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FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 30, 2016
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Commission File Number: 001-09232
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New York
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13-5658129
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1133 Avenue of the Americas, New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock $0.10 Par Value
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NYSE MKT LLC
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
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Smaller reporting company
o
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(Do not check if a smaller
reporting company)
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Page
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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•
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competition within the staffing industry which has few significant barriers to entry;
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•
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weak economic and uncertain business conditions;
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•
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failure to comply with restrictive financial covenants;
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•
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inability to renew our Financing Program or obtain a suitable replacement financing arrangement;
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failure to implement strategic information technology projects;
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•
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employment-related claims, client-indemnification claims and other claims from clients and third parties;
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•
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litigation costs;
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•
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improper disclosure of sensitive or confidential employee or customer data;
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•
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inability to maintain effective internal controls over financial reporting;
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•
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new and increased government regulation, employment costs and taxes;
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•
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foreign currency fluctuations and other global business risks;
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•
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fluctuations in interest rates and turmoil in the financial markets;
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•
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contracts either provide no minimum purchase requirements, or are cancellable during the term or both;
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•
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the loss of major customers;
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•
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inability to attract and maintain quality personnel;
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•
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inability to implement new business initiatives;
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•
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failure to keep pace with rapid changes in technology;
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•
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loss of high quality personnel and members of management;
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•
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inability to retain acceptable insurance coverage limits at a commercially reasonable cost and terms;
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•
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unexpected changes in workers' compensation and other insurance plans;
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•
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information technology systems are vulnerable to damage and interruption;
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•
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health care reform and future changes to it;
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•
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impairment charges relating to our goodwill and long-lived assets;
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•
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volatility of stock price and related ability of investors to resell their shares at or above the purchase price;
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•
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significant percentage of common stock owned by shareholders and their ability to exercise significant influence over the Company;
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•
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potential proxy contest for the election of directors at our annual meeting; and
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•
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New York State law and our Articles of Incorporation and By-laws contain provisions that could make a takeover of the Company more difficult.
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ITEM 1.
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BUSINESS
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•
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North American Staffing
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•
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International Staffing
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•
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Technology Outsourcing Services and Solutions; and
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•
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Corporate and Other
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•
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Quality Assurance - Our services assist in ensuring our customers’ product performs as designed. These services extend to game, hardware, software, consumer product and mobile product and service offerings.
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•
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Business Intelligence and Analytics - We assist our customers in making informed business decisions through implementing quality assurance methodologies, which when combined with visibility of our customers’ data allows us to reduce inefficiencies and optimize our customers’ business.
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•
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Customer Care - We specialize in serving as an extension and collaborating with our customers, from help desk inquiries to advanced technical support, while maintaining the consumer relationships our customers have developed.
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•
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Software Development - We assist our customers in architecture assessments, solution design, and development of their custom web, mobile applications and enterprise solutions.
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•
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increase our market share in our key customers and target market sectors;
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•
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provide superior delivery that will ultimately drive higher revenues at improved margins;
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focus on core business offerings and on market sectors where we are profitable or that have long-term growth potential, and reduce or eliminate non-core, non-strategic business;
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increase the percentage of our revenue represented by higher-margin business;
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exit or reduce business levels in sectors or with customers where profitability or business terms are unfavorable;
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consolidate financial and other administrative and support functions, implement process standardization, and use productivity metrics to drive more cost-effective performance; and
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invest in new and efficient systems, sales and marketing infrastructure.
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•
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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;
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•
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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;
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•
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Deleveraging our balance sheet.
By lowering our debt level, we will strengthen our balance sheet, reduce interest costs and reduce risk going forward;
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•
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Returning capital to shareholders.
Part of our strategy is to return capital to our shareholders when circumstances permit in connection with share buybacks through our existing share buyback program; and
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Acquiring value-added businesses.
Potentially in the longer-term, identifying, and when circumstances permit, 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.
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ITEM 1A.
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RISK FACTORS
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•
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create new or additional regulations that mandate additional requirements or prohibit or restrict the types of services that we currently provide;
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change regulations in ways that cause short-term disruption or impose costs to comply;
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impose new or additional employment costs that we may not be able to pass on to customers or that could cause customers to reduce their use of our services, especially in our staffing services;
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require us to obtain additional licenses; or
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increase taxes (especially payroll and other employment-related taxes) or enact new or different taxes payable by the providers or users of services such as those offered by us, thereby increasing our costs, some of which we may not be able to pass on to customers or that could cause customers to reduce their use of our services especially in our staffing services, which could adversely impact our results of operations or cash flows.
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•
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our failure to meet the expectations of the investment community or our estimates of our future results of operations;
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industry trends and the business success of our customers;
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loss of one or more key customers;
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strategic moves by our competitors, such as product or service announcements or acquisitions;
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regulatory developments;
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litigation;
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•
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general economic conditions;
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other domestic and international macroeconomic factors unrelated to our performance; and
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any of the other previously noted risk factors.
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requiring advance notice for shareholder proposals and director nominees;
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permitting removal of directors only for cause; and
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providing that vacancies on the Board of Directors will be filled for the unexpired term by a majority vote of the remaining directors then in office.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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Location
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Business Segment/Purpose
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Own/Lease
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Lease Expiration
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Approximate
Square Feet
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Orange County, California
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North American Staffing
Technology Outsourcing Services and Solutions Corporate & Other
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Lease
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2031
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200,000
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San Antonio, Texas
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Technology Outsourcing Services and Solutions
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Lease
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2019
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71,000
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Redmond, Washington
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North America Staffing
Technology Outsourcing Services and Solutions
Corporate & Other
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Lease
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2020
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66,000
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Montreal, Quebec
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Technology Outsourcing Services and Solutions
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Lease
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2020
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35,000
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Wallington, New Jersey
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Corporate & Other
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Lease
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2018
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32,000
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Fiscal Period
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First Quarter
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Second Quarter
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Third Quarter
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Fourth Quarter
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2016
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High
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$
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8.56
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$
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8.02
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$
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7.52
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$
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7.00
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Low
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$
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7.38
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$
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6.48
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$
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5.68
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$
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5.69
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2015
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High
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$
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12.73
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$
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12.85
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$
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11.96
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$
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9.98
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Low
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$
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8.28
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$
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10.28
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$
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8.95
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$
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7.97
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ITEM
6.
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SELECTED FINANCIAL DATA
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For the year ended,
(in thousands, except per share data)
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October 30,
2016
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November 1,
2015 |
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November 2,
2014 |
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November 3,
2013 |
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October 28,
2012 |
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52 weeks
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52 weeks
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52 weeks
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53 weeks
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52 weeks
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STATEMENT OF OPERATIONS DATA
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Net revenue
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$
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1,334,747
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$
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1,496,897
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$
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1,710,028
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$
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2,017,472
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$
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2,146,448
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Operating income (loss)
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$
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(5,889
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)
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$
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(12,760
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)
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$
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4,786
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$
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(7,252
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)
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$
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(11,018
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)
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Loss from continuing operations, net of income taxes
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$
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(14,570
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)
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$
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(19,786
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)
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$
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(3,387
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)
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$
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(12,743
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)
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$
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(16,035
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)
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Income (loss) from discontinued operations, net of income taxes
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$
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—
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$
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(4,834
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)
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$
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(15,601
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)
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$
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(18,132
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)
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$
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2,432
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Net loss
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$
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(14,570
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)
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$
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(24,620
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)
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$
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(18,988
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)
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$
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(30,875
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)
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$
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(13,603
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)
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PER SHARE DATA:
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Basic:
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Loss from continuing operations
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$
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(0.70
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)
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$
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(0.95
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)
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$
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(0.16
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)
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$
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(0.61
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)
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$
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(0.77
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)
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Income (loss) from discontinued operations
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—
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(0.23
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)
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(0.75
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)
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(0.87
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)
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0.12
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|||||
Net loss
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$
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(0.70
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)
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$
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(1.18
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)
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$
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(0.91
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)
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$
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(1.48
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)
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$
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(0.65
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)
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Weighted average number of shares
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20,831
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20,816
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20,863
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20,826
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20,813
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|||||
Diluted:
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||||||||||
Loss from continuing operations
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$
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(0.70
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)
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$
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(0.95
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)
|
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$
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(0.16
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)
|
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$
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(0.61
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)
|
|
$
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(0.77
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)
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Income (loss) from discontinued operations
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—
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|
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(0.23
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)
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(0.75
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)
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(0.87
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)
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0.12
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|||||
Net loss
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$
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(0.70
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)
|
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$
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(1.18
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)
|
|
$
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(0.91
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)
|
|
$
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(1.48
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)
|
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$
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(0.65
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)
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Weighted average number of shares
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20,831
|
|
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20,816
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|
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20,863
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|
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20,826
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|
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20,813
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|
|||||
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||||||||||
(in thousands)
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October 30,
2016 |
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November 1,
2015 |
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November 2,
2014 |
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November 3,
2013 |
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October 28,
2012 |
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BALANCE SHEET DATA
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Cash and cash equivalents
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$
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6,386
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$
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10,188
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$
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6,723
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|
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$
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8,855
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$
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22,026
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Working capital
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$
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134,086
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$
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143,184
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$
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59,893
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$
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69,633
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|
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$
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102,663
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Total assets
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$
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316,465
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$
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326,826
|
|
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$
|
424,332
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|
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$
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501,340
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|
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$
|
557,572
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Short-term borrowings, including current portion of long-term debt
|
$
|
2,050
|
|
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$
|
982
|
|
|
$
|
129,417
|
|
|
$
|
168,114
|
|
|
$
|
145,727
|
|
Long-term debt, excluding current portion
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$
|
95,000
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|
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$
|
106,313
|
|
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$
|
7,216
|
|
|
$
|
8,127
|
|
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$
|
9,033
|
|
Total stockholders’ equity
|
$
|
48,965
|
|
|
$
|
64,491
|
|
|
$
|
91,394
|
|
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$
|
110,241
|
|
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$
|
143,117
|
|
Note - Cash dividends were not paid during the above periods.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Year Ended October 30, 2016
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(in thousands)
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Total
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|
North American Staffing
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|
International Staffing
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Technology Outsourcing Services and Solutions
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Corporate and Other
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Elimination
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||||||||||||
Net revenue
|
$
|
1,334,747
|
|
|
$
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1,047,888
|
|
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$
|
131,496
|
|
|
$
|
106,585
|
|
|
$
|
114,772
|
|
|
$
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(65,994
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)
|
Cost of services
|
1,132,253
|
|
|
901,025
|
|
|
112,035
|
|
|
87,731
|
|
|
97,456
|
|
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(65,994
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)
|
||||||
Gross margin
|
202,494
|
|
|
146,863
|
|
|
19,461
|
|
|
18,854
|
|
|
17,316
|
|
|
—
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|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, administrative and other operating costs
|
203,930
|
|
|
122,576
|
|
|
16,402
|
|
|
13,029
|
|
|
51,923
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
5,752
|
|
|
1,117
|
|
|
702
|
|
|
327
|
|
|
3,606
|
|
|
—
|
|
||||||
Gain on sale of building
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
|
—
|
|
||||||
Impairment charges
|
364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|
—
|
|
||||||
Operating income (loss)
|
(5,889
|
)
|
|
23,170
|
|
|
2,357
|
|
|
5,498
|
|
|
(36,914
|
)
|
|
—
|
|
||||||
Other income (expense), net
|
(6,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
2,175
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss from continuing operations
|
(14,570
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
$
|
(14,570
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 1, 2015
|
||||||||||||||||||||||
(in thousands)
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other
|
|
Elimination
|
||||||||||||
Net revenue
|
$
|
1,496,897
|
|
|
$
|
1,127,284
|
|
|
$
|
147,649
|
|
|
$
|
135,886
|
|
|
$
|
168,422
|
|
|
$
|
(82,344
|
)
|
Cost of services
|
1,268,363
|
|
|
974,859
|
|
|
127,699
|
|
|
108,309
|
|
|
139,840
|
|
|
(82,344
|
)
|
||||||
Gross margin
|
228,534
|
|
|
152,425
|
|
|
19,950
|
|
|
27,577
|
|
|
28,582
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, administrative and other operating costs
|
231,033
|
|
|
131,277
|
|
|
18,990
|
|
|
15,545
|
|
|
65,221
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
3,635
|
|
|
705
|
|
|
357
|
|
|
—
|
|
|
2,573
|
|
|
—
|
|
||||||
Impairment charges
|
6,626
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
4,726
|
|
|
—
|
|
||||||
Operating income (loss)
|
(12,760
|
)
|
|
18,543
|
|
|
603
|
|
|
12,032
|
|
|
(43,938
|
)
|
|
—
|
|
||||||
Other income (expense), net
|
(2,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
4,646
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss from continuing operations
|
(19,786
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
(4,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
$
|
(24,620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 1, 2015
|
||||||||||||||||||||||
(in thousands)
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other
|
|
Elimination
|
||||||||||||
Net revenue
|
$
|
1,496,897
|
|
|
$
|
1,127,284
|
|
|
$
|
147,649
|
|
|
$
|
135,886
|
|
|
$
|
168,422
|
|
|
$
|
(82,344
|
)
|
Cost of services
|
1,268,363
|
|
|
974,859
|
|
|
127,699
|
|
|
108,309
|
|
|
139,840
|
|
|
(82,344
|
)
|
||||||
Gross margin
|
228,534
|
|
|
152,425
|
|
|
19,950
|
|
|
27,577
|
|
|
28,582
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, administrative and other operating costs
|
231,033
|
|
|
131,277
|
|
|
18,990
|
|
|
15,545
|
|
|
65,221
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
3,635
|
|
|
705
|
|
|
357
|
|
|
—
|
|
|
2,573
|
|
|
—
|
|
||||||
Impairment charges
|
6,626
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
4,726
|
|
|
—
|
|
||||||
Operating income (loss)
|
(12,760
|
)
|
|
18,543
|
|
|
603
|
|
|
12,032
|
|
|
(43,938
|
)
|
|
—
|
|
||||||
Other income (expense), net
|
(2,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
4,646
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss from continuing operations
|
(19,786
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
(4,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
$
|
(24,620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 2, 2014
|
||||||||||||||||||||||
(in thousands)
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other
|
|
Elimination
|
||||||||||||
Net revenue
|
$
|
1,710,028
|
|
|
$
|
1,284,314
|
|
|
$
|
158,266
|
|
|
$
|
146,547
|
|
|
$
|
208,820
|
|
|
$
|
(87,919
|
)
|
Cost of services
|
1,450,448
|
|
|
1,106,921
|
|
|
135,875
|
|
|
121,168
|
|
|
174,403
|
|
|
(87,919
|
)
|
||||||
Gross margin
|
259,580
|
|
|
177,393
|
|
|
22,391
|
|
|
25,379
|
|
|
34,417
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, administrative and other operating costs
|
249,026
|
|
|
140,698
|
|
|
21,281
|
|
|
16,056
|
|
|
70,991
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
2,507
|
|
|
730
|
|
|
—
|
|
|
—
|
|
|
1,777
|
|
|
—
|
|
||||||
Restatement, investigations and remediation
|
3,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,261
|
|
|
—
|
|
||||||
Operating income (loss)
|
4,786
|
|
|
35,965
|
|
|
1,110
|
|
|
9,323
|
|
|
(41,612
|
)
|
|
—
|
|
||||||
Other income (expense), net
|
(2,947
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
5,226
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss from continuing operations
|
(3,387
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
(15,601
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
$
|
(18,988
|
)
|
|
|
|
|
|
|
|
|
|
|
•
|
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 through our existing share buyback program; 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.
|
Global Liquidity
|
|
|
|
|
|
|
||||||||||||
(in thousands)
|
November 1, 2015
|
January 31, 2016
|
May 1, 2016
|
July 31, 2016
|
October 30, 2016
|
January 6, 2017
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
(a)
|
$
|
10,188
|
|
$
|
16,515
|
|
$
|
23,171
|
|
$
|
12,886
|
|
$
|
6,386
|
|
|
||
|
|
|
|
|
|
|
||||||||||||
Cash in banks
(b)
|
$
|
13,652
|
|
$
|
21,140
|
|
$
|
29,626
|
|
$
|
16,918
|
|
$
|
11,248
|
|
$
|
15,715
|
|
Financing Program - PNC
|
35,700
|
|
23,584
|
|
26,053
|
|
28,986
|
|
33,986
|
|
19,928
|
|
||||||
Short-Term Credit Facility - BofA
|
—
|
|
—
|
|
3,105
|
|
3,359
|
|
3,291
|
|
3,523
|
|
||||||
Available liquidity
|
$
|
49,352
|
|
$
|
44,724
|
|
$
|
58,784
|
|
$
|
49,263
|
|
$
|
48,525
|
|
$
|
39,166
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
||||||||||
(in thousands)
|
October 30, 2016
|
|
November 1,
2015
|
|
November 2,
2014 |
||||||
Net cash provided by (used in) operating activities
|
$
|
(7,611
|
)
|
|
$
|
43,324
|
|
|
$
|
34,422
|
|
Net cash provided by (used in) investing activities
|
18,840
|
|
|
(7,428
|
)
|
|
(1,281
|
)
|
|||
Net cash used in financing activities
|
(11,386
|
)
|
|
(24,059
|
)
|
|
(18,360
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(3,645
|
)
|
|
(924
|
)
|
|
(386
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
(7,237
|
)
|
|
(17,513
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(3,802
|
)
|
|
$
|
3,676
|
|
|
$
|
(3,118
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
Less Than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
After 5
Years
|
||||||||||
Financing Program
|
$
|
95,000
|
|
|
$
|
—
|
|
|
$
|
95,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term Credit Facility
|
2,050
|
|
|
2,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Debt
|
97,050
|
|
|
2,050
|
|
|
95,000
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
98,812
|
|
|
17,309
|
|
|
25,365
|
|
|
15,002
|
|
|
41,136
|
|
|||||
Standby letters of credit
|
31,455
|
|
|
31,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other (a)
|
11,216
|
|
|
5,727
|
|
|
4,651
|
|
|
838
|
|
|
—
|
|
|||||
Total Contractual Cash Obligations
|
$
|
238,533
|
|
|
$
|
56,541
|
|
|
$
|
125,016
|
|
|
$
|
15,840
|
|
|
$
|
41,136
|
|
(a)
|
In November 2015, we entered into a Master Subscription Agreement to upgrade our Customer/Candidate Relationship Management (CRM) and Applicant Tracking System (ATS) platforms for total fees of $7.3 million, payable over 5 years.
|
ITEM
7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8
.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9
.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
|
Page No.
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Exhibits
|
|
Description
|
|
|
|
2.1
|
|
Membership Interest Purchase Agreement dated December 1, 2014, by and between VoltDelta, the Company and NewNet (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 5, 2014; File No. 001-09232)
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 1, 1996 filed January 30, 1997; File No. 001-09232)
|
|
|
|
3.2
|
|
Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed April 11, 2007; File No. 001-09232)
|
|
|
|
3.3
|
|
Amended and Restated By-Laws of the Company, as amended through October 30, 2015 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed November 4, 2015; File No. 001-9232)
|
|
|
|
10.1*
|
|
2006 Incentive Stock Plan (incorporated by reference to Exhibit A to the Company’s Proxy Statement filed February 27, 2007; File No. 001-09232)
|
|
|
|
10.2*
|
|
Form of Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2007 filed June 8, 2007; File No. 001-09232)
|
|
|
|
10.3*
|
|
Form of Restricted Stock Grant Notice for Employees (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010 filed April 9, 2013; File No. 001-09232)
|
|
|
|
10.4*
|
|
Form of Restricted Stock Unit Agreement (Option 1) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 26, 2007; File No. 001-09232)
|
|
|
|
10.5*
|
|
Form of Restricted Stock Unit Agreement (Option 2) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 26, 2007; File No. 001-09232)
|
|
|
|
10.6*
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 26, 2007; File No. 001-09232)
|
|
|
|
10.7*
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed April 13, 2009; File No. 001-09232)
|
|
|
|
10.8*
|
|
Employment Agreement, dated May 1, 1987, by and between the Company and Jerome Shaw (incorporated by reference to Exhibit 19.02 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 1987; File No. 001-09232)
|
|
|
|
10.9*
|
|
Amendment to Employment Agreement, dated January 3, 1989, by and between the Company and Jerome Shaw (incorporated by reference to Exhibit 10.4(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended October 28, 1989; File No. 001-09232)
|
|
|
|
10.10*
|
|
Employment Agreement, dated December 26, 2012, by and between the Company and Ronald Kochman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 28, 2012; File No. 001-09232)
|
|
|
|
10.11*
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2005 filed September 9, 2005; File No. 001-09232)
|
|
|
|
10.12*
|
|
Employment Agreement, dated March 23, 2015, by and between the Company and Paul Tomkins (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 26, 2015; File No. 001-9232)
|
|
|
|
10.13*
|
|
Settlement Agreement (including Exhibits A and B), dated as of March 30, 2015, by and among the Company, Glacier Peak Capital LLC, Glacier Peak U.S. Value Fund, L.P. and John C. Rudolf (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2015; File No. 001-9232)
|
|
|
|
10.14*
|
|
Employment Agreement, dated March 30, 2015, by and between the Company and Bryan Berndt (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 9, 2015; File No. 001-9232)
|
|
|
|
10.15*
|
|
Separation Agreement dated June 25, 2015, by and between the Company and Ronald Kochman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 1, 2015; File No. 001-9232)
|
|
|
|
10.16*
|
|
Employment Agreement, dated June 25, 2015, by and between the Company and Michael Dean (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 1, 2015; File No. 001-9232)
|
|
|
|
10.17*
|
|
Receivables Financing Agreement, dated as of July 30, 2015, by and among Volt Funding Corp., as borrower, PNC Bank, National Association, as letter of credit bank and administrative agent, the persons from time to time party thereto as lenders and letter of credit participants, and the Company, as initial servicer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 6, 2015; File No. 001-9232)
|
|
|
|
10.18*
|
|
Purchase and Sale Agreement, dated as of July 30, 2015, by and among P/S Partner Solutions, Ltd., VMC Consulting Corporation, the Company, and Volt Management Corp., as originators, the Company, as servicer, and Volt Funding Corp., as buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 6, 2015; File No. 001-9232)
|
|
|
|
10.19*
|
|
Purchase and Sale Agreement, dated as of August 1, 2015, by and among Volt Europe Limited and Volt Consulting Group Limited, as originators, the Company, as servicer, PNC Bank, National Association, as administrative agent, and Volt Funding Corp., as buyer (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 6, 2015; File No. 001-9232)
|
|
|
|
10.20*
|
|
Purchase and Sale Agreement, dated as of July 31, 2015, by and among Volt Canada Inc., as originator, the Company, as servicer, and Volt Funding Corp., as buyer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed August 6, 2015; File No. 001-9232)
|
|
|
|
10.21*
|
|
Employment Agreement, dated October 19, 2015, between the Company and Michael Dean (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 21, 2015; File No. 001-9232)
|
|
|
|
10.22*
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended October 29, 2006 filed January 12, 2007; File No. 001-09232)
|
|
|
|
10.23*
|
|
Separation Agreement and General Release, dated January 16, 2015, by and between the Company and James Whitney Mayhew (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 22, 2015; File No. 001-9232)
|
|
|
|
10.24*
|
|
Amendment No. 1, dated as of January 5, 2016, to the Receivables Financing Agreement, dated as of July 30, 2015, by and among Volt Funding Corp., PNC Bank, National Association, as letter of credit bank and administrative agent, the persons from time to time partythereto as lenders and letter of credit participants, and the Company, as initial servicer (incorporated by reference o Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 11, 2016; File No. 001-9232)
|
|
|
|
10.25*
|
|
Amendment No. 2, dated as of July 29, 2016, to the Receivables Financing Agreement, dated as of July 30, 2015, by and among Volt Funding Corp., as borrower, PNC Bank, National Association, as letter of credit bank and administrative agent, the persons from time to time party thereto as lenders and letter of credit participants, and Volt Information Sciences, Inc., as initial servicer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 2, 2016; File No. 001-9232)
|
|
|
|
10.26*
|
|
Amendment No. 3, dated as of September 6, 2016, to the Receivables Financing Agreement, dated as of July 30, 2015, by and among Volt Funding Corp., as borrower, PNC Bank, National Association, as letter of credit bank and administrative agent, the persons from time to time party thereto as lenders and letter of credit participants, and Volt Information Sciences, Inc., as initial servicer (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10Q for the fiscal quarter ended July 31, 2016 filed September 9, 2016; File No. 001-9232)
|
|
|
|
10.27*
|
|
Amendment No. 4, dated as of October 28, 2016, to the Receivables Financing Agreement, dated as of July 30, 2015, by and among Volt Funding Corp., as borrower, PNC Bank, National Association, as letter of credit bank and administrative agent, the persons from time to time party thereto as lenders and letter of credit participants, and Volt Information Sciences, Inc., as initial servicer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 1, 2016; File No. 001-9232)
|
|
|
|
10.28*
|
|
Amendment No. 5, dated as of January 6, 2017, to the Receivables Financing Agreement dated as of July 30, 2015 and Amendment No. 1 to Performance Guaranty, dated as of January 5, 2016, by and among Volt Funding Corp., as borrower, PNC Bank, National Association, as letter of credit bank and administrative agent, and Volt Information Sciences, Inc., as initial servicer
|
|
|
|
10.29*
|
|
Loan and Security Agreement, dated as of February 17, 2016, between Maintech, Incorporated, as Borrower, and Bank of America, N.A., as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 23, 2016; File No. 001-9232)
|
|
|
|
10.30*
|
|
Limited Guaranty Agreement, dated as of February 17, 2016, by Volt Information Sciences, Inc. in favor of Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 23, 2016; File No. 001-9232)
|
|
|
|
10.31*
|
|
Purchase and Sale Agreement, dated February 25, 2016, by and between Volt Orangeca Real Estate Corp. and Glassell Grand Avenue Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2016; File No. 001-9232)
|
|
|
|
10.32*
|
|
Lease Agreement, dated February 25, 2016, by and between Glassell Grand Avenue Partners, LLC and Volt Information Sciences, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 1, 2016; File No. 001-9232)
|
|
|
|
10.33*
|
|
Volt Information Sciences, Inc. Deferred Compensation and Supplemental Savings Plan, amended and restated effective June 8, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10Q for the fiscal quarter ended May 1, 2016 filed June 9, 2016; File No. 001-9232)
|
|
|
|
10.34*
|
|
Volt Information Sciences, Inc. Annual Incentive Plan, effective September 7, 2016 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10Q for the fiscal quarter ended July 31, 2016 filed September 9, 2016; File No. 001-9232)
|
|
|
|
21
|
|
Subsidiaries of the Registrant
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and 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.
|
|
VOLT INFORMATION SCIENCES, INC.
|
|||
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ Michael Dean
|
|
|
|
|
Michael Dean
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ Paul Tomkins
|
|
|
|
|
Paul Tomkins
|
|
|
|
|
Senior Vice President and
Chief Financial Officer (Principal Financial Officer ) |
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ Bryan Berndt
|
|
|
|
|
Bryan Berndt
|
|
|
|
|
Controller and Chief Accounting Officer
(Principal Accounting Officer) |
Date: January 11, 2017
|
By:
|
|
|
/s/ Dana Messina
|
|
|
|
|
Dana Messina
|
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ Michael Dean
|
|
|
|
|
Michael Dean
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ James E. Boone
|
|
|
|
|
James E. Boone
|
|
|
|
|
Director
|
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ Nick S. Cyprus
|
|
|
|
|
Nick S. Cyprus
|
|
|
|
|
Director
|
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ Bruce G. Goodman
|
|
|
|
|
Bruce G. Goodman
|
|
|
|
|
Director
|
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ John C. Rudolf
|
|
|
|
|
John C. Rudolf
|
|
|
|
|
Director
|
|
|
|
|
|
Date: January 11, 2017
|
By:
|
|
|
/s/ Laurie Siegel
|
|
|
|
|
Laurie Siegel
|
|
|
|
|
Director
|
|
Year Ended
|
||||||||||
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
NET REVENUE
|
$
|
1,334,747
|
|
|
$
|
1,496,897
|
|
|
$
|
1,710,028
|
|
Cost of services
|
1,132,253
|
|
|
1,268,363
|
|
|
1,450,448
|
|
|||
GROSS MARGIN
|
202,494
|
|
|
228,534
|
|
|
259,580
|
|
|||
EXPENSES
|
|
|
|
|
|
||||||
Selling, administrative and other operating costs
|
203,930
|
|
|
231,033
|
|
|
249,026
|
|
|||
Restructuring and severance costs
|
5,752
|
|
|
3,635
|
|
|
2,507
|
|
|||
Impairment charges
|
364
|
|
|
6,626
|
|
|
—
|
|
|||
Restatement, investigations and remediation
|
—
|
|
|
—
|
|
|
3,261
|
|
|||
Gain on sale of building
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|||
TOTAL EXPENSES
|
208,383
|
|
|
241,294
|
|
|
254,794
|
|
|||
OPERATING INCOME (LOSS)
|
(5,889
|
)
|
|
(12,760
|
)
|
|
4,786
|
|
|||
OTHER INCOME (EXPENSE), NET
|
|
|
|
|
|
||||||
Interest income
|
146
|
|
|
572
|
|
|
267
|
|
|||
Interest expense
|
(3,305
|
)
|
|
(3,244
|
)
|
|
(3,530
|
)
|
|||
Foreign exchange gain (loss), net
|
(1,803
|
)
|
|
(249
|
)
|
|
118
|
|
|||
Other income (expense), net
|
(1,544
|
)
|
|
541
|
|
|
198
|
|
|||
TOTAL OTHER INCOME (EXPENSE), NET
|
(6,506
|
)
|
|
(2,380
|
)
|
|
(2,947
|
)
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(12,395
|
)
|
|
(15,140
|
)
|
|
1,839
|
|
|||
Income tax provision
|
2,175
|
|
|
4,646
|
|
|
5,226
|
|
|||
LOSS FROM CONTINUING OPERATIONS
|
(14,570
|
)
|
|
(19,786
|
)
|
|
(3,387
|
)
|
|||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of income taxes (including loss on disposal of $1.5 million)
|
—
|
|
|
(4,834
|
)
|
|
(15,601
|
)
|
|||
NET LOSS
|
$
|
(14,570
|
)
|
|
$
|
(24,620
|
)
|
|
$
|
(18,988
|
)
|
PER SHARE DATA:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(0.70
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.16
|
)
|
Loss from discontinued operations
|
—
|
|
|
(0.23
|
)
|
|
(0.75
|
)
|
|||
Net loss
|
$
|
(0.70
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(0.91
|
)
|
Weighted average number of shares
|
20,831
|
|
|
20,816
|
|
|
20,863
|
|
|||
Diluted:
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(0.70
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.16
|
)
|
Loss from discontinued operations
|
—
|
|
|
(0.23
|
)
|
|
(0.75
|
)
|
|||
Net loss
|
$
|
(0.70
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(0.91
|
)
|
Weighted average number of shares
|
20,831
|
|
|
20,816
|
|
|
20,863
|
|
|
Year Ended
|
||||||||||
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
NET LOSS
|
$
|
(14,570
|
)
|
|
$
|
(24,620
|
)
|
|
$
|
(18,988
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments net of taxes of $0, $0, and $0, respectively
|
(2,641
|
)
|
|
(1,606
|
)
|
|
(1,158
|
)
|
|||
Unrealized gain on marketable securities net of taxes of $0, $0, and $0, respectively
|
23
|
|
|
12
|
|
|
1
|
|
|||
Total other comprehensive loss
|
(2,618
|
)
|
|
(1,594
|
)
|
|
(1,157
|
)
|
|||
COMPREHENSIVE LOSS
|
$
|
(17,188
|
)
|
|
$
|
(26,214
|
)
|
|
$
|
(20,145
|
)
|
|
October 30, 2016
|
|
November 1, 2015
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,386
|
|
|
$
|
10,188
|
|
Restricted cash
|
10,347
|
|
|
10,178
|
|
||
Short-term investments
|
3,601
|
|
|
4,799
|
|
||
Trade accounts receivable, net of allowances of $801 and $960, respectively
|
193,866
|
|
|
198,385
|
|
||
Recoverable income taxes
|
16,979
|
|
|
16,633
|
|
||
Prepaid insurance
|
2,121
|
|
|
7,108
|
|
||
Other current assets
|
9,685
|
|
|
8,757
|
|
||
Assets held for sale
|
17,580
|
|
|
22,943
|
|
||
TOTAL CURRENT ASSETS
|
260,565
|
|
|
278,991
|
|
||
Other assets, excluding current portion
|
20,684
|
|
|
17,305
|
|
||
Property, equipment and software, net
|
30,133
|
|
|
24,095
|
|
||
Goodwill
|
5,083
|
|
|
6,435
|
|
||
TOTAL ASSETS
|
$
|
316,465
|
|
|
$
|
326,826
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accrued compensation
|
$
|
29,147
|
|
|
$
|
29,548
|
|
Accounts payable
|
32,425
|
|
|
39,164
|
|
||
Accrued taxes other than income taxes
|
22,791
|
|
|
22,719
|
|
||
Accrued insurance and other
|
34,306
|
|
|
34,391
|
|
||
Short-term borrowings, including current portion of long-term debt
|
2,050
|
|
|
982
|
|
||
Income taxes payable
|
—
|
|
|
1,658
|
|
||
Liabilities held for sale
|
5,760
|
|
|
7,345
|
|
||
TOTAL CURRENT LIABILITIES
|
126,479
|
|
|
135,807
|
|
||
Accrued insurance and other, excluding current portion
|
9,999
|
|
|
10,474
|
|
||
Deferred gain on sale of real estate, excluding current portion
|
26,108
|
|
|
—
|
|
||
Income taxes payable, excluding current portion
|
6,777
|
|
|
6,516
|
|
||
Deferred income taxes
|
3,137
|
|
|
3,225
|
|
||
Long-term debt, excluding current portion
|
95,000
|
|
|
106,313
|
|
||
TOTAL LIABILITIES
|
267,500
|
|
|
262,335
|
|
||
Commitments and contingencies
|
|
|
|
||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
||||
Preferred stock, par value $1.00; Authorized - 500,000 shares; Issued - none
|
—
|
|
|
—
|
|
||
Common stock, par value $0.10; Authorized - 120,000,000 shares; Issued - 23,738,003 and 23,738,003, respectively; Outstanding - 20,917,500 and 20,801,080, respectively
|
2,374
|
|
|
2,374
|
|
||
Paid-in capital
|
76,564
|
|
|
75,803
|
|
||
Retained earnings
|
21,000
|
|
|
38,034
|
|
||
Accumulated other comprehensive loss
|
(10,612
|
)
|
|
(7,994
|
)
|
||
Treasury stock, at cost; 2,820,503 and 2,936,923 shares, respectively
|
(40,361
|
)
|
|
(43,726
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
48,965
|
|
|
64,491
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
316,465
|
|
|
$
|
326,826
|
|
|
Common Stock
$0.10 Par Value
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
|||||||||||||
BALANCE AT NOVEMBER 3, 2013
|
23,536,769
|
|
|
$
|
2,354
|
|
|
$
|
72,003
|
|
|
$
|
83,007
|
|
|
$
|
(5,243
|
)
|
|
$
|
(41,880
|
)
|
|
$
|
110,241
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,988
|
)
|
|
—
|
|
|
—
|
|
|
(18,988
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
1,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,198
|
|
||||||
Issuance of common stock
|
73,334
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,157
|
)
|
|
—
|
|
|
(1,157
|
)
|
||||||
BALANCE AT NOVEMBER 2, 2014
|
23,610,103
|
|
|
2,361
|
|
|
73,194
|
|
|
64,119
|
|
|
(6,400
|
)
|
|
(41,880
|
)
|
|
91,394
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,620
|
)
|
|
—
|
|
|
—
|
|
|
(24,620
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
2,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,906
|
|
||||||
Issuance of common stock
|
127,900
|
|
|
13
|
|
|
(297
|
)
|
|
(1,601
|
)
|
|
—
|
|
|
2,416
|
|
|
531
|
|
||||||
Share repurchases
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,262
|
)
|
|
(4,262
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
136
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,594
|
)
|
|
—
|
|
|
(1,594
|
)
|
||||||
BALANCE AT NOVEMBER 1, 2015
|
23,738,003
|
|
|
2,374
|
|
|
75,803
|
|
|
38,034
|
|
|
(7,994
|
)
|
|
(43,726
|
)
|
|
64,491
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,570
|
)
|
|
—
|
|
|
—
|
|
|
(14,570
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
1,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,828
|
|
||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
(869
|
)
|
|
(2,544
|
)
|
|
—
|
|
|
3,365
|
|
|
(48
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
80
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,618
|
)
|
|
—
|
|
|
(2,618
|
)
|
||||||
BALANCE AT OCTOBER 30, 2016
|
23,738,003
|
|
|
$
|
2,374
|
|
|
$
|
76,564
|
|
|
$
|
21,000
|
|
|
$
|
(10,612
|
)
|
|
$
|
(40,361
|
)
|
|
$
|
48,965
|
|
|
Year Ended
|
||||||||||
|
October 30, 2016
|
|
November 1, 2015
|
|
November 2, 2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(14,570
|
)
|
|
$
|
(24,620
|
)
|
|
$
|
(18,988
|
)
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(4,834
|
)
|
|
(15,601
|
)
|
|||
Loss from continuing operations
|
(14,570
|
)
|
|
(19,786
|
)
|
|
(3,387
|
)
|
|||
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
5,969
|
|
|
6,811
|
|
|
9,323
|
|
|||
Provisions (release) of doubtful accounts and sales allowances
|
(154
|
)
|
|
532
|
|
|
(132
|
)
|
|||
Unrealized foreign currency exchange (gain) loss
|
1,318
|
|
|
(582
|
)
|
|
(408
|
)
|
|||
Impairment charges
|
364
|
|
|
6,626
|
|
|
—
|
|
|||
Loss (gain) on dispositions of property, equipment and software
|
(2,901
|
)
|
|
(428
|
)
|
|
55
|
|
|||
Deferred income tax provision (benefit)
|
(541
|
)
|
|
972
|
|
|
2,288
|
|
|||
Share-based compensation expense
|
1,828
|
|
|
2,906
|
|
|
1,198
|
|
|||
Accretion of convertible note discount
|
(102
|
)
|
|
(439
|
)
|
|
—
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
5,024
|
|
|
29,864
|
|
|
33,287
|
|
|||
Restricted cash
|
(169
|
)
|
|
6,279
|
|
|
(886
|
)
|
|||
Prepaid insurance and other assets
|
(881
|
)
|
|
23,814
|
|
|
8,358
|
|
|||
Net assets held for sale
|
3,584
|
|
|
1,396
|
|
|
1,333
|
|
|||
Accounts payable
|
(6,727
|
)
|
|
(13,048
|
)
|
|
607
|
|
|||
Accrued expenses and other liabilities
|
2,081
|
|
|
(2,731
|
)
|
|
(14,597
|
)
|
|||
Income taxes
|
(1,734
|
)
|
|
1,138
|
|
|
(2,617
|
)
|
|||
Net cash provided by (used in) operating activities
|
(7,611
|
)
|
|
43,324
|
|
|
34,422
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Sales of investments
|
1,415
|
|
|
1,304
|
|
|
1,407
|
|
|||
Purchases of investments
|
(387
|
)
|
|
(645
|
)
|
|
(507
|
)
|
|||
Purchase of minority interest
|
(1,446
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of property, equipment and software
|
36,808
|
|
|
465
|
|
|
3,086
|
|
|||
Purchases of property, equipment, and software
|
(17,550
|
)
|
|
(8,552
|
)
|
|
(5,267
|
)
|
|||
Net cash provided by (used in) investing activities
|
18,840
|
|
|
(7,428
|
)
|
|
(1,281
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Decrease in cash restricted as collateral for borrowings
|
—
|
|
|
10,436
|
|
|
21,349
|
|
|||
Repayment of borrowings
|
(22,150
|
)
|
|
(58,506
|
)
|
|
(68,637
|
)
|
|||
Draw-down on borrowings
|
19,200
|
|
|
30,000
|
|
|
30,000
|
|
|||
Repayment of long-term debt
|
(7,295
|
)
|
|
(832
|
)
|
|
(839
|
)
|
|||
Debt issuance costs
|
(1,093
|
)
|
|
(1,426
|
)
|
|
(233
|
)
|
|||
Proceeds from exercise of stock options
|
74
|
|
|
531
|
|
|
—
|
|
|||
Purchases of common stock under repurchase program
|
—
|
|
|
(4,262
|
)
|
|
—
|
|
|||
Withholding tax payment on vesting of restricted stock awards
|
(122
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(11,386
|
)
|
|
(24,059
|
)
|
|
(18,360
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(3,645
|
)
|
|
(924
|
)
|
|
(386
|
)
|
|||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||||||
Cash flow from operating activities
|
—
|
|
|
(3,237
|
)
|
|
(16,735
|
)
|
|||
Cash flow from investing activities
|
—
|
|
|
(4,000
|
)
|
|
(778
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
(7,237
|
)
|
|
(17,513
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(3,802
|
)
|
|
3,676
|
|
|
(3,118
|
)
|
|||
Cash and cash equivalents, beginning of year
|
10,188
|
|
|
6,723
|
|
|
8,855
|
|
|||
Change in cash from discontinued operations
|
—
|
|
|
(211
|
)
|
|
986
|
|
|||
Cash and cash equivalents, end of year
|
$
|
6,386
|
|
|
$
|
10,188
|
|
|
$
|
6,723
|
|
Cash paid during the year:
|
|
|
|
|
|
||||||
Interest
|
$
|
3,305
|
|
|
$
|
3,196
|
|
|
$
|
3,539
|
|
Income taxes
|
$
|
4,316
|
|
|
$
|
3,315
|
|
|
$
|
4,948
|
|
Supplemental disclosure of non-cash investing activity:
|
|
|
|
|
|
||||||
Note receivable in exchange for Computer Systems segment net assets sold
|
$
|
—
|
|
|
$
|
8,363
|
|
|
$
|
—
|
|
(a)
|
Fiscal Year
|
(b)
|
Consolidation
|
(c)
|
Use of Estimates
|
(d)
|
Revenue Recognition
|
(e)
|
Expense Recognition
|
(f)
|
Comprehensive Income (Loss)
|
(g)
|
Cash and Cash Equivalents
|
(h)
|
Short-Term Investments and Related Deferred Compensation, Net
|
(i)
|
Property, Equipment and Software, Net
|
Buildings
|
25 to 32 years
|
Machinery and Equipment
|
3 to 15 years
|
Leasehold improvements
|
Shorter of length of lease or life of the asset
|
Software
|
3 to 7 years
|
(j)
|
Goodwill
|
(k)
|
Income Taxes
|
(l)
|
Share-Based Compensation
|
(m)
|
Foreign Currency
|
(n)
|
Fair Value Measurement
|
(o)
|
Legal and Other Contingencies
|
(p)
|
Concentrations of Credit Risk
|
(q)
|
Restructuring and Severance Charges
|
(r)
|
Earnings (Loss) Per Share
|
(s)
|
Treasury Stock
|
(t)
|
Assets and Liabilities Held for Sale
|
(u)
|
Discontinued Operations
|
(v)
|
Reclassifications
|
(w)
|
New Accounting Pronouncements
|
|
Year Ended
|
||||||
|
November 1, 2015
|
|
|
November 2, 2014
|
|
||
Loss from discontinued operations
|
|
|
|
||||
Net revenue
|
$
|
4,708
|
|
|
$
|
59,369
|
|
Cost of services
|
5,730
|
|
|
54,358
|
|
||
Selling, administrative and other operating costs
|
1,388
|
|
|
19,290
|
|
||
Other (income) expense, net
|
731
|
|
|
1,533
|
|
||
Loss from discontinued operations
|
(3,141
|
)
|
|
(15,812
|
)
|
||
Loss on disposal of discontinued operations
|
(1,502
|
)
|
|
—
|
|
||
Loss from discontinued operations before income taxes
|
(4,643
|
)
|
|
(15,812
|
)
|
||
Income tax provision (benefit)
|
191
|
|
|
(211
|
)
|
||
Loss from discontinued operations that is presented in the Consolidated Statements of Operations
|
$
|
(4,834
|
)
|
|
$
|
(15,601
|
)
|
|
October 30, 2016
|
|
|
November 1, 2015
|
|
||
Assets included as part of continuing operations
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1,537
|
|
Trade accounts receivable, net
|
13,553
|
|
|
15,671
|
|
||
Recoverable income taxes
|
15
|
|
|
165
|
|
||
Prepaid insurance and other assets
|
3,339
|
|
|
4,886
|
|
||
Property, equipment and software, net
|
178
|
|
|
189
|
|
||
Purchased intangible assets
|
495
|
|
|
495
|
|
||
Total major classes of assets as part of continuing operations - Maintech and Lakyfor, S.A.
(1)
|
$
|
17,580
|
|
|
$
|
22,943
|
|
|
|
|
|
||||
Liabilities included as part of continuing operations
|
|
|
|
||||
Accrued compensation
|
$
|
2,432
|
|
|
$
|
3,509
|
|
Accounts payable
|
921
|
|
|
1,387
|
|
||
Accrued taxes other than income taxes
|
833
|
|
|
1,165
|
|
||
Accrued insurance and other
|
1,574
|
|
|
1,284
|
|
||
Total major classes of liabilities as part of continuing operations - Maintech and Lakyfor, S.A.
(1)
|
$
|
5,760
|
|
|
$
|
7,345
|
|
|
October 30,
2016
|
|
November 1,
2015
|
|
Fair Value
Hierarchy
|
||||
Short-term investments
|
$
|
3,601
|
|
|
$
|
4,799
|
|
|
Level 1
|
Total financial assets
|
$
|
3,601
|
|
|
$
|
4,799
|
|
|
|
Deferred compensation plan liabilities
|
$
|
3,601
|
|
|
$
|
4,683
|
|
|
Level 1
|
Total financial liabilities
|
$
|
3,601
|
|
|
$
|
4,683
|
|
|
|
|
November 1, 2015
|
|
|
||||||
|
Carrying Amount
|
|
Estimated Fair Value
|
|
Fair Value Hierarchy
|
||||
Long-term debt, including current portion
|
$
|
7,295
|
|
|
$
|
7,968
|
|
|
Level 2
|
|
Balance at
beginning of year
|
|
Provision / (Release)
|
|
Deductions
|
|
Balance at end
of year
|
||||||||
Year Ended October 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Sales allowance
|
$
|
482
|
|
|
$
|
(269
|
)
|
|
$
|
—
|
|
|
$
|
213
|
|
Allowance for doubtful accounts
|
478
|
|
|
115
|
|
|
(5
|
)
|
|
588
|
|
||||
Total
|
$
|
960
|
|
|
$
|
(154
|
)
|
|
$
|
(5
|
)
|
|
$
|
801
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at
beginning of year
|
|
Provision / (Release)
|
|
Deductions
|
|
Balance at end
of year
|
||||||||
Year Ended November 1, 2015:
|
|
|
|
|
|
|
|
||||||||
Sales allowance
|
$
|
318
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
482
|
|
Allowance for doubtful accounts
|
547
|
|
|
368
|
|
|
(437
|
)
|
|
478
|
|
||||
Total
|
$
|
865
|
|
|
$
|
532
|
|
|
$
|
(437
|
)
|
|
$
|
960
|
|
|
October 30,
2016
|
|
November 1,
2015 |
||||
Land and buildings
|
$
|
395
|
|
|
$
|
22,475
|
|
Machinery and equipment
|
40,288
|
|
|
39,890
|
|
||
Leasehold improvements
|
9,520
|
|
|
8,843
|
|
||
Less: Accumulated depreciation and amortization
|
(42,503
|
)
|
|
(58,821
|
)
|
||
Property and equipment
|
7,700
|
|
|
12,387
|
|
||
Software
|
90,871
|
|
|
77,578
|
|
||
Less: Accumulated amortization
|
(68,438
|
)
|
|
(65,870
|
)
|
||
Property, equipment, and software, net
|
$
|
30,133
|
|
|
$
|
24,095
|
|
|
International Staffing
|
||||||
|
October 30, 2016
|
|
November 1, 2015
|
||||
Aggregate goodwill acquired
|
$
|
10,483
|
|
|
$
|
10,483
|
|
Accumulated impairment losses
|
(3,733
|
)
|
|
(3,733
|
)
|
||
Foreign currency translation adjustment
|
(1,667
|
)
|
|
(315
|
)
|
||
Goodwill, net of impairment losses
|
$
|
5,083
|
|
|
$
|
6,435
|
|
|
Year Ended October 30, 2016
|
||||||||||||||
|
Total
|
North American Staffing
|
International Staffing
|
Technology Outsourcing Services and Solutions
|
Corporate & Other
|
||||||||||
Severance and benefit costs
|
$
|
5,373
|
|
$
|
995
|
|
$
|
445
|
|
$
|
327
|
|
$
|
3,606
|
|
Other
|
379
|
|
122
|
|
257
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
5,752
|
|
$
|
1,117
|
|
$
|
702
|
|
$
|
327
|
|
$
|
3,606
|
|
|
|
|
||
Balance at November 1, 2015
|
|
$
|
—
|
|
Charged to expense
|
|
5,752
|
|
|
Cash payments
|
|
(4,099
|
)
|
|
Balance at October 30, 2016
|
|
$
|
1,653
|
|
(a)
|
Casualty Insurance Program
|
(b)
|
Medical Insurance Programs
|
|
Year Ended
|
||||||||||
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
U.S. Domestic
|
$
|
(20,643
|
)
|
|
$
|
(63,205
|
)
|
|
$
|
(2,148
|
)
|
International
|
8,248
|
|
|
48,065
|
|
|
3,987
|
|
|||
Total
|
$
|
(12,395
|
)
|
|
$
|
(15,140
|
)
|
|
$
|
1,839
|
|
|
Year Ended
|
||||||||||
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
86
|
|
|
$
|
90
|
|
|
$
|
(36
|
)
|
U.S. State and local
|
186
|
|
|
(1,616
|
)
|
|
978
|
|
|||
International
|
2,444
|
|
|
5,200
|
|
|
1,996
|
|
|||
Total current
|
$
|
2,716
|
|
|
$
|
3,674
|
|
|
$
|
2,938
|
|
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. State and local
|
(190
|
)
|
|
634
|
|
|
225
|
|
|||
International
|
(351
|
)
|
|
338
|
|
|
2,063
|
|
|||
Total deferred
|
(541
|
)
|
|
972
|
|
|
2,288
|
|
|||
Income tax expense
|
$
|
2,175
|
|
|
$
|
4,646
|
|
|
$
|
5,226
|
|
|
Year Ended
|
||||||||||
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
U.S. Federal statutory rate
|
$
|
(4,338
|
)
|
|
$
|
(5,299
|
)
|
|
$
|
643
|
|
U.S. State income tax, net of U.S. Federal tax benefits
|
513
|
|
|
(1,435
|
)
|
|
530
|
|
|||
International permanent differences
|
(110
|
)
|
|
(4,293
|
)
|
|
(489
|
)
|
|||
International tax rate differentials
|
(1,291
|
)
|
|
(7,046
|
)
|
|
345
|
|
|||
U.S. tax on international income
|
3,136
|
|
|
(1,118
|
)
|
|
1,787
|
|
|||
General business credits
|
(4,287
|
)
|
|
(3,839
|
)
|
|
(5,642
|
)
|
|||
Meals and entertainment
|
209
|
|
|
531
|
|
|
770
|
|
|||
Other, net
|
(160
|
)
|
|
942
|
|
|
(294
|
)
|
|||
Change in valuation allowance for dispositions
|
—
|
|
|
(4,237
|
)
|
|
—
|
|
|||
Change in valuation allowance for deferred tax assets
|
8,503
|
|
|
30,440
|
|
|
7,576
|
|
|||
Total
|
$
|
2,175
|
|
|
$
|
4,646
|
|
|
$
|
5,226
|
|
|
October 30,
2016
|
|
November 1,
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
62,670
|
|
|
$
|
58,909
|
|
Capital loss carryforwards
|
21,131
|
|
|
31,411
|
|
||
U.S. federal tax credit carryforwards
|
47,866
|
|
|
41,271
|
|
||
Purchased intangible assets
|
—
|
|
|
(49
|
)
|
||
Deferred income
|
10,714
|
|
|
—
|
|
||
Compensation accruals
|
6,170
|
|
|
5,653
|
|
||
Other, net
|
7,813
|
|
|
6,413
|
|
||
Total deferred tax assets
|
156,364
|
|
|
143,608
|
|
||
Less valuation allowance
|
(144,863
|
)
|
|
(136,323
|
)
|
||
Deferred tax assets, net
|
11,501
|
|
|
7,285
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Unremitted earnings from foreign subsidiaries
|
3,356
|
|
|
4,046
|
|
||
Software development costs
|
5,226
|
|
|
2,794
|
|
||
Accelerated tax depreciation and amortization
|
—
|
|
|
741
|
|
||
Other, net
|
3,914
|
|
|
1,225
|
|
||
Total deferred tax liabilities
|
12,496
|
|
|
8,806
|
|
||
Net deferred tax asset (liability)
|
$
|
(995
|
)
|
|
$
|
(1,521
|
)
|
|
|
|
|
||||
Balance sheet classification
|
|
|
|
||||
Current assets
|
$
|
—
|
|
|
$
|
837
|
|
Non-current assets
|
2,142
|
|
|
1,107
|
|
||
Current liabilities
|
—
|
|
|
(240
|
)
|
||
Non-current liabilities
|
(3,137
|
)
|
|
(3,225
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(995
|
)
|
|
$
|
(1,521
|
)
|
|
October 30,
2016
|
|
November 1,
2015 |
||||
Balance, beginning of year
|
$
|
5,215
|
|
|
$
|
7,329
|
|
Decrease related to current year tax provisions
|
52
|
|
|
(411
|
)
|
||
Settlements
|
—
|
|
|
(879
|
)
|
||
Lapse of statute of limitations
|
(30
|
)
|
|
(824
|
)
|
||
Total
|
$
|
5,237
|
|
|
$
|
5,215
|
|
|
October 30,
2016 |
November 1,
2015
|
||||
Financing program
|
$
|
97,050
|
|
$
|
100,000
|
|
8.2% term loan
|
—
|
|
7,295
|
|
||
Total debt
|
97,050
|
|
107,295
|
|
||
Less: amounts due within one year
|
2,050
|
|
982
|
|
||
Total long-term debt
|
$
|
95,000
|
|
$
|
106,313
|
|
|
Foreign
currency
gains/(losses)
|
|
Unrealized
gains/(losses)
on securities
|
|
Accumulated other
comprehensive
income (loss)
|
||||||
November 2, 2014
|
$
|
(6,365
|
)
|
|
$
|
(35
|
)
|
|
$
|
(6,400
|
)
|
Other comprehensive income (loss) before reclassifications
|
(4,787
|
)
|
|
12
|
|
|
(4,775
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
3,181
|
|
|
—
|
|
|
3,181
|
|
|||
Current period other comprehensive income (loss)
|
(1,606
|
)
|
|
12
|
|
|
(1,594
|
)
|
|||
November 1, 2015
|
(7,971
|
)
|
|
(23
|
)
|
|
(7,994
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
(1,998
|
)
|
|
23
|
|
|
(1,975
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(643
|
)
|
|
—
|
|
|
(643
|
)
|
|||
Current period other comprehensive income (loss)
|
(2,641
|
)
|
|
23
|
|
|
(2,618
|
)
|
|||
October 30, 2016
|
$
|
(10,612
|
)
|
|
$
|
—
|
|
|
$
|
(10,612
|
)
|
|
Year Ended
|
|
Affected Line Item in the Statement Where Net Loss is Presented
|
||||||
|
October 30, 2016
|
|
November 1, 2015
|
|
|||||
Foreign currency translation
|
|
|
|
|
|
||||
Closure of foreign subsidiary
|
$
|
(643
|
)
|
|
$
|
—
|
|
|
Foreign exchange gain (loss), net
|
Sale of foreign subsidiaries
|
—
|
|
|
3,181
|
|
|
Discontinued operations
|
||
Total reclassifications, net of tax
|
$
|
(643
|
)
|
|
$
|
3,181
|
|
|
|
|
Stock Options
|
|
Restricted Stock
|
|||||||||||||||||
2015 Plan
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|
Weighted
average
contractual
life
|
|
Aggregate
Intrinsic
Value
|
|
Number of
shares
|
|
Weighted
average
grant date
fair value
|
|||||||||
|
|
|
|
|
(in years)
|
|
(in thousands)
|
|
|
|
|
|||||||||
Outstanding - November 1, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
981,154
|
|
|
6.48
|
|
|
—
|
|
|
—
|
|
|
261,721
|
|
|
6.41
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(2,748
|
)
|
|
$
|
6.06
|
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
|
6.06
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,219
|
)
|
|
6.06
|
|
|||
Outstanding - October 30, 2016
|
978,406
|
|
|
$
|
6.48
|
|
|
9.51
|
|
|
$
|
242
|
|
|
185,952
|
|
|
$
|
7.13
|
|
Unvested at October 30, 2016
|
917,723
|
|
|
$
|
6.36
|
|
|
9.55
|
|
|
$
|
22
|
|
|
185,952
|
|
|
$
|
7.13
|
|
Vested and unexercisable at October 30, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercisable at October 30, 2016
|
60,683
|
|
|
$
|
8.33
|
|
|
8.98
|
|
|
$
|
—
|
|
|
|
|
|
|
Stock Options
|
|
Restricted Stock
|
|||||||||||||||||
2006 Plan
|
Number of
shares
|
|
Weighted
average
exercise
price
|
|
Weighted
average
contractual
life
|
|
Aggregate
Intrinsic
Value
|
|
Number of
shares
|
|
Weighted
average
grant date
fair value
|
|||||||||
|
|
|
|
|
(in years)
|
|
(in thousands)
|
|
|
|
|
|||||||||
Outstanding - November 3, 2013
|
484,150
|
|
|
$
|
6.50
|
|
|
5.42
|
|
|
$
|
1,041
|
|
|
73,334
|
|
|
$
|
7.61
|
|
Granted
|
340,000
|
|
|
$
|
12.59
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
$
|
9.24
|
|
|
Expired
|
(34,600
|
)
|
|
$
|
6.39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(25,400
|
)
|
|
$
|
6.39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,000
|
)
|
|
$
|
7.97
|
|
||
Outstanding - November 2, 2014
|
764,150
|
|
|
$
|
9.22
|
|
|
5.43
|
|
|
$
|
776
|
|
|
23,334
|
|
|
$
|
7.68
|
|
Granted
|
393,528
|
|
|
$
|
9.21
|
|
|
—
|
|
|
—
|
|
|
170,979
|
|
|
$
|
9.32
|
|
|
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(94,000
|
)
|
|
$
|
12.49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144,154
|
)
|
|
$
|
9.11
|
|
||
Exercised
|
(83,264
|
)
|
|
$
|
6.39
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Outstanding - November 1, 2015
|
980,414
|
|
|
$
|
9.14
|
|
|
5.31
|
|
|
$
|
727
|
|
|
50,159
|
|
|
$
|
9.17
|
|
Granted
|
189,897
|
|
|
$
|
7.18
|
|
|
—
|
|
|
—
|
|
|
38,314
|
|
|
$
|
7.18
|
|
|
Exercised
|
(11,682
|
)
|
|
$
|
6.39
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||
Forfeited
|
(216,000
|
)
|
|
$
|
8.34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,692
|
)
|
|
$
|
9.24
|
|
||
Outstanding - October 30, 2016
|
942,629
|
|
|
$
|
8.97
|
|
|
6.91
|
|
|
$
|
1
|
|
|
43,781
|
|
|
$
|
7.35
|
|
Unvested at October 30, 2016
|
214,555
|
|
|
$
|
7.34
|
|
|
9.37
|
|
|
$
|
1
|
|
|
43,781
|
|
|
$
|
7.35
|
|
Vested and unexercisable at October 30, 2016
|
85,000
|
|
|
14.00
|
|
|
4.67
|
|
|
—
|
|
|
—
|
|
|
|
||||
Exercisable at October 30, 2016
|
643,074
|
|
|
$
|
8.84
|
|
|
6.38
|
|
|
$
|
—
|
|
|
|
|
|
|
October 30,
2016
|
|
November 1,
2015
|
|
November 2,
2014 |
Weighted-average fair value of stock option granted
|
$2.41
|
|
$2.97
|
|
$3.21
|
Expected volatility
|
40.0%
|
|
40.0%
|
|
48.0%
|
Expected term (in years)
|
6.00
|
|
4.67
|
|
7.00
|
Risk-free interest rate
|
1.32%
|
|
1.53%
|
|
2.25%
|
Expected dividend yield
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
Year Ended
|
||||||||||
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
|
|
|
|
|
|
||||||
Selling, administrative and other operating costs
|
$
|
1,828
|
|
|
$
|
2,906
|
|
|
$
|
1,198
|
|
Total
|
$
|
1,828
|
|
|
$
|
2,906
|
|
|
$
|
1,198
|
|
|
Year Ended
|
||||||||||
|
October 30, 2016
|
|
November 1,
2015 |
|
November 2,
2014 |
||||||
Numerator
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(14,570
|
)
|
|
$
|
(19,786
|
)
|
|
$
|
(3,387
|
)
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(4,834
|
)
|
|
(15,601
|
)
|
|||
Net loss
|
$
|
(14,570
|
)
|
|
$
|
(24,620
|
)
|
|
$
|
(18,988
|
)
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Basic weighted average number of shares
|
20,831
|
|
|
20,816
|
|
|
20,863
|
|
|||
Dilutive weighted average number of shares
|
20,831
|
|
|
20,816
|
|
|
20,863
|
|
|||
|
|
|
|
|
|
||||||
Per Share Data:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(0.70
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.16
|
)
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(0.23
|
)
|
|
(0.75
|
)
|
|||
Net loss
|
$
|
(0.70
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(0.91
|
)
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(0.70
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.16
|
)
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(0.23
|
)
|
|
(0.75
|
)
|
|||
Net loss
|
$
|
(0.70
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(0.91
|
)
|
(a)
|
Leases
|
Fiscal year:
|
Amount
|
|
|
2017
|
$
|
17,309
|
|
2018
|
14,178
|
|
|
2019
|
11,187
|
|
|
2020
|
8,844
|
|
|
2021
|
6,158
|
|
|
Thereafter
|
41,136
|
|
(b)
|
Legal Proceedings
|
|
Year Ended October 30, 2016
|
||||||||||||||||||||||
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other (1)
|
|
Eliminations (2)
|
||||||||||||
Net revenue
|
$
|
1,334,747
|
|
|
$
|
1,047,888
|
|
|
$
|
131,496
|
|
|
$
|
106,585
|
|
|
$
|
114,772
|
|
|
$
|
(65,994
|
)
|
Cost of services
|
1,132,253
|
|
|
901,025
|
|
|
112,035
|
|
|
87,731
|
|
|
97,456
|
|
|
(65,994
|
)
|
||||||
Gross margin
|
202,494
|
|
|
146,863
|
|
|
19,461
|
|
|
18,854
|
|
|
17,316
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Selling, administrative and other operating costs
|
203,930
|
|
|
122,576
|
|
|
16,402
|
|
|
13,029
|
|
|
51,923
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
5,752
|
|
|
1,117
|
|
|
702
|
|
|
327
|
|
|
3,606
|
|
|
—
|
|
||||||
Gain on sale of building
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
|
—
|
|
||||||
Impairment charges
|
364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|
—
|
|
||||||
Operating income (loss)
|
(5,889
|
)
|
|
23,170
|
|
|
2,357
|
|
|
5,498
|
|
|
(36,914
|
)
|
|
—
|
|
||||||
Other income (expense), net
|
(6,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
2,175
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss from continuing operations
|
(14,570
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
$
|
(14,570
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 1, 2015
|
||||||||||||||||||||||
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other (1)
|
|
Eliminations (2)
|
||||||||||||
Net revenue
|
$
|
1,496,897
|
|
|
$
|
1,127,284
|
|
|
$
|
147,649
|
|
|
$
|
135,886
|
|
|
$
|
168,422
|
|
|
$
|
(82,344
|
)
|
Cost of services
|
1,268,363
|
|
|
974,859
|
|
|
127,699
|
|
|
108,309
|
|
|
139,840
|
|
|
(82,344
|
)
|
||||||
Gross margin
|
228,534
|
|
|
152,425
|
|
|
19,950
|
|
|
27,577
|
|
|
28,582
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Selling, administrative and other operating costs
|
231,033
|
|
|
131,277
|
|
|
18,990
|
|
|
15,545
|
|
|
65,221
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
3,635
|
|
|
705
|
|
|
357
|
|
|
—
|
|
|
2,573
|
|
|
—
|
|
||||||
Impairment charges
|
6,626
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
4,726
|
|
|
—
|
|
||||||
Operating income (loss)
|
(12,760
|
)
|
|
18,543
|
|
|
603
|
|
|
12,032
|
|
|
(43,938
|
)
|
|
—
|
|
||||||
Other income (expense), net
|
(2,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
4,646
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss from continuing operations
|
(19,786
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
(4,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
$
|
(24,620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 2, 2014
|
||||||||||||||||||||||
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other (1)
|
|
Eliminations (2)
|
||||||||||||
Net revenue
|
$
|
1,710,028
|
|
|
$
|
1,284,314
|
|
|
$
|
158,266
|
|
|
$
|
146,547
|
|
|
$
|
208,820
|
|
|
$
|
(87,919
|
)
|
Cost of services
|
1,450,448
|
|
|
1,106,921
|
|
|
135,875
|
|
|
121,168
|
|
|
174,403
|
|
|
(87,919
|
)
|
||||||
Gross margin
|
259,580
|
|
|
177,393
|
|
|
22,391
|
|
|
25,379
|
|
|
34,417
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Selling, administrative and other operating costs
|
249,026
|
|
|
140,698
|
|
|
21,281
|
|
|
16,056
|
|
|
70,991
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
2,507
|
|
|
730
|
|
|
—
|
|
|
|
|
1,777
|
|
|
—
|
|
|||||||
Restatement, investigations and remediation
|
3,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,261
|
|
|
—
|
|
||||||
Operating income (loss)
|
4,786
|
|
|
35,965
|
|
|
1,110
|
|
|
9,323
|
|
|
(41,612
|
)
|
|
—
|
|
||||||
Other income (expense), net
|
(2,947
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
5,226
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss from continuing operations
|
(3,387
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
(15,601
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
$
|
(18,988
|
)
|
|
|
|
|
|
|
|
|
|
|
|
October 30,
2016
|
|
November 1,
2015 |
||||
Assets:
|
|
|
|
||||
North American Staffing
|
$
|
135,620
|
|
|
$
|
143,022
|
|
International Staffing
|
36,279
|
|
|
44,162
|
|
||
Technology Outsourcing Services and Solutions
|
34,038
|
|
|
31,626
|
|
||
Corporate & Other
|
92,948
|
|
|
85,073
|
|
||
Total segments
|
298,885
|
|
|
303,883
|
|
||
Held for sale
|
17,580
|
|
|
22,943
|
|
||
Total Assets
|
$
|
316,465
|
|
|
$
|
326,826
|
|
|
Year Ended
|
||||||||||
|
October 30, 2016
|
|
November 1,
2015 |
|
November 2,
2014 |
||||||
Net Revenue:
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,148,254
|
|
|
$
|
1,273,971
|
|
|
$
|
1,489,334
|
|
International, principally Europe
|
186,493
|
|
|
222,926
|
|
|
220,694
|
|
|||
Total Net Revenue
|
$
|
1,334,747
|
|
|
$
|
1,496,897
|
|
|
$
|
1,710,028
|
|
|
October 30,
2016
|
|
November 1,
2015 |
||||
Long-Lived Assets:
|
|
|
|
||||
Domestic
|
$
|
27,113
|
|
|
$
|
21,335
|
|
International
|
3,020
|
|
|
2,760
|
|
||
Total Long-Lived Assets
|
$
|
30,133
|
|
|
$
|
24,095
|
|
|
Year Ended
|
||||||||||
|
October 30,
2016
|
|
November 1,
2015 |
|
November 2,
2014 |
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
North American Staffing
|
$
|
480
|
|
|
$
|
422
|
|
|
$
|
287
|
|
International Staffing
|
893
|
|
|
324
|
|
|
308
|
|
|||
Technology Outsourcing Services and Solutions
|
1,339
|
|
|
2,265
|
|
|
641
|
|
|||
Corporate & Other
|
14,838
|
|
|
5,541
|
|
|
4,031
|
|
|||
Total Capital Expenditures
|
$
|
17,550
|
|
|
$
|
8,552
|
|
|
$
|
5,267
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization:
|
|
|
|
|
|
||||||
North American Staffing
|
$
|
517
|
|
|
$
|
619
|
|
|
$
|
1,148
|
|
International Staffing
|
345
|
|
|
332
|
|
|
329
|
|
|||
Technology Outsourcing Services and Solutions
|
1,728
|
|
|
1,172
|
|
|
1,761
|
|
|||
Corporate & Other
|
3,379
|
|
|
4,688
|
|
|
6,085
|
|
|||
Total Depreciation and Amortization
|
$
|
5,969
|
|
|
$
|
6,811
|
|
|
$
|
9,323
|
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||
|
January 31,
2016 |
|
May 1,
2016 |
|
July 31,
2016 |
|
October 30,
2016 |
|
October 30,
2016 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET REVENUE
|
$
|
326,968
|
|
|
$
|
335,576
|
|
|
$
|
330,625
|
|
|
$
|
341,578
|
|
|
$
|
1,334,747
|
|
Cost of services
|
281,400
|
|
|
284,104
|
|
|
282,098
|
|
|
284,651
|
|
|
1,132,253
|
|
|||||
GROSS MARGIN
|
45,568
|
|
|
51,472
|
|
|
48,527
|
|
|
56,927
|
|
|
202,494
|
|
|||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, administrative and other operating costs
|
52,623
|
|
|
51,128
|
|
|
49,543
|
|
|
50,636
|
|
|
203,930
|
|
|||||
Restructuring and severance costs
|
2,761
|
|
|
840
|
|
|
970
|
|
|
1,181
|
|
|
5,752
|
|
|||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|
364
|
|
|||||
Gain on sale of building
|
—
|
|
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
|||||
TOTAL EXPENSES
|
55,384
|
|
|
50,305
|
|
|
50,513
|
|
|
52,181
|
|
|
208,383
|
|
|||||
OPERATING INCOME (LOSS)
|
(9,816
|
)
|
|
1,167
|
|
|
(1,986
|
)
|
|
4,746
|
|
|
(5,889
|
)
|
|||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
74
|
|
|
37
|
|
|
18
|
|
|
17
|
|
|
146
|
|
|||||
Interest expense
|
(732
|
)
|
|
(899
|
)
|
|
(844
|
)
|
|
(830
|
)
|
|
(3,305
|
)
|
|||||
Foreign exchange gain (loss), net
|
344
|
|
|
(579
|
)
|
|
(1,003
|
)
|
|
(565
|
)
|
|
(1,803
|
)
|
|||||
Other income (expense), net
|
(279
|
)
|
|
(420
|
)
|
|
(402
|
)
|
|
(443
|
)
|
|
(1,544
|
)
|
|||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(10,409
|
)
|
|
(694
|
)
|
|
(4,217
|
)
|
|
2,925
|
|
|
(12,395
|
)
|
|||||
Income tax provision
|
553
|
|
|
1,091
|
|
|
393
|
|
|
138
|
|
|
2,175
|
|
|||||
INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF INCOME TAXES
|
(10,962
|
)
|
|
(1,785
|
)
|
|
(4,610
|
)
|
|
2,787
|
|
|
(14,570
|
)
|
|||||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
NET INCOME (LOSS)
|
$
|
(10,962
|
)
|
|
$
|
(1,785
|
)
|
|
$
|
(4,610
|
)
|
|
$
|
2,787
|
|
|
$
|
(14,570
|
)
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.70
|
)
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.70
|
)
|
Weighted average number of shares
|
20,813
|
|
|
20,814
|
|
|
20,846
|
|
|
20,852
|
|
|
20,831
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.70
|
)
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
$
|
(0.53
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.70
|
)
|
Weighted average number of shares
|
20,813
|
|
|
20,814
|
|
|
20,846
|
|
|
21,762
|
|
|
20,831
|
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||
|
February 1,
2015 |
|
May 3,
2015 |
|
August 2,
2015 |
|
November 1,
2015 |
|
November 1,
2015 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET REVENUE
|
$
|
383,066
|
|
|
$
|
385,189
|
|
|
$
|
364,668
|
|
|
$
|
363,974
|
|
|
$
|
1,496,897
|
|
Cost of services
|
330,024
|
|
|
324,673
|
|
|
307,866
|
|
|
305,800
|
|
|
1,268,363
|
|
|||||
GROSS MARGIN
|
53,042
|
|
|
60,516
|
|
|
56,802
|
|
|
58,174
|
|
|
228,534
|
|
|||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, administrative and other operating costs
|
59,389
|
|
|
58,985
|
|
|
57,409
|
|
|
55,250
|
|
|
231,033
|
|
|||||
Restructuring and severance costs
|
975
|
|
|
251
|
|
|
1,867
|
|
|
542
|
|
|
3,635
|
|
|||||
Impairment charges
|
—
|
|
|
5,374
|
|
|
580
|
|
|
672
|
|
|
6,626
|
|
|||||
TOTAL EXPENSES
|
60,364
|
|
|
64,610
|
|
|
59,856
|
|
|
56,464
|
|
|
241,294
|
|
|||||
OPERATING INCOME (LOSS)
|
(7,322
|
)
|
|
(4,094
|
)
|
|
(3,054
|
)
|
|
1,710
|
|
|
(12,760
|
)
|
|||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
62
|
|
|
261
|
|
|
175
|
|
|
74
|
|
|
572
|
|
|||||
Interest expense
|
(696
|
)
|
|
(991
|
)
|
|
(746
|
)
|
|
(811
|
)
|
|
(3,244
|
)
|
|||||
Foreign exchange gain (loss), net
|
437
|
|
|
(1,600
|
)
|
|
1,010
|
|
|
(96
|
)
|
|
(249
|
)
|
|||||
Other income (expense), net
|
98
|
|
|
43
|
|
|
(178
|
)
|
|
578
|
|
|
541
|
|
|||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(7,421
|
)
|
|
(6,381
|
)
|
|
(2,793
|
)
|
|
1,455
|
|
|
(15,140
|
)
|
|||||
Income tax provision
|
1,379
|
|
|
532
|
|
|
1,351
|
|
|
1,384
|
|
|
4,646
|
|
|||||
INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF INCOME TAXES
|
(8,800
|
)
|
|
(6,913
|
)
|
|
(4,144
|
)
|
|
71
|
|
|
(19,786
|
)
|
|||||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from discontinued operations, net of income taxes
|
(4,519
|
)
|
|
—
|
|
|
—
|
|
|
(315
|
)
|
|
(4,834
|
)
|
|||||
NET LOSS
|
$
|
(13,319
|
)
|
|
$
|
(6,913
|
)
|
|
$
|
(4,144
|
)
|
|
$
|
(244
|
)
|
|
$
|
(24,620
|
)
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(0.42
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
—
|
|
|
$
|
(0.95
|
)
|
Loss from discontinued operations
|
(0.22
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.23
|
)
|
|||||
Net loss
|
$
|
(0.64
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(1.18
|
)
|
Weighted average number of shares
|
20,930
|
|
|
20,793
|
|
|
20,741
|
|
|
20,799
|
|
|
20,816
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(0.42
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
—
|
|
|
$
|
(0.95
|
)
|
Loss from discontinued operations
|
(0.22
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.23
|
)
|
|||||
Net loss
|
$
|
(0.64
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(1.18
|
)
|
Weighted average number of shares
|
20,930
|
|
|
20,793
|
|
|
20,741
|
|
|
20,930
|
|
|
20,816
|
|
No.
|
Name (1)
|
|
Jurisdiction of
Incorporation
|
1
|
14011 So. Normandie Ave. Realty Corp.
|
|
Nevada
|
2
|
500 South Douglas Realty Corp.
|
|
Delaware
|
3
|
Arctern Consulting Private Limited (2)
|
|
India
|
4
|
Arctern, Inc.
|
|
Virginia
|
5
|
Century Reprographics
|
|
California
|
6
|
DataComp Corporation
|
|
Pennsylvania
|
7
|
DataServ, Incorporated
|
|
Pennsylvania
|
8
|
DN Volt of Georgia, Inc.
|
|
Georgia
|
9
|
DN Volt, Inc.
|
|
Delaware
|
10
|
Fidelity National Credit Services Ltd.
|
|
California
|
11
|
Volt Europe Limited
|
|
United Kingdom
|
12
|
Information Management Associates, Inc.
|
|
Delaware
|
13
|
Maintech Europe Limited
|
|
United Kingdom
|
14
|
Maintech, Incorporated
|
|
Delaware
|
15
|
Nuco I, Ltd.
|
|
Nevada
|
16
|
Nuco II, Ltd.
|
|
Delaware
|
17
|
Nuco IV, Ltd.
|
|
Delaware
|
18
|
P/S Partner Solutions, Ltd.
|
|
Delaware
|
19
|
ProcureStaff Technologies, Ltd.
|
|
Delaware
|
20
|
Volt Consulting MSP Canada Ltd.
|
|
Canada
|
21
|
ProcureStaff India Private Limited
|
|
India
|
22
|
Volt Australia Pty. Limited
|
|
Australia
|
23
|
Shaw & Shaw, Inc.
|
|
Delaware
|
24
|
Sierra Technology Corporation
|
|
California
|
25
|
VIS Executive Search, Inc.
|
|
California
|
26
|
VMC Consulting Corporation
|
|
Delaware
|
27
|
VMC Consulting Europe Limited
|
|
United Kingdom
|
28
|
VMC Services India Private Limited
|
|
India
|
29
|
Volt Asia Enterprises (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
30
|
Volt Asia Enterprises (Taiwan) Co. Ltd.
|
|
Taiwan
|
31
|
Volt Asia Enterprises, Ltd.
|
|
Delaware
|
32
|
Volt ATRD Corp.
|
|
Delaware
|
33
|
Volt Australia, Ltd.
|
|
Delaware
|
34
|
Volt Canada Inc.
|
|
Canada
|
35
|
Volt Consulting Group, Ltd.
|
|
Delaware
|
36
|
Volt Delta International B.V.
|
|
Netherlands
|
37
|
Volt Delta International Communications Ltd.
|
|
United Kingdom
|
38
|
Volt Delta International Pte, Ltd
|
|
Singapore
|
39
|
Volt Delta Resource Holdings, Inc.
|
|
Nevada
|
40
|
Volt Delta Resources of Mexico, S. de R.L. de C.V.
|
|
Mexico
|
41
|
Volt Delta Resources, Inc.
|
|
Delaware
|
42
|
Volt Directory Marketing, Ltd. (3)
|
|
Delaware
|
43
|
Volt Europe (Belgium) SPRL
|
|
Belgium
|
44
|
Volt Europe (Deutschland) GmbH
|
|
Germany
|
No.
|
Name (1)
|
|
Jurisdiction of
Incorporation
|
45
|
Volt Europe (Espana) S.L.
|
|
Spain
|
46
|
Volt Europe (France) SARL
|
|
France
|
47
|
Volt Europe (Germany) GmbH
|
|
Germany
|
48
|
Volt Europe (Nederland) BV
|
|
Netherlands
|
49
|
Volt Europe (Switzerland) SA
|
|
Switzerland
|
50
|
Volt Europe Ceska Republika s.r.o
|
|
Czech Republic
|
51
|
Volt Europe Holdings Limited
|
|
United Kingdom
|
52
|
Volt Europe Slovakia s.r.o.
|
|
Slovakia
|
53
|
Volt Europe Temporary Services Limited
|
|
United Kingdom
|
54
|
Volt Funding Corp.
|
|
Delaware
|
55
|
Volt Gatton Holding, Inc.
|
|
Delaware
|
56
|
Volt Holding Corp.
|
|
Nevada
|
57
|
Volt Information Sciences (India) Private Limited (4)
|
|
India
|
58
|
Volt Maintech Limited
|
|
Hong Kong
|
59
|
Volt Management Corp.
|
|
Delaware
|
60
|
Volt Netherlands Holding BV
|
|
Netherlands
|
61
|
Volt Opportunity Road Realty Corp.
|
|
Delaware
|
62
|
Volt Orangeca Real Estate Corp.
|
|
Delaware
|
63
|
Volt Publications, Inc.
|
|
Delaware
|
64
|
Volt Reach, Inc.
|
|
Delaware
|
65
|
Volt Consulting Group Limited
|
|
United Kingdom
|
66
|
Volt Service Corporation Pte, Ltd.
|
|
Singapore
|
67
|
Volt Service K.K.
|
|
Japan
|
68
|
Volt Services Group (Netherlands) B.V.
|
|
Netherlands
|
69
|
Volt Telecommunications Group, Inc.
|
|
Delaware
|
70
|
VMC Volt Information Sciences BC, Inc
|
|
Canada
|
(1)
|
Except as noted, each named subsidiary is wholly owned, directly or indirectly by Volt Information Sciences, Inc., except that, in the case of certain foreign subsidiaries, qualifying shares may be registered in the name of directors.
|
(2)
|
99.9% owned by Volt Asia Enterprises / 00.1% owned by Nuco I.
|
(3)
|
80% owned by Nuco II, Ltd / 20% owned by Market Access International.
|
(4)
|
99.99% owned by Volt Asia Enterprises / 00.01% owned by Nuco I.
|
|
/s/ Michael Dean
|
|
Michael Dean
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Paul Tomkins
|
|
Paul Tomkins
|
|
Senior Vice President and
Chief Financial Officer |
|
(Principal Financial Officer)
|
|
/s/ Michael Dean
|
|
Michael Dean
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Paul Tomkins
|
|
Paul Tomkins
|
|
Senior Vice President and
Chief Financial Officer |
|
(Principal Financial Officer)
|