(3,938 ) —
Operating income (loss) (3,227 ) 5,886
1,173
(10,286 ) —
Other income (expense), net (2,348 )
Income tax benefit (144 )
Net loss $ (5,431 )

(1) Revenues are primarily derived from managed service programs and Volt Customer Care Solutions. In addition, the first half of fiscal 2017 included our previously owned Maintech and quality assurance businesses.

~~(2) The majority of intersegment sales results from North American Staffing providing resources to Volt Customer Care Solutions and our previously owned quality assurance business.~~

~~Results of Operations Consolidated (Q2 2018 YTD vs. Q2 2017 YTD)~~

Net revenue in the first six months of fiscal 2018 decreased $99.4 million, or 16.1%, to $516.6 million from $616.0 million in the first six months of fiscal 2017. Excluding the revenue from our quality assurance and Maintech businesses sold during fiscal 2017, net revenue in the first six months of fiscal 2018 decreased $46.2 million, or 8.2%, from $562.8 million in the first six months of fiscal

2017. Corporate and Other revenue, in the first six months of fiscal 2017, included $53.2 million in revenue from these non-core businesses. In addition, North American Staffing segment revenue decreased $41.4 million, or 8.9%.

Operating loss in the first six months of fiscal 2018 increased $14.1 million, to $17.3 million from $3.2 million in the first six months of fiscal 2017. Excluding the gain on the sale on Maintech of $3.9 million in the first six months of fiscal 2017 and $4.8 million in operating income reported by the non-core businesses sold, operating loss in the first six months of fiscal 2018 increased $5.4 million, or 45.7%, from $11.9 million in the first six months of fiscal 2017. This increase in operating loss was primarily the result of a $4.9 million decrease in North American Staffing segment's operating income.

~~Results of Operations by Segment (Q2 2018 YTD vs. Q2 2017 YTD)~~

~~Net Revenue~~

~~North American Staffing segment revenue decreased $41.4 million, or 8.9% driven by~~ lower demand ~~from customers in both~~at our professional and commercial job families, as well as a significant change in a transportation manufacturing customer’s contingent labor strategy in the latter part of fiscal 2017. The segment's revenue was also impacted by other customers experiencing decreased demand for their services and changes in their staffing models, offsetting revenue growth from new and existing customers.

International Staffing segment revenue increased $0.9 million, or 1.5% driven by the impact of foreign exchange rate fluctuations of $6.1 million. On a constant currency basis, International Staffing revenue decreased by $5.1 million, or 7.6%, primarily due to an economic downturn and lower demand in the United Kingdom offset by strong growth in Belgium and Singapore.

The Corporate and Other category revenue decreased $59.6 million primarily attributable to the absence of revenue in the second quarter of fiscal 2018 from the sale of non-core businesses in March and October of fiscal 2017. These non-core businesses included our quality assurance and Maintech businesses which reported revenue of $29.9 million and $23.3 million, respectively. In addition, our North American MSP revenue declined $3.7 million due to winding down of certain programs and our Volt Customer Care Solutions revenue declined $2.7 million due to normal fluctuations in call ~~center activity.~~center.

Cost of Services and Gross Margin

Cost of services in the first ~~six months~~quarter of fiscal ~~2018~~2019 decreased ~~$78.8~~$1.6 million, or ~~15.1%~~0.7%, to ~~$443.2~~$215.7 million from ~~$522.0~~$217.3 million in the first ~~six months~~quarter of fiscal ~~2017. This decrease was primarily the result of fewer staff on assignment, consistent with the related decrease in revenue.~~2018. Gross margin as a percent of revenue in the first ~~six months~~quarter of fiscal ~~2018 decreased~~2019 increased to ~~14.2%~~14.9% from ~~15.3%~~14.2% in the first ~~six months~~quarter of fiscal ~~2017.~~2018. Our North American Staffing segment margins ~~declined due~~improved as a result of a reduction in California unemployment tax rates, improved workers compensation experience and revisions to ~~competitive pricing pressure and~~contingent worker benefit offerings partially offset by a higher mix of larger price-competitive ~~customers.~~customers and competitive pricing pressure. In addition, ~~the decrease in gross margin as a percent of revenue was in part~~our North American MSP segment margins increased primarily due to ~~the sale~~a higher mix of non-core businesses in fiscal 2017. Excluding these businesses, gross margin in the first six months of fiscal 2018 decreased to 14.2% from 14.7% in the first six months of fiscal 2017. These declines weremanaged service revenue. This improvement was partially offset by lower margins from our Volt Customer Care Solutions ~~margins increase~~driven by lower headcount from reduced client demand as ~~a result of a change in the overall mix~~well as higher expenses due to ~~higher bill rate tiers and improved margins from our North American MSP business.~~upgraded call center equipment.

Selling, Administrative and Other Operating Costs

Selling, administrative and other operating costs in the first ~~six months~~quarter of fiscal ~~2018~~2019 decreased ~~$10.2~~$7.1 million, or ~~10.2%~~15.2%, to ~~$89.9~~$39.8 million from ~~$100.1~~$46.9 million in the first ~~six months~~quarter of fiscal ~~2017. This~~2018. The decrease was primarily due to on-going cost reductions in all areas of the business, including $3.2 million in labor costs due to lower headcount, $0.6 million in travel expenses and ~~favorable medical claims experience as well as costs attributed to the previously-owned quality assurance~~$0.6 million in facility related costs. In addition, legal and ~~Maintech businesses of $6.4 million. These decreases~~consulting fees were ~~partially offset by higher legal fees as well as higher depreciation and software license expenses~~$1.1 million lower primarily related to ~~completion of~~corporate and cost-efficiency initiatives in the first ~~phase~~quarter of ~~the upgrade of our back-office financial suite and information technology tools.~~fiscal 2018. As a percent of revenue, these costs were ~~17.4%~~15.7% and ~~16.2%~~18.5% in the first ~~six months~~quarters of fiscal 2019 and 2018, ~~and 2017,~~ respectively. ~~Excluding the $6.4 million from the sale of non-core businesses, selling, administrative and other operating costs decreased $3.8 million, or 4.1%.~~

~~Impairment Charge~~

In the first six months of fiscal 2018, the Company made the decision to forgo future use of a previously purchased reporting software tool, which resulted in an impairment charge of $0.2 million. In the first six months of fiscal 2017, the Company determined that a previously purchased software module would not be used as part of the new back-office financial suite, which resulted in an impairment charge of $0.3 million.

~~Gain from Divestitures~~

Other Income (Expense), net

Other expense in the first ~~six months~~quarter of fiscal ~~2018 decreased $0.5~~2019 increased $0.2 million, or ~~23.8%~~27.2%, to ~~$1.8~~$0.8 million from ~~$2.3~~$0.6 million in the first ~~six months~~quarter of fiscal ~~2017, primarily~~2018, related to decreased non-cash foreign exchange gains primarily on intercompany balances partially offset by lower ~~interest and borrowing costs as a result~~amortization of ~~a new~~deferred financing ~~program.~~fees.

Income Tax ~~Benefit~~Provision (Benefit)

~~Income~~The income tax ~~amounted to a benefit~~provision of ~~$0.7~~$0.3 million in the first ~~six months~~quarter of fiscal 2018 and $0.1 million in the first six months of fiscal 2017. The benefit in the first six months of fiscal 2018 relates to a $1.1 million reversal of reserves on uncertain tax provisions partially offset by a provision2019 was primarily related to locations outside of the United States. The income tax benefit of $1.4 million in the first ~~six months~~quarter of fiscal ~~2017 relates~~2018 was primarily due to ~~favorable IRS audit results and~~ the ~~release~~reversal of ~~$1.3 million in~~reserves on uncertain tax ~~positions related to~~provisions that expired during the ~~closure~~first quarter of ~~the IRS audit and associated state audits partially offset by a provision primarily related to locations outside of the United States.~~fiscal 2018.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flows from operations and proceeds from our financing arrangements with DZ Bank AG Deutsche Zentral-Genossenschafsbank (“DZ Bank”) and with PNC Bank, National Association (“PNC Bank”) until the termination of the PNC Financing Program in January 2018. Borrowing capacity under these arrangements is directly impacted by the level of accounts receivable which fluctuates during the year due to seasonality and other factors. Our business is subject to seasonality with our fiscal first quarter billings typically the lowest due to the holiday season and generally increasing in the fiscal third and fourth quarters when our customers increase the use of contingent labor. Generally, the first and fourth quarters of our fiscal year are the strongest for operating cash flows. Our operating cash flows consist primarily of collections of customer receivables offset by payments for payroll and related items for our contingent staff and in-house employees; federal, foreign, state and local taxes; and trade payables. We generally provide customers with 3015 - 45 day credit terms, with few extenuating exceptions, ~~to 60 days,~~ while our payroll and certain taxes are paid weekly.

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

Capital Allocation

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

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

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

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

~~Returning capital to shareholders.~~ ~~Part of our strategy is to return capital to our shareholders when circumstances permit in connection with share buybacks; and~~

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

Recent Initiatives to Improve Operating Income, Cash Flows and Liquidity

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

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

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

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

In March 2017, we completed the sale of Maintech and received gross proceeds of $18.3 million. The net proceeds from the transaction amounted to $13.1 million after certain transaction related fees and expenses and repayment of loan balances.

In February 2017, the IRS approved the federal portion of the IRS refund from the filing of our amended tax returns for our fiscal years 2004 through 2010. As of January 28, 2018, we have received all of the federal and corresponding state refunds.

Entering fiscal ~~2018,~~2019, we have significant tax benefits including federal net operating loss carryforwards of ~~$155.7~~$187.5 million and U.S. state net operating loss carryforwards of ~~$195.2~~$224.1 million as well as federal tax credits of ~~$48.2~~$51.3 million, which are fully reserved with a valuation ~~allowance, which we will be able to utilize~~allowance. Such loss carryforwards and credits are available for utilization against future corporate income tax ~~resulting~~that may result from our strategic initiatives. We also have capital loss carryforwards of ~~$13.5~~$12.9 million, which we will be able to utilize against potential future capital gains that may arise in the near future.

As previously ~~discussed,~~noted, we continue to add functionality to our underlying ITinformation technology systems and to improve our competitiveness in the marketplace. Through our strategy of improving efficiency in all aspects of our operations, we believe we can realize organic growth opportunities, reduce costs and increase profitability. ~~Additionally,~~During fiscal 2018, we also took certain restructuring actions that will improve selling, general and administrative costs by approximately $13.5 million in annualized savings. This is due in part from efficiencies gained from our ~~cost~~information technology investment, as well as additional headcount reduction ~~actions~~and lease termination initiatives taken ~~in fiscal 2016 and 2017 will result in net annualized labor savings of approximately $17.0 million.~~under our 2018 Plan. Consistent with our ongoing strategic efforts, cost savings will be used to strengthen our operations.

Liquidity Outlook and Further Considerations

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

At ~~April 29, 2018,~~January 27, 2019, the Company had outstanding borrowings under the DZ Financing Program of ~~$50.0~~$55.0 million, borrowing availability, as defined, under the DZ Financing Program of ~~$32.9~~$31.1 million and global liquidity of ~~$59.4~~$54.7 million.

~~We are subject to certain financial and portfolio performance covenants under our~~On January 4, 2019, we amended the DZ Financing ~~Program, including a minimum tangible net worth~~Program. Key changes to the program were to: (1) extend the term of the program to January 25, 2021; (2) revise an existing financial covenant to maintain Tangible Net Worth (as defined under the DZ Financing Program) of at least $30.0 million through fiscal 2019, which will revert back to $40.0 million in fiscal 2020; (3) revise an existing covenant to maintain positive net income in any fiscal year ending after 2019; and (4) increase the eligibility threshold for obligors with payment terms in excess of 60 days from 2.5% to 10.0%, which will add flexibility and borrowing capacity for the Company. All other material terms and conditions remain substantially unchanged.

On February 15, 2019, ~~maximum debt~~we amended the DZ Financing Program to ~~tangible net worth ratio~~modify certain provisions related to the calculation of ~~3:1~~reserves used to determine our borrowing capacity from time to time under the DZ Financing Program. Under these new reserve calculations, we anticipate additional daily borrowing capacity, which will enhance overall global liquidity for the Company. This amendment took effect retroactively on January 25, 2019 and ~~a minimum~~does not otherwise modify or eliminate any relevant receivables from the terms of ~~$15.0 million in liquid assets, as defined.~~the DZ Financing Program.

Our DZ Financing Program is subject to termination under certain events of default such as breach of covenants, including the aforementioned financial covenants. At ~~April 29, 2018,~~January 27, 2019, we were in compliance with all debt covenants. We believe, based on our ~~2018~~2019 plan, we will continue to be able to meet our financial covenants.

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


Global Liquidity
	April 30, 2017		July 30, 2017		October 29, 2017		January 28, 2018		April 29, 2018		June 1, 2018		January 28, 2018		April 29, 2018		July 29, 2018		October 28, 2018		January 27, 2019
Cash and cash equivalents (a)	$	20,743	$	16,357	$	37,077	$	53,868	$	34,177			$	53,868	$	34,177	$	29,929	$	24,763	$	32,925

Total outstanding debt	$	90,000	$	100,000	$	50,000	$	80,000	$	50,000	$	50,000	$	80,000	$	50,000	$	50,000	$	50,000	$	55,000

Cash in banks (b) (c)	$	24,080	$	18,981	$	40,685	$	57,262	$	26,443	$	18,992
PNC Financing Program	31,837		14,445		54,129		—		—		—
DZ Financing Program (d)	—		—		—		21,528		32,943		27,575
Cash in banks (b)(c)													$	57,262	$	26,443	$	22,454	$	17,685	$	23,646
DZ Financing Program (d)													21,528		32,943		30,280		38,302		31,072
Global liquidity	55,917		33,426		94,814		78,790		59,386		46,567		78,790		59,386		52,734		55,987		54,718
Minimum liquidity threshold (e)	25,000		25,000		40,000		15,000		15,000		15,000
Minimum liquidity threshold													15,000		15,000		15,000		15,000		15,000
Available liquidity	$	30,917	$	8,426	$	54,814	$	63,790	$	44,386	$	31,567	$	63,790	$	44,386	$	37,734	$	40,987	$	39,718


a.	Per financial statements.


b.	~~Balance~~Per financial statements. Amount generally includes outstanding checks.


c.	As of ~~April 29, 2018,~~January 27, 2019, amounts in the USB collections account are excluded from cash in banks as the balance is included in the borrowing availability under the DZ Financing Program. As of ~~April 29, 2018,~~January 27, 2019, the balance in the USB collections account included in the DZ Financing Program availability was ~~$5.6~~$7.9 million.


d.	The DZ Financing Program ~~excluded~~excludes accounts receivable from the United Kingdom. ~~The Company expects to add these receivables to the program within fiscal 2018.~~


e.	~~At October 29, 2017, the minimum liquidity threshold included as borrowing base block of $35.0 million.~~

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

Six Months Ended
April 29, 2018 April 30, 2017
Net cash provided by operating activities $ 276
$ 11,799
Net cash provided by (used in) investing activities (1,134 ) 9,431
Net cash used in financing activities (1,471 ) (7,783 )
Effect of exchange rate changes on cash and cash equivalents (571 ) 910
Net increase (decrease) in cash and cash equivalents $ (2,900 ) $ 14,357



	Three Months Ended
	January 27, 2019			January 28, 2018
Net cash provided by operating activities	$	1,960		$	13,029
Net cash used in investing activities	(1,767		)	(253		)
Net cash provided by financing activities	4,860			28,673
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(429		)	112
Net increase in cash, cash equivalents and restricted cash	$	4,624		$	41,561

Cash Flows - Operating Activities

The net cash provided by operating activities in the ~~six~~first three months ended ~~April 29, 2018~~January 27, 2019 was ~~$0.3~~$2.0 million, a decrease of ~~$11.5~~$11.0 million from net cash provided by operating activities of $13.0 million in the ~~same period in fiscal 2017.~~first three months ended January 28, 2018. This decrease resulted primarily from a ~~decrease in income taxes due to a receipt~~lower amount of ~~an IRS refund in 2017, an increase in net loss, partially offset by an increase in~~ cash provided by operating assets and liabilities, primarily from accounts receivable ~~restricted cash,~~and other assets ~~and accrued expenses and other liabilities, partially~~ offset by ~~accounts payable.~~a decrease in net loss.

Cash Flows - Investing Activities

The net cash used in investing activities in the ~~six~~first three months ended ~~April 29, 2018~~January 27, 2019 was ~~$1.1~~$1.8 million, principally ~~from~~for purchases of property, equipment and software of ~~$1.3 million relating to our investment in updating our business processes, back-office financial suite and information technology tools.~~$1.7 million. The net cash ~~provided by~~used in investing activities in the ~~six~~first three months ended ~~April 30, 2017~~January 28, 2018 was ~~$9.4~~$0.3 million ~~principally proceeds from~~for the ~~sale of Maintech of $15.2 million, partially offset by the purchase~~purchases of property, equipment and software of ~~$6.4 million relating to our investment in updating our business processes, back-office financial suite and information technology tools.~~

$0.3 million.

Cash Flows - Financing Activities

The net cash ~~used in~~provided by financing activities in the ~~six~~first three months ended ~~April 29, 2018~~January 27, 2019 was ~~$1.5~~$4.9 million ~~mainly due to debt issuance costs~~as a result of ~~$1.4 million.~~a $5.0 million net draw down of borrowings under the DZ Financing Program. The net cash ~~used in~~provided by financing activities in the ~~six~~first three months ended ~~April 30, 2017~~January 28, 2018 was ~~$7.8~~$28.7 million ~~mainly for~~as a result of entering into the DZ Financing Program and exiting the arrangement with PNC Bank. These transactions included net ~~repayment of~~ borrowings of ~~$7.1 million.~~$30.0 million primarily used to temporarily collateralize letters of credit until the letters of credit were established with DZ Bank on January 31, 2018.

Financing Program

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

~~Under~~ The size of the DZ Financing Program may be increased with the approval of DZ Bank.

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

On January 4, 2019, we amended the DZ Financing Program. Key changes to the program were to: (1) extend the term of the program to January 25, 2021; (2) revise an existing financial covenant to maintain Tangible Net Worth (as defined under the DZ Financing Program) of at least $30.0 million through fiscal 2019, which will revert back to $40.0 million in fiscal 2020; (3) revise an existing covenant to maintain positive net income in any fiscal year ending after 2019; and (4) increase the eligibility threshold for obligors with payment terms in excess of 60 days from 2.5% to 10.0%, which will add flexibility and borrowing capacity for the Company. All other material terms and conditions remain substantially unchanged.

On February 15, 2019, we amended the DZ Financing Program to modify certain provisions related to the calculation of reserves used to determine our borrowing capacity from time to time under the DZ Financing Program. Under these new reserve calculations, we anticipate additional daily borrowing capacity, which will enhance overall global liquidity for the Company. This amendment took effect retroactively on January 25, 2019 and does not otherwise modify or eliminate any relevant receivables from the terms of the DZ Financing Program.

Loan advances may be made under the DZ Financing Program through January 25, ~~2020~~2021 and all loans will mature no later than July 25, ~~2020.~~2021. Loans will accrue interest (i) with respect to loans that are funded through the issuance of commercial paper notes, at the CP rate, and (ii) otherwise, at a rate per annum equal to adjusted LIBOR. The CP rate will be based on the rates paid by the applicable lender on notes it issues to fund related loans. Adjusted LIBOR is based on LIBOR for the applicable interest period and the rate prescribed by the Board of Governors of the Federal Reserve System for determining the reserve requirements with respect to Eurocurrency funding. If an event of default occurs, all loans shall bear interest at a rate per annum equal to the prime rate (the federal funds rate plus 3%) plus 2.5%.

The DZ Financing Program also includes a letter of credit sub-facility with a sub-limit of $35.0 million. ~~The size of the DZ Financing Program may be increased with the approval of DZ Bank.~~ As of ~~April 29, 2018,~~January 27, 2019, the letter of credit participation was ~~$24.6~~$24.8 million inclusive of $23.5 million for the Company’s casualty insurance program, ~~and~~ $1.1 million for the security deposit required under ~~the~~certain real estate lease ~~agreements.~~agreements and $0.2 million for the Company's corporate credit card program. The Company used $30.0 million of funds available under the DZ Financing Program to temporarily collateralize the letters of credit, until the letters of credit were established with DZ Bank on January 31, 2018.

We are subject to certain financial and portfolio performance covenants under our DZ Financing ~~Program, including a minimum tangible net worth of $40.0 million, positive net income in fiscal year~~Program. At January 27, 2019, ~~maximum debt to tangible net worth ratio of 3:1 and a minimum of $15.0 million in liquid assets, as defined. At April 29, 2018,~~ we were in compliance with all debt covenants.

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

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

On January 11, 2018, we entered into Amendment No. 10 to the PNC Financing Program, which gave us the option to extend the termination date of the program from January 31, 2018 to March 2, 2018, and amended the financial covenant requiring the

Company to meet the minimum earnings before interest and taxes levels for ~~the~~ fiscal quarter ended October 29, 2017. All other material terms and conditions remained substantially unchanged, including interest rates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in this section should be read in conjunction with the information on financial market risk related to non-U.S. currency exchange rates, changes in interest rates and other financial market risks in Part II, Item 7A., “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended October ~~29, 2017.~~28, 2018.

Market risk is the potential economic gain or loss that may result from changes in market rates and prices. In the normal course of business, the Company’s earnings, cash flows and financial position are exposed to market risks relating to the impact of interest rate changes and foreign currency exchange rate ~~fluctuations and changes in the market value of financial instruments.~~fluctuations. We limit these risks through risk management policies and procedures.

Interest Rate Risk

We centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences and overall financing strategies. At ~~April 29, 2018,~~January 27, 2019, we had cash and cash equivalents on which interest income is earned at variable rates. At ~~April 29, 2018,~~January 27, 2019, we had a long-term $115.0 million accounts receivable securitization program, which can be increased subject to credit approval from DZ Bank, to provide additional liquidity to meet our short-term financing needs.

The interest rates on these borrowings and financings are variable and, therefore, interest and other expense and interest income are affected by the general level of U.S. and foreign interest rates. ~~We consider the use of derivative instruments to hedge interest rate risk; however, as of April 29, 2018, we did not utilize any of these instruments as they were not considered to be cost effective.~~ Based upon the current levels of cash invested ~~notes payable to banks~~ and utilization of the securitization program, on a short-term basis, a hypothetical 1-percentage-point increase orin interest rates would have increased net interest expense by $0.1 million and a hypothetical 1-percentage-point decrease in interest rates would have ~~minimal impact~~decreased net interest expense by $0.1 million in the ~~second~~first quarter of fiscal ~~2018.~~2019.

Foreign Currency Risk

We have operations in several foreign countries and conduct business in the local currency in these countries. As a result, we have risk associated with currency fluctuations as the value of foreign currencies fluctuates against the dollar, in particular the British Pound, Euro, Canadian Dollar and Indian Rupee. These fluctuations impact reported earnings.

Fluctuations in currency exchange rates also impact the U.S. dollar amount of our net investment in foreign operations. The assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at the fiscal period balance sheet date. Income and ~~expense~~expenses accounts are translated at an average exchange rate during the year which approximates the rates in effect at the transaction dates. The resulting translation adjustments are recorded in stockholders’ equity as a component of Accumulated other comprehensive loss. The U.S. dollar weakened relative to many foreign currencies as of ~~April 29, 2018~~January 27, 2019 compared to October ~~29, 2017.~~28, 2018. Consequently, stockholders’ equity increased by ~~$0.5~~$0.2 million as a result of the foreign currency translation as of ~~April 29, 2018.~~January 27, 2019.

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 ~~April 29, 2018~~January 27, 2019 would result in an approximate ~~$3.0~~$2.1 million positive translation adjustment recorded in Accumulated other comprehensive loss within stockholders’ equity. Conversely, a hypothetical 10% appreciation of the U.S. dollar as compared to these currencies as of ~~April 29, 2018~~January 27, 2019 would result in an approximate ~~$3.0~~$2.1 million negative translation adjustment recorded in Accumulated other comprehensive loss within stockholders’ equity. We do not use derivative instruments for trading or other speculative purposes.

~~Equity Risk~~

Our investments are exposed to market risk as it relates to changes in the market value. We hold investments primarily in mutual funds for the benefit of participants in our non-qualified deferred compensation plan, and changes in the market value of these investments result in offsetting changes in our liability under the non-qualified deferred compensation plans as the employees realize the rewards and bear the risks of their investment selections. At April 29, 2018, the total market value of these investments was $3.2 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”), which are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~Interim~~ Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, Volt’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and Volt’s management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Volt has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of Volt’s management, including its ~~Interim~~ Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Volt’s disclosure controls and procedures. Based upon their evaluation and subject to the foregoing, the ~~Interim~~ Chief Executive Officer and Chief Financial Officer concluded that Volt’s disclosure controls and procedures were effective.

There have been no significant changes in Volt’s internal controls over financial reporting that occurred during the fiscal quarter ended ~~April 29, 2018~~January 27, 2019 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

Since our ~~2017~~2018 Form 10-K, there have been no material developments in the material legal proceedings in which we are involved.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the ~~2017 10-K,~~2018 Form10-K, which could materially affect the Company’s business, financial position and results of operations. There are no material changes from the risk factors set forth in Part I, “Item 1A. Risk Factors” in the ~~2017 10-K.~~2018 Form10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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



Exhibits		Description

3.1		Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2015 filed June 10, 2015; File No. 001-09232)

3.2		Amended and Restated By-Laws of the Company, as amended through September 7, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 12, 2017; File No. 001-9232)

10.1		~~Employment~~Amendment No. 3 dated February 15, 2019 to the Receivables Loan and Security Agreement dated ~~February 12,~~as of January 25, 2018, ~~between~~among Volt Funding II, LLC, as borrower, Volt Information Sciences, Inc., as servicer, the lenders and letter of credit participants party thereto from time to time, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, as agent, and Autobahn Funding Company LLC and ~~Linda Perneau~~DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, as letter of credit issuers (incorporated by reference to Exhibit ~~10.5~~10.1 to the ~~Company's Quarterly~~Company’s Current Report on Form ~~10-Q~~8-K filed ~~March 7, 2018;~~February 20, 2019; File No. ~~001-09232)~~001-9232)

31.1		Certification of ~~Interim~~ 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 ~~Interim~~ 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

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 7, 2018~~March 6, 2019	By:		/s/ Linda Perneau
		Linda Perneau
		President and Chief Executive Officer (Principal Executive Officer)

Date: March 6, 2019	By:		/s/ Paul Tomkins
		Paul Tomkins
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~June 7, 2018~~March 6, 2019	By:		/s/ Leonard Naujokas
		Leonard Naujokas
		Controller and Chief Accounting Officer (Principal Accounting Officer)

2829



	Six Months Ended April 29, 2018
	Total			North American Staffing		International Staffing		Corporate and Other (1)			Eliminations (2)
Net revenue	$	516,557		$	424,325	$	61,483	$	32,883		$	(2,134	)
Cost of services	443,247			366,287		52,177		26,917			(2,134		)
Gross margin	73,310			58,038		9,306		5,966			—

Selling, administrative and other operating costs	89,854			57,084		8,287		24,483			—
Restructuring and severance costs	622			9		299		314			—
Impairment charge	155			—		—		155			—
Operating income (loss)	(17,321		)	945		720		(18,986		)	—
Other income (expense), net	(1,790		)
Income tax benefit	(730		)
Net loss	$	(18,381	)



	Six Months Ended April 30, 2017
	Total			North American Staffing		International Staffing		Corporate and Other (1)			Eliminations (2)
Net revenue	$	616,029		$	465,669	$	60,581	$	92,499		$	(2,720	)
Cost of services	522,020			397,910		51,327		75,503			(2,720		)
Gross margin	94,009			67,759		9,254		16,996			—

Selling, administrative and other operating costs	100,061			61,733		8,071		30,257			—
Restructuring and severance costs	823			140		10		673			—
Impairment charge	290			—		—		290			—
Gain from divestitures	(3,938		)	—		—		(3,938		)	—
Operating income (loss)	(3,227		)	5,886		1,173		(10,286		)	—
Other income (expense), net	(2,348		)
Income tax benefit	(144		)
Net loss	$	(5,431	)