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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 29, 2017
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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 AMERICAN
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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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•
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failure to implement strategic information technology projects or attain the efficiencies from the systems that supported the investment;
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•
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employment-related claims, indemnification claims and other claims from clients and third parties;
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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 with no minimum purchase requirements, or 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 retain high quality personnel and members of management;
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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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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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vulnerability of information technology systems 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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significant percentage of common stock owned by a limited number of 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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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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Quality Assurance Services - Our services assisted in ensuring our customers’ product performs as designed. These services extended to game, hardware, software, consumer product and mobile product and service offerings. We also provide business intelligence and analytics services by assisting 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 Services - 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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increase our market share in our key customers and target market sectors;
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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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•
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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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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 our 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 share buyback program; and
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•
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Acquiring value-added businesses.
Potentially, 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.
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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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•
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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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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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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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•
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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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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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2017
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High
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$
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8.45
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$
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8.65
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$
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6.35
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$
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4.10
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Low
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$
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5.70
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$
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5.75
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$
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3.65
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$
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2.20
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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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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 29,
2017 |
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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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52 weeks
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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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STATEMENT OF OPERATIONS DATA
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Net revenue
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$
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1,194,436
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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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Operating income (loss)
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$
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39,163
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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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Income (loss) from continuing operations, net of income taxes
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$
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28,825
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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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Loss from discontinued operations, net of income taxes
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$
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(1,693
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)
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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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Net income (loss)
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$
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27,132
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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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PER SHARE DATA:
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Basic:
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Income (loss) from continuing operations
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$
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1.38
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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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Loss from discontinued operations
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(0.08
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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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Net income (loss)
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$
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1.30
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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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Weighted average number of shares
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20,942
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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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Diluted:
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Income (loss) from continuing operations
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$
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1.37
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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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Loss from discontinued operations
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(0.08
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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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|||||
Net income (loss)
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$
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1.29
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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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Weighted average number of shares
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21,017
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|
|
20,831
|
|
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20,816
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|
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20,863
|
|
|
20,826
|
|
|||||
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|
|
|
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||||||||||
(in thousands)
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October 29,
2017 |
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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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BALANCE SHEET DATA
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Cash and cash equivalents
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$
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37,077
|
|
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$
|
6,386
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|
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$
|
10,188
|
|
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$
|
6,723
|
|
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$
|
8,855
|
|
Working capital
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$
|
81,881
|
|
|
$
|
134,086
|
|
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$
|
143,184
|
|
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$
|
59,893
|
|
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$
|
69,633
|
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Total assets
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$
|
284,809
|
|
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$
|
316,465
|
|
|
$
|
326,826
|
|
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$
|
424,332
|
|
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$
|
501,340
|
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Short-term borrowings, including current portion of long-term debt
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$
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50,000
|
|
|
$
|
2,050
|
|
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$
|
982
|
|
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$
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129,417
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|
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$
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168,114
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Long-term debt, excluding current portion
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$
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—
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$
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95,000
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|
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$
|
106,313
|
|
|
$
|
7,216
|
|
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$
|
8,127
|
|
Total stockholders’ equity
|
$
|
83,994
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|
|
$
|
48,965
|
|
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$
|
64,491
|
|
|
$
|
91,394
|
|
|
$
|
110,241
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|
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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•
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Intersegment revenue for North American Staffing from Technology Outsourcing Services and Solutions is based on a set percentage of direct labor dollars for recruiting and administrative services; and
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•
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The direct labor costs associated with the contingent employees placed by North American Staffing on behalf of Technology Outsourcing Services and Solutions’ customers are directly borne by the Technology Outsourcing Services and Solutions segment instead of by North American Staffing.
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Year Ended October 29, 2017
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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 (1)
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Elimination (2)
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||||||||||||
Net revenue
|
$
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1,194,436
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|
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$
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919,260
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|
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$
|
119,762
|
|
|
$
|
100,847
|
|
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$
|
61,025
|
|
|
$
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(6,458
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)
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Cost of services
|
1,007,041
|
|
|
782,405
|
|
|
101,064
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|
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80,358
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|
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49,672
|
|
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(6,458
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)
|
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Gross margin
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187,395
|
|
|
136,855
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|
|
18,698
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|
|
20,489
|
|
|
11,353
|
|
|
—
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|
||||||
|
|
|
|
|
|
|
|
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|
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|
||||||||||||
Selling, administrative and other operating costs
|
197,130
|
|
|
119,320
|
|
|
15,836
|
|
|
14,496
|
|
|
47,478
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
1,379
|
|
|
382
|
|
|
14
|
|
|
39
|
|
|
944
|
|
|
—
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|
||||||
Gain from divestitures
|
(51,971
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,971
|
)
|
|
—
|
|
||||||
Settlement and impairment charges
|
1,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,694
|
|
|
—
|
|
||||||
Operating income
|
39,163
|
|
|
17,153
|
|
|
2,848
|
|
|
5,954
|
|
|
13,208
|
|
|
—
|
|
||||||
Other income (expense), net
|
(6,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
3,388
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income from continuing operations
|
28,825
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
(1,693
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
$
|
27,132
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 30, 2016
|
||||||||||||||||||||||
(in thousands)
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other (1)
|
|
Elimination (2)
|
||||||||||||
Net revenue
|
$
|
1,334,747
|
|
|
$
|
994,346
|
|
|
$
|
131,496
|
|
|
$
|
106,585
|
|
|
$
|
114,772
|
|
|
$
|
(12,452
|
)
|
Cost of services
|
1,132,253
|
|
|
847,483
|
|
|
112,035
|
|
|
87,731
|
|
|
97,456
|
|
|
(12,452
|
)
|
||||||
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 from divestitures
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
|
—
|
|
||||||
Settlement and 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
|
$
|
(14,570
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 30, 2016
|
||||||||||||||||||||||
(in thousands)
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other (1)
|
|
Elimination (2)
|
||||||||||||
Net revenue
|
$
|
1,334,747
|
|
|
$
|
994,346
|
|
|
$
|
131,496
|
|
|
$
|
106,585
|
|
|
$
|
114,772
|
|
|
$
|
(12,452
|
)
|
Cost of services
|
1,132,253
|
|
|
847,483
|
|
|
112,035
|
|
|
87,731
|
|
|
97,456
|
|
|
(12,452
|
)
|
||||||
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 from divestitures
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
|
—
|
|
||||||
Settlement and 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
|
$
|
(14,570
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 1, 2015
|
||||||||||||||||||||||
(in thousands)
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other
|
|
Elimination (2)
|
||||||||||||
Net revenue
|
$
|
1,496,897
|
|
|
$
|
1,059,847
|
|
|
$
|
147,649
|
|
|
$
|
135,886
|
|
|
$
|
168,422
|
|
|
$
|
(14,907
|
)
|
Cost of services
|
1,268,363
|
|
|
907,422
|
|
|
127,699
|
|
|
108,309
|
|
|
139,840
|
|
|
(14,907
|
)
|
||||||
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
|
|
|
—
|
|
||||||
Settlement and 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
|
)
|
|
|
|
|
|
|
|
|
|
|
•
|
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 share buyback program; and
|
•
|
Acquiring value-added businesses.
Potentially, 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)
|
October 30, 2016
|
January 29, 2017
|
April 30, 2017
|
July 30, 2017
|
October 29, 2017
|
January 5, 2018
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
(a)
|
$
|
6,386
|
|
$
|
19,018
|
|
$
|
20,743
|
|
$
|
16,357
|
|
$
|
37,077
|
|
|
||
|
|
|
|
|
|
|
||||||||||||
Cash in banks
(b)
|
$
|
11,248
|
|
$
|
24,805
|
|
$
|
24,080
|
|
$
|
18,981
|
|
$
|
40,685
|
|
$
|
42,967
|
|
PNC Financing Program
|
33,986
|
|
16,445
|
|
31,837
|
|
14,445
|
|
54,129
|
|
44,405
|
|
||||||
Short-Term Credit Facility - BofA
|
3,291
|
|
2,709
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Global liquidity
|
$
|
48,525
|
|
$
|
43,959
|
|
$
|
55,917
|
|
$
|
33,426
|
|
$
|
94,814
|
|
$
|
87,372
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
||||||||||
(in thousands)
|
October 29, 2017
|
|
October 30, 2016
|
|
November 1,
2015 |
||||||
Net cash provided by (used in) operating activities
|
$
|
4,569
|
|
|
$
|
(7,611
|
)
|
|
$
|
43,324
|
|
Net cash provided by (used in) investing activities
|
72,666
|
|
|
18,840
|
|
|
(7,428
|
)
|
|||
Net cash used in financing activities
|
(48,290
|
)
|
|
(11,386
|
)
|
|
(24,059
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,746
|
|
|
(3,645
|
)
|
|
(924
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(7,237
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
30,691
|
|
|
$
|
(3,802
|
)
|
|
$
|
3,676
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
Less Than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
After 5
Years
|
||||||||||
PNC Financing Program
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Debt
|
50,000
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
82,399
|
|
|
13,890
|
|
|
19,286
|
|
|
11,849
|
|
|
37,374
|
|
|||||
Standby letters of credit
|
28,723
|
|
|
28,723
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other (a)
|
9,334
|
|
|
5,984
|
|
|
3,350
|
|
|
—
|
|
|
—
|
|
|||||
Total Contractual Cash Obligations
|
$
|
170,456
|
|
|
$
|
98,597
|
|
|
$
|
22,636
|
|
|
$
|
11,849
|
|
|
$
|
37,374
|
|
(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
|
•
|
We performed an assessment of the respective IT roles and responsibilities and aligned the access rights to commensurate with those roles;
|
•
|
We implemented a monitoring process to track and validate emergency changes performed by critical IT functions;
|
•
|
We strengthened our change management process to ensure that only approved and documented changes to the system are permitted; and
|
•
|
We implemented additional controls designed to operate at a sufficiently precise level to enable detection of unauthorized changes to the financial statements that could rise to a material level.
|
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
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
10.5*
|
|
|
|
|
|
10.6*
|
|
|
|
|
|
10.7*
|
|
|
|
|
|
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
|
|
|
|
|
|
10.11*
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13*
|
|
|
|
|
|
10.14*
|
|
|
|
|
|
10.15*
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20*
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31*
|
|
|
|
|
|
10.32*
|
|
|
|
|
|
10.33*
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34*
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36*
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
21
|
|
|
|
|
|
23
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
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 12, 2018
|
By:
|
|
|
/s/ Michael Dean
|
|
|
|
|
Michael Dean
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Date: January 12, 2018
|
By:
|
|
|
/s/ Paul Tomkins
|
|
|
|
|
Paul Tomkins
|
|
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
|
|
|
|
Date: January 12, 2018
|
By:
|
|
|
/s/ Leonard Naujokas
|
|
|
|
|
Leonard Naujokas
|
|
|
|
|
Controller and Chief Accounting Officer
(Principal Accounting Officer) |
Date: January 12, 2018
|
By:
|
|
|
/s/ Dana Messina
|
|
|
|
|
Dana Messina
|
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
Date: January 12, 2018
|
By:
|
|
|
/s/ Michael Dean
|
|
|
|
|
Michael Dean
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Date: January 12, 2018
|
By:
|
|
|
/s/ Nick S. Cyprus
|
|
|
|
|
Nick S. Cyprus
|
|
|
|
|
Director
|
|
|
|
|
|
Date: January 12, 2018
|
By:
|
|
|
/s/ Bruce G. Goodman
|
|
|
|
|
Bruce G. Goodman
|
|
|
|
|
Director
|
|
|
|
|
|
Date: January 12, 2018
|
By:
|
|
|
/s/ William Grubbs
|
|
|
|
|
William Grubbs
|
|
|
|
|
Director
|
|
|
|
|
|
Date: January 12, 2018
|
By:
|
|
|
/s/ Laurie Siegel
|
|
|
|
|
Laurie Siegel
|
|
|
|
|
Director
|
|
|
|
|
|
Date: January 12, 2018
|
By:
|
|
|
/s/ Arnold Ursaner
|
|
|
|
|
Arnold Ursaner
|
|
|
|
|
Director
|
|
Year Ended
|
||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
NET REVENUE
|
$
|
1,194,436
|
|
|
$
|
1,334,747
|
|
|
$
|
1,496,897
|
|
Cost of services
|
1,007,041
|
|
|
1,132,253
|
|
|
1,268,363
|
|
|||
GROSS MARGIN
|
187,395
|
|
|
202,494
|
|
|
228,534
|
|
|||
EXPENSES
|
|
|
|
|
|
||||||
Selling, administrative and other operating costs
|
197,130
|
|
|
203,930
|
|
|
231,033
|
|
|||
Restructuring and severance costs
|
1,379
|
|
|
5,752
|
|
|
3,635
|
|
|||
Gain from divestitures
|
(51,971
|
)
|
|
(1,663
|
)
|
|
—
|
|
|||
Settlement and impairment charges
|
1,694
|
|
|
364
|
|
|
6,626
|
|
|||
TOTAL EXPENSES
|
148,232
|
|
|
208,383
|
|
|
241,294
|
|
|||
OPERATING INCOME (LOSS)
|
39,163
|
|
|
(5,889
|
)
|
|
(12,760
|
)
|
|||
OTHER INCOME (EXPENSE), NET
|
|
|
|
|
|
||||||
Interest income
|
39
|
|
|
146
|
|
|
572
|
|
|||
Interest expense
|
(3,790
|
)
|
|
(3,305
|
)
|
|
(3,244
|
)
|
|||
Foreign exchange gain (loss), net
|
(1,637
|
)
|
|
(1,803
|
)
|
|
(249
|
)
|
|||
Other income (expense), net
|
(1,562
|
)
|
|
(1,544
|
)
|
|
541
|
|
|||
TOTAL OTHER INCOME (EXPENSE), NET
|
(6,950
|
)
|
|
(6,506
|
)
|
|
(2,380
|
)
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
32,213
|
|
|
(12,395
|
)
|
|
(15,140
|
)
|
|||
Income tax provision
|
3,388
|
|
|
2,175
|
|
|
4,646
|
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
28,825
|
|
|
(14,570
|
)
|
|
(19,786
|
)
|
|||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of income taxes
|
(1,693
|
)
|
|
—
|
|
|
(4,834
|
)
|
|||
NET INCOME (LOSS)
|
$
|
27,132
|
|
|
$
|
(14,570
|
)
|
|
$
|
(24,620
|
)
|
PER SHARE DATA:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.38
|
|
|
$
|
(0.70
|
)
|
|
$
|
(0.95
|
)
|
Loss from discontinued operations
|
(0.08
|
)
|
|
—
|
|
|
(0.23
|
)
|
|||
Net income (loss)
|
$
|
1.30
|
|
|
$
|
(0.70
|
)
|
|
$
|
(1.18
|
)
|
Weighted average number of shares
|
20,942
|
|
|
20,831
|
|
|
20,816
|
|
|||
Diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.37
|
|
|
$
|
(0.70
|
)
|
|
$
|
(0.95
|
)
|
Loss from discontinued operations
|
(0.08
|
)
|
|
—
|
|
|
(0.23
|
)
|
|||
Net income (loss)
|
$
|
1.29
|
|
|
$
|
(0.70
|
)
|
|
$
|
(1.18
|
)
|
Weighted average number of shares
|
21,017
|
|
|
20,831
|
|
|
20,816
|
|
|
Year Ended
|
||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
NET INCOME (LOSS)
|
$
|
27,132
|
|
|
$
|
(14,570
|
)
|
|
$
|
(24,620
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments net of taxes of $0, $0, and $0, respectively
|
5,351
|
|
|
(2,641
|
)
|
|
(1,606
|
)
|
|||
Unrealized gain on marketable securities net of taxes of $0, $0, and $0, respectively
|
—
|
|
|
23
|
|
|
12
|
|
|||
Total other comprehensive income (loss)
|
5,351
|
|
|
(2,618
|
)
|
|
(1,594
|
)
|
|||
COMPREHENSIVE INCOME (LOSS)
|
$
|
32,483
|
|
|
$
|
(17,188
|
)
|
|
$
|
(26,214
|
)
|
|
October 29, 2017
|
|
October 30, 2016
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
37,077
|
|
|
$
|
6,386
|
|
Restricted cash
|
17,020
|
|
|
10,347
|
|
||
Short-term investments
|
3,524
|
|
|
3,601
|
|
||
Trade accounts receivable, net of allowances of $1,249 and $801, respectively
|
173,818
|
|
|
193,866
|
|
||
Recoverable income taxes
|
1,643
|
|
|
16,979
|
|
||
Other current assets
|
11,755
|
|
|
11,806
|
|
||
Assets held for sale
|
—
|
|
|
17,580
|
|
||
TOTAL CURRENT ASSETS
|
244,837
|
|
|
260,565
|
|
||
Other assets, excluding current portion
|
10,851
|
|
|
25,767
|
|
||
Property, equipment and software, net
|
29,121
|
|
|
30,133
|
|
||
TOTAL ASSETS
|
$
|
284,809
|
|
|
$
|
316,465
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accrued compensation
|
$
|
24,504
|
|
|
$
|
29,147
|
|
Accounts payable
|
36,895
|
|
|
32,425
|
|
||
Accrued taxes other than income taxes
|
20,467
|
|
|
22,791
|
|
||
Accrued insurance and other
|
30,282
|
|
|
34,306
|
|
||
Short-term borrowings, including current portion of long-term debt
|
50,000
|
|
|
2,050
|
|
||
Income taxes payable
|
808
|
|
|
—
|
|
||
Liabilities held for sale
|
—
|
|
|
5,760
|
|
||
TOTAL CURRENT LIABILITIES
|
162,956
|
|
|
126,479
|
|
||
Accrued insurance and other, excluding current portion
|
10,828
|
|
|
9,999
|
|
||
Deferred gain on sale of real estate, excluding current portion
|
24,162
|
|
|
26,108
|
|
||
Income taxes payable, excluding current portion
|
1,663
|
|
|
6,777
|
|
||
Deferred income taxes
|
1,206
|
|
|
3,137
|
|
||
Long-term debt, excluding current portion
|
—
|
|
|
95,000
|
|
||
TOTAL LIABILITIES
|
200,815
|
|
|
267,500
|
|
||
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
- 21,026,253 a
nd 20,917,500, respectively
|
2,374
|
|
|
2,374
|
|
||
Paid-in capital
|
78,645
|
|
|
76,564
|
|
||
Retained earnings
|
45,843
|
|
|
21,000
|
|
||
Accumulated other comprehensive loss
|
(5,261
|
)
|
|
(10,612
|
)
|
||
Treasury stock, at cost; 2,711,750 and 2,820,503 shares, respectively
|
(37,607
|
)
|
|
(40,361
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
83,994
|
|
|
48,965
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
284,809
|
|
|
$
|
316,465
|
|
|
Common Stock
$0.10 Par Value
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
|||||||||||||
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 repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
27,132
|
|
|
—
|
|
|
—
|
|
|
27,132
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
2,595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,595
|
|
||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
(514
|
)
|
|
(2,289
|
)
|
|
—
|
|
|
2,754
|
|
|
(49
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,351
|
|
|
—
|
|
|
5,351
|
|
||||||
BALANCE AT OCTOBER 29, 2017
|
23,738,003
|
|
|
$
|
2,374
|
|
|
$
|
78,645
|
|
|
$
|
45,843
|
|
|
$
|
(5,261
|
)
|
|
$
|
(37,607
|
)
|
|
$
|
83,994
|
|
|
Year Ended
|
||||||||||
|
October 29, 2017
|
|
October 30, 2016
|
|
November 1, 2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
27,132
|
|
|
$
|
(14,570
|
)
|
|
$
|
(24,620
|
)
|
Loss from discontinued operations, net of income taxes
|
(1,693
|
)
|
|
—
|
|
|
(4,834
|
)
|
|||
Income (loss) from continuing operations
|
28,825
|
|
|
(14,570
|
)
|
|
(19,786
|
)
|
|||
|
|
|
|
|
|
||||||
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8,025
|
|
|
5,969
|
|
|
6,811
|
|
|||
Provisions (release) of doubtful accounts and sales allowances
|
1,039
|
|
|
(154
|
)
|
|
532
|
|
|||
Unrealized foreign currency exchange (gain) loss
|
1,262
|
|
|
1,318
|
|
|
(582
|
)
|
|||
Settlement and impairment charges
|
1,694
|
|
|
364
|
|
|
6,626
|
|
|||
Amortization of gain on sale leaseback of property
|
(1,946
|
)
|
|
(1,296
|
)
|
|
—
|
|
|||
Gain from divestitures
|
(51,959
|
)
|
|
(1,605
|
)
|
|
(428
|
)
|
|||
Deferred income tax provision (benefit)
|
719
|
|
|
(541
|
)
|
|
972
|
|
|||
Share-based compensation expense
|
2,755
|
|
|
1,828
|
|
|
2,906
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
5,928
|
|
|
5,024
|
|
|
29,864
|
|
|||
Restricted cash
|
(6,673
|
)
|
|
(169
|
)
|
|
6,279
|
|
|||
Other assets
|
6,760
|
|
|
(983
|
)
|
|
23,375
|
|
|||
Net assets held for sale
|
—
|
|
|
3,584
|
|
|
1,396
|
|
|||
Accounts payable
|
4,475
|
|
|
(6,727
|
)
|
|
(13,048
|
)
|
|||
Accrued expenses and other liabilities
|
(11,072
|
)
|
|
2,081
|
|
|
(2,731
|
)
|
|||
Income taxes
|
14,737
|
|
|
(1,734
|
)
|
|
1,138
|
|
|||
Net cash provided by (used in) operating activities
|
4,569
|
|
|
(7,611
|
)
|
|
43,324
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Sales of investments
|
884
|
|
|
1,415
|
|
|
1,304
|
|
|||
Purchases of investments
|
(380
|
)
|
|
(387
|
)
|
|
(645
|
)
|
|||
Purchase of minority interest
|
—
|
|
|
(1,446
|
)
|
|
—
|
|
|||
Net proceeds from divestitures
|
81,102
|
|
|
36,648
|
|
|
—
|
|
|||
Proceeds from sales of property, equipment and software
|
372
|
|
|
160
|
|
|
465
|
|
|||
Purchases of property, equipment, and software
|
(9,312
|
)
|
|
(17,550
|
)
|
|
(8,552
|
)
|
|||
Net cash provided by (used in) investing activities
|
72,666
|
|
|
18,840
|
|
|
(7,428
|
)
|
|
Year Ended
|
||||||||||
|
October 29, 2017
|
|
October 30, 2016
|
|
November 1, 2015
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Decrease in cash restricted as collateral for borrowings
|
—
|
|
|
—
|
|
|
10,436
|
|
|||
Repayment of borrowings
|
(77,050
|
)
|
|
(22,150
|
)
|
|
(58,506
|
)
|
|||
Draw-down on borrowings
|
30,000
|
|
|
19,200
|
|
|
30,000
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(7,295
|
)
|
|
(832
|
)
|
|||
Debt issuance costs
|
(1,190
|
)
|
|
(1,093
|
)
|
|
(1,426
|
)
|
|||
Proceeds from exercise of stock options
|
2
|
|
|
74
|
|
|
531
|
|
|||
Purchases of common stock under repurchase program
|
—
|
|
|
—
|
|
|
(4,262
|
)
|
|||
Withholding tax payment on vesting of restricted stock awards
|
(52
|
)
|
|
(122
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(48,290
|
)
|
|
(11,386
|
)
|
|
(24,059
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
1,746
|
|
|
(3,645
|
)
|
|
(924
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||||||
Cash flow from operating activities
|
—
|
|
|
—
|
|
|
(3,237
|
)
|
|||
Cash flow from investing activities
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(7,237
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
30,691
|
|
|
(3,802
|
)
|
|
3,676
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of year
|
6,386
|
|
|
10,188
|
|
|
6,723
|
|
|||
Change in cash from discontinued operations
|
—
|
|
|
—
|
|
|
(211
|
)
|
|||
Cash and cash equivalents, end of year
|
$
|
37,077
|
|
|
$
|
6,386
|
|
|
$
|
10,188
|
|
|
|
|
|
|
|
||||||
Cash paid during the year:
|
|
|
|
|
|
||||||
Interest
|
$
|
3,840
|
|
|
$
|
3,305
|
|
|
$
|
3,196
|
|
Income taxes
|
$
|
3,521
|
|
|
$
|
4,316
|
|
|
$
|
3,315
|
|
|
|
|
|
|
|
||||||
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
|
||||||||||
|
October 29, 2017
|
|
October 30, 2016
|
|
November 1, 2015
|
||||||
Income before provision for income taxes
|
$
|
4,487
|
|
|
$
|
9,822
|
|
|
$
|
15,767
|
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||
|
October 29, 2017
|
|
October 30, 2016
|
|
November 1, 2015
|
||||||
Loss from discontinued operations
|
|
|
|
|
|
||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,708
|
|
Cost of services
|
—
|
|
|
—
|
|
|
5,730
|
|
|||
Selling, administrative and other operating costs
|
—
|
|
|
—
|
|
|
1,388
|
|
|||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
731
|
|
|||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(3,141
|
)
|
|||
Loss on disposal of discontinued operations
|
(1,693
|
)
|
|
—
|
|
|
(1,502
|
)
|
|||
Loss from discontinued operations before income taxes
|
(1,693
|
)
|
|
—
|
|
|
(4,643
|
)
|
|||
Income tax provision
|
—
|
|
|
—
|
|
|
191
|
|
|||
Loss from discontinued operations that is presented in the Consolidated Statements of Operations
|
$
|
(1,693
|
)
|
|
$
|
—
|
|
|
$
|
(4,834
|
)
|
|
October 30, 2016
|
|
|
Assets included as part of continuing operations
|
|
||
Trade accounts receivable, net
|
$
|
13,553
|
|
Recoverable income taxes
|
15
|
|
|
Prepaid insurance and other assets
|
3,339
|
|
|
Property, equipment and software, net
|
178
|
|
|
Purchased intangible assets
|
495
|
|
|
Total major classes of assets as part of continuing operations
|
$
|
17,580
|
|
|
|
||
Liabilities included as part of continuing operations
|
|
||
Accrued compensation
|
$
|
2,432
|
|
Accounts payable
|
921
|
|
|
Accrued taxes other than income taxes
|
833
|
|
|
Accrued insurance and other
|
1,574
|
|
|
Total major classes of liabilities as part of continuing operations
|
$
|
5,760
|
|
|
October 29,
2017
|
|
October 30,
2016 |
|
Fair Value
Hierarchy
|
||||
Short-term investments
|
$
|
3,524
|
|
|
$
|
3,601
|
|
|
Level 1
|
Total financial assets
|
$
|
3,524
|
|
|
$
|
3,601
|
|
|
|
Deferred compensation plan liabilities
|
$
|
3,524
|
|
|
$
|
3,601
|
|
|
Level 1
|
Total financial liabilities
|
$
|
3,524
|
|
|
$
|
3,601
|
|
|
|
|
Balance at
beginning of year
|
|
Provision / (Release)
|
|
Deductions
|
|
Balance at end
of year
|
||||||||
Year Ended October 29, 2017:
|
|
|
|
|
|
|
|
||||||||
Sales allowance
|
$
|
213
|
|
|
$
|
682
|
|
|
$
|
—
|
|
|
$
|
895
|
|
Allowance for doubtful accounts
|
588
|
|
|
357
|
|
|
(591
|
)
|
|
354
|
|
||||
Total
|
$
|
801
|
|
|
$
|
1,039
|
|
|
$
|
(591
|
)
|
|
$
|
1,249
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
October 29,
2017
|
|
October 30,
2016 |
||||
Land and buildings
|
$
|
406
|
|
|
$
|
395
|
|
Machinery and equipment
|
32,250
|
|
|
40,288
|
|
||
Leasehold improvements
|
4,775
|
|
|
9,520
|
|
||
Less: Accumulated depreciation and amortization
|
(32,264
|
)
|
|
(42,503
|
)
|
||
Property and equipment
|
5,167
|
|
|
7,700
|
|
||
Software
|
94,032
|
|
|
90,871
|
|
||
Less: Accumulated amortization
|
(70,078
|
)
|
|
(68,438
|
)
|
||
Property, equipment, and software, net
|
$
|
29,121
|
|
|
$
|
30,133
|
|
|
International Staffing
|
||||||
|
October 29, 2017
|
|
October 30, 2016
|
||||
Aggregate goodwill acquired
|
$
|
10,483
|
|
|
$
|
10,483
|
|
Accumulated impairment losses
|
(3,733
|
)
|
|
(3,733
|
)
|
||
Foreign currency translation adjustment
|
(1,274
|
)
|
|
(1,667
|
)
|
||
Goodwill, net of impairment losses
|
$
|
5,476
|
|
|
$
|
5,083
|
|
|
Year Ended October 29, 2017
|
||||||||||||||
|
Total
|
North American Staffing
|
International Staffing
|
Technology Outsourcing Services and Solutions
|
Corporate & Other
|
||||||||||
Severance and benefit costs
|
$
|
1,301
|
|
$
|
294
|
|
$
|
24
|
|
$
|
39
|
|
$
|
944
|
|
Other
|
78
|
|
88
|
|
(10
|
)
|
—
|
|
—
|
|
|||||
Total
|
$
|
1,379
|
|
$
|
382
|
|
$
|
14
|
|
$
|
39
|
|
$
|
944
|
|
|
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
|
|
|
|
October 29, 2017
|
|
October 30, 2016
|
||||
Balance, beginning of year
|
|
$
|
1,653
|
|
|
$
|
—
|
|
Charged to expense
|
|
1,379
|
|
|
5,752
|
|
||
Cash payments
|
|
(2,735
|
)
|
|
(4,099
|
)
|
||
Ending Balance
|
|
$
|
297
|
|
|
$
|
1,653
|
|
(a)
|
Casualty Insurance Program
|
(b)
|
Medical Insurance Programs
|
|
Year Ended
|
||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
U.S. Domestic
|
$
|
22,464
|
|
|
$
|
(20,643
|
)
|
|
$
|
(63,205
|
)
|
International
|
9,749
|
|
|
8,248
|
|
|
48,065
|
|
|||
Income (loss) from continuing operations before income tax
|
$
|
32,213
|
|
|
$
|
(12,395
|
)
|
|
$
|
(15,140
|
)
|
|
Year Ended
|
||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(1,178
|
)
|
|
$
|
86
|
|
|
$
|
90
|
|
U.S. State and local
|
448
|
|
|
186
|
|
|
(1,616
|
)
|
|||
International
|
3,399
|
|
|
2,444
|
|
|
5,200
|
|
|||
Total current
|
$
|
2,669
|
|
|
$
|
2,716
|
|
|
$
|
3,674
|
|
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. State and local
|
721
|
|
|
(190
|
)
|
|
634
|
|
|||
International
|
(3
|
)
|
|
(351
|
)
|
|
338
|
|
|||
Total deferred
|
719
|
|
|
(541
|
)
|
|
972
|
|
|||
Income tax provision
|
$
|
3,388
|
|
|
$
|
2,175
|
|
|
$
|
4,646
|
|
|
Year Ended
|
||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
U.S. Federal statutory rate
|
$
|
11,275
|
|
|
$
|
(4,338
|
)
|
|
$
|
(5,299
|
)
|
U.S. State income tax, net of U.S. Federal tax benefits
|
419
|
|
|
513
|
|
|
(1,435
|
)
|
|||
International permanent differences
|
651
|
|
|
(110
|
)
|
|
(4,293
|
)
|
|||
International tax rate differentials
|
(467
|
)
|
|
(1,291
|
)
|
|
(7,046
|
)
|
|||
U.S. tax on international income
|
3,446
|
|
|
3,136
|
|
|
(1,118
|
)
|
|||
General business credits
|
1,099
|
|
|
(4,287
|
)
|
|
(3,839
|
)
|
|||
Meals and entertainment
|
163
|
|
|
209
|
|
|
531
|
|
|||
Other, net
|
(387
|
)
|
|
(160
|
)
|
|
942
|
|
|||
Change in valuation allowance for dispositions
|
(2,211
|
)
|
|
—
|
|
|
(4,237
|
)
|
|||
Change in valuation allowance for deferred tax assets
|
(10,600
|
)
|
|
8,503
|
|
|
30,440
|
|
|||
Income tax provision
|
$
|
3,388
|
|
|
$
|
2,175
|
|
|
$
|
4,646
|
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
66,806
|
|
|
$
|
62,670
|
|
Capital loss carryforwards
|
5,293
|
|
|
21,131
|
|
||
U.S. federal tax credit carryforwards
|
48,154
|
|
|
47,866
|
|
||
Deferred income
|
10,251
|
|
|
10,714
|
|
||
Compensation accruals
|
6,276
|
|
|
6,170
|
|
||
Other, net
|
8,738
|
|
|
7,813
|
|
||
Total deferred tax assets
|
145,518
|
|
|
156,364
|
|
||
Less valuation allowance
|
(134,195
|
)
|
|
(144,863
|
)
|
||
Deferred tax assets, net
|
11,323
|
|
|
11,501
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Unremitted earnings from foreign subsidiaries
|
3,453
|
|
|
3,356
|
|
||
Software development costs
|
6,403
|
|
|
5,226
|
|
||
Other, net
|
1,606
|
|
|
3,914
|
|
||
Total deferred tax liabilities
|
11,462
|
|
|
12,496
|
|
||
Net deferred tax asset (liability)
|
$
|
(139
|
)
|
|
$
|
(995
|
)
|
|
|
|
|
||||
Balance sheet classification
|
|
|
|
||||
Non-current assets
|
$
|
1,067
|
|
|
$
|
2,142
|
|
Non-current liabilities
|
(1,206
|
)
|
|
(3,137
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(139
|
)
|
|
$
|
(995
|
)
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Balance, beginning of year
|
$
|
5,237
|
|
|
$
|
5,215
|
|
Add related to current year tax provision
|
269
|
|
|
52
|
|
||
Reduction for tax provision of prior years - (
a)
|
(2,973
|
)
|
|
—
|
|
||
Settlements
|
(993
|
)
|
|
—
|
|
||
Lapse of statute of limitations
|
(45
|
)
|
|
(30
|
)
|
||
Total
|
$
|
1,495
|
|
|
$
|
5,237
|
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Financing programs
|
$
|
50,000
|
|
|
$
|
97,050
|
|
Total debt
|
50,000
|
|
|
97,050
|
|
||
Less: amounts due within one year
|
50,000
|
|
|
2,050
|
|
||
Total long-term debt
|
$
|
—
|
|
|
$
|
95,000
|
|
|
Foreign
currency
gains/(losses)
|
|
Unrealized
gains/(losses)
on securities
|
|
Accumulated other
comprehensive
income (loss)
|
||||||
November 1, 2015
|
$
|
(7,971
|
)
|
|
$
|
(23
|
)
|
|
$
|
(7,994
|
)
|
Other comprehensive income (loss) before reclassifications
|
(3,284
|
)
|
|
23
|
|
|
(3,261
|
)
|
|||
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
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
3,614
|
|
|
—
|
|
|
3,614
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
1,737
|
|
|
—
|
|
|
1,737
|
|
|||
Current period other comprehensive income
|
5,351
|
|
|
—
|
|
|
5,351
|
|
|||
October 29, 2017
|
$
|
(5,261
|
)
|
|
$
|
—
|
|
|
$
|
(5,261
|
)
|
|
Year Ended
|
|
Affected Line Item in the Statement Where Net Loss is Presented
|
||||||
|
October 29, 2017
|
|
October 30, 2016
|
|
|||||
Foreign currency translation
|
|
|
|
|
|
||||
Sale of foreign subsidiary
|
$
|
(1,737
|
)
|
|
$
|
—
|
|
|
Foreign exchange gain (loss), net
|
Closure of foreign subsidiary
|
—
|
|
|
(643
|
)
|
|
Foreign exchange gain (loss), net
|
||
Total reclassifications, net of tax
|
$
|
(1,737
|
)
|
|
$
|
(643
|
)
|
|
|
|
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
|
|
Forfeited
|
(2,748
|
)
|
|
$
|
6.06
|
|
|
—
|
|
|
$
|
—
|
|
|
(550
|
)
|
|
$
|
6.06
|
|
Vested RSU
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(75,219
|
)
|
|
$
|
6.06
|
|
Outstanding - October 30, 2016
|
978,406
|
|
|
$
|
6.48
|
|
|
9.51
|
|
|
$
|
242
|
|
|
185,952
|
|
|
$
|
7.13
|
|
Granted
|
851,488
|
|
|
$
|
4.46
|
|
|
—
|
|
|
$
|
—
|
|
|
248,915
|
|
|
$
|
4.43
|
|
Forfeited
|
(54,270
|
)
|
|
$
|
6.14
|
|
|
—
|
|
|
$
|
—
|
|
|
(10,862
|
)
|
|
$
|
6.14
|
|
Vested RSU
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(137,816
|
)
|
|
$
|
5.36
|
|
Deferred RSU
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
36,885
|
|
|
$
|
4.35
|
|
Outstanding - October 29, 2017
|
1,775,624
|
|
|
$
|
5.52
|
|
|
9.03
|
|
|
$
|
2,881
|
|
|
323,074
|
|
|
$
|
5.09
|
|
Unvested at October 29, 2017
|
1,400,714
|
|
|
$
|
5.18
|
|
|
9.19
|
|
|
$
|
1,796
|
|
|
|
|
|
|
||
Exercisable at October 29, 2017
|
374,910
|
|
|
$
|
6.79
|
|
|
8.43
|
|
|
$
|
1,085
|
|
|
|
|
|
|
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 2, 2014
|
764,150
|
|
|
$
|
9.22
|
|
|
5.43
|
|
|
$
|
776
|
|
|
23,334
|
|
|
$
|
7.68
|
|
Granted
|
393,528
|
|
|
$
|
9.21
|
|
|
—
|
|
|
$
|
—
|
|
|
170,979
|
|
|
$
|
9.32
|
|
Forfeited
|
(94,000
|
)
|
|
$
|
12.49
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Vested RSU
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(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 RSU
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(44,692
|
)
|
|
$
|
9.24
|
|
Outstanding - October 30, 2016
|
942,629
|
|
|
$
|
8.97
|
|
|
6.91
|
|
|
$
|
1
|
|
|
43,781
|
|
|
$
|
7.35
|
|
Exercised
|
(300
|
)
|
|
$
|
6.39
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(218,031
|
)
|
|
$
|
11.26
|
|
|
—
|
|
|
$
|
—
|
|
|
(12,426
|
)
|
|
$
|
7.15
|
|
Vested RSU
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(15,463
|
)
|
|
$
|
7.42
|
|
Outstanding - October 29, 2017
|
724,298
|
|
|
$
|
8.28
|
|
|
6.15
|
|
|
$
|
3,170
|
|
|
15,892
|
|
|
$
|
7.44
|
|
Unvested at October 29, 2017
|
76,889
|
|
|
$
|
7.42
|
|
|
9.29
|
|
|
$
|
271
|
|
|
|
|
|
|
|
|
Exercisable at October 29, 2017
|
647,409
|
|
|
$
|
8.38
|
|
|
6.90
|
|
|
$
|
2,899
|
|
|
|
|
|
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
Weighted-average fair value of stock option granted
|
$1.83
|
|
$2.41
|
|
$2.97
|
Expected volatility
|
40.0%
|
|
40.0%
|
|
40.0%
|
Expected term (in years)
|
6.00
|
|
6.00
|
|
4.67
|
Risk-free interest rate
|
1.89%
|
|
1.32%
|
|
1.53%
|
Expected dividend yield
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
Year Ended
|
||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
Selling, administrative and other operating costs
|
$
|
2,755
|
|
|
$
|
1,828
|
|
|
$
|
2,906
|
|
Total
|
$
|
2,755
|
|
|
$
|
1,828
|
|
|
$
|
2,906
|
|
|
Year Ended
|
||||||||||
|
October 29, 2017
|
|
October 30, 2016
|
|
November 1,
2015 |
||||||
Numerator
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
28,825
|
|
|
$
|
(14,570
|
)
|
|
$
|
(19,786
|
)
|
Loss from discontinued operations, net of income taxes
|
(1,693
|
)
|
|
—
|
|
|
(4,834
|
)
|
|||
Net income (loss)
|
$
|
27,132
|
|
|
$
|
(14,570
|
)
|
|
$
|
(24,620
|
)
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Basic weighted average number of shares
|
20,942
|
|
|
20,831
|
|
|
20,816
|
|
|||
Dilutive weighted average number of shares
|
21,017
|
|
|
20,831
|
|
|
20,816
|
|
|||
|
|
|
|
|
|
||||||
Per Share Data:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.38
|
|
|
$
|
(0.70
|
)
|
|
$
|
(0.95
|
)
|
Loss from discontinued operations, net of income taxes
|
(0.08
|
)
|
|
—
|
|
|
(0.23
|
)
|
|||
Net income (loss)
|
$
|
1.30
|
|
|
$
|
(0.70
|
)
|
|
$
|
(1.18
|
)
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.37
|
|
|
$
|
(0.70
|
)
|
|
$
|
(0.95
|
)
|
Loss from discontinued operations, net of income taxes
|
(0.08
|
)
|
|
—
|
|
|
(0.23
|
)
|
|||
Net income (loss)
|
$
|
1.29
|
|
|
$
|
(0.70
|
)
|
|
$
|
(1.18
|
)
|
(a)
|
Leases
|
Fiscal year:
|
Amount
|
|
|
2018
|
$
|
13,890
|
|
2019
|
10,959
|
|
|
2020
|
8,327
|
|
|
2021
|
6,361
|
|
|
2022
|
5,488
|
|
|
Thereafter
|
37,374
|
|
(b)
|
Legal Proceedings
|
•
|
Intersegment revenue for North American Staffing from Technology Outsourcing Services and Solutions is based on a set percentage of direct labor dollars for recruiting and administrative services; and
|
•
|
The direct labor costs associated with the contingent employees placed by North American Staffing on behalf of Technology Outsourcing Services and Solutions’ customers are directly borne by the Technology Outsourcing Services and Solutions segment instead of by North American Staffing.
|
|
Year Ended October 29, 2017
|
||||||||||||||||||||||
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Technology Outsourcing Services and Solutions
|
|
Corporate and Other (1)
|
|
Eliminations (2)
|
||||||||||||
Net revenue
|
$
|
1,194,436
|
|
|
$
|
919,260
|
|
|
$
|
119,762
|
|
|
$
|
100,847
|
|
|
$
|
61,025
|
|
|
$
|
(6,458
|
)
|
Cost of services
|
1,007,041
|
|
|
782,405
|
|
|
101,064
|
|
|
80,358
|
|
|
49,672
|
|
|
(6,458
|
)
|
||||||
Gross margin
|
187,395
|
|
|
136,855
|
|
|
18,698
|
|
|
20,489
|
|
|
11,353
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Selling, administrative and other operating costs
|
197,130
|
|
|
119,320
|
|
|
15,836
|
|
|
14,496
|
|
|
47,478
|
|
|
—
|
|
||||||
Restructuring and severance costs
|
1,379
|
|
|
382
|
|
|
14
|
|
|
39
|
|
|
944
|
|
|
—
|
|
||||||
Gain from divestitures
|
(51,971
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,971
|
)
|
|
—
|
|
||||||
Settlement and impairment charges
|
1,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,694
|
|
|
—
|
|
||||||
Operating income
|
39,163
|
|
|
17,153
|
|
|
2,848
|
|
|
5,954
|
|
|
13,208
|
|
|
—
|
|
||||||
Other income (expense), net
|
(6,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
3,388
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income from continuing operations
|
28,825
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of income taxes
|
(1,693
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
$
|
27,132
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
$
|
994,346
|
|
|
$
|
131,496
|
|
|
$
|
106,585
|
|
|
$
|
114,772
|
|
|
$
|
(12,452
|
)
|
Cost of services
|
1,132,253
|
|
|
847,483
|
|
|
112,035
|
|
|
87,731
|
|
|
97,456
|
|
|
(12,452
|
)
|
||||||
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 from divestitures
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
|
—
|
|
||||||
Settlement and 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
|
$
|
(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
|
|
|
$
|
1,059,847
|
|
|
$
|
147,649
|
|
|
$
|
135,886
|
|
|
$
|
168,422
|
|
|
$
|
(14,907
|
)
|
Cost of services
|
1,268,363
|
|
|
907,422
|
|
|
127,699
|
|
|
108,309
|
|
|
139,840
|
|
|
(14,907
|
)
|
||||||
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
|
|
|
—
|
|
|||||||
Settlement and 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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Assets:
|
|
|
|
||||
North American Staffing
|
$
|
128,695
|
|
|
$
|
135,620
|
|
International Staffing
|
36,773
|
|
|
36,279
|
|
||
Technology Outsourcing Services and Solutions (a)
|
12,095
|
|
|
34,038
|
|
||
Corporate & Other
|
107,246
|
|
|
92,948
|
|
||
Total segments
|
284,809
|
|
|
298,885
|
|
||
Held for sale
|
—
|
|
|
17,580
|
|
||
Total Assets
|
$
|
284,809
|
|
|
$
|
316,465
|
|
|
|
|
|
||||
(a) As of October 29, 2017, excludes the assets sold with the quality assurance business.
|
|
|
|
|
Year Ended
|
||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
Net Revenue:
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,036,567
|
|
|
$
|
1,148,254
|
|
|
$
|
1,273,971
|
|
International, principally Europe
|
157,869
|
|
|
186,493
|
|
|
222,926
|
|
|||
Total Net Revenue
|
$
|
1,194,436
|
|
|
$
|
1,334,747
|
|
|
$
|
1,496,897
|
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Long-Lived Assets:
|
|
|
|
||||
Domestic
|
$
|
27,777
|
|
|
$
|
27,113
|
|
International
|
1,344
|
|
|
3,020
|
|
||
Total Long-Lived Assets
|
$
|
29,121
|
|
|
$
|
30,133
|
|
|
Year Ended
|
||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
North American Staffing
|
$
|
279
|
|
|
$
|
480
|
|
|
$
|
422
|
|
International Staffing
|
144
|
|
|
893
|
|
|
324
|
|
|||
Technology Outsourcing Services and Solutions
|
899
|
|
|
1,339
|
|
|
2,265
|
|
|||
Corporate & Other
|
7,990
|
|
|
14,838
|
|
|
5,541
|
|
|||
Total Capital Expenditures
|
$
|
9,312
|
|
|
$
|
17,550
|
|
|
$
|
8,552
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization:
|
|
|
|
|
|
||||||
North American Staffing
|
$
|
543
|
|
|
$
|
517
|
|
|
$
|
619
|
|
International Staffing
|
374
|
|
|
345
|
|
|
332
|
|
|||
Technology Outsourcing Services and Solutions
|
1,659
|
|
|
1,728
|
|
|
1,172
|
|
|||
Corporate & Other
|
5,449
|
|
|
3,379
|
|
|
4,688
|
|
|||
Total Depreciation and Amortization
|
$
|
8,025
|
|
|
$
|
5,969
|
|
|
$
|
6,811
|
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||
|
January 29,
2017 |
|
April 30,
2017 |
|
July 30,
2017 |
|
October 29,
2017 |
|
October 29,
2017 |
||||||||||
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET REVENUE
|
$
|
313,024
|
|
|
$
|
303,005
|
|
|
$
|
289,924
|
|
|
$
|
288,483
|
|
|
$
|
1,194,436
|
|
Cost of services
|
266,134
|
|
|
255,886
|
|
|
244,205
|
|
|
240,816
|
|
|
1,007,041
|
|
|||||
GROSS MARGIN
|
46,890
|
|
|
47,119
|
|
|
45,719
|
|
|
47,667
|
|
|
187,395
|
|
|||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, administrative and other operating costs
|
48,890
|
|
|
51,171
|
|
|
46,931
|
|
|
50,138
|
|
|
197,130
|
|
|||||
Restructuring and severance costs
|
624
|
|
|
199
|
|
|
249
|
|
|
307
|
|
|
1,379
|
|
|||||
Gain from divestitures
|
—
|
|
|
(3,938
|
)
|
|
—
|
|
|
(48,033
|
)
|
|
(51,971
|
)
|
|||||
Settlement and impairment charges
|
—
|
|
|
290
|
|
|
—
|
|
|
1,404
|
|
|
1,694
|
|
|||||
TOTAL EXPENSES
|
49,514
|
|
|
47,722
|
|
|
47,180
|
|
|
3,816
|
|
|
148,232
|
|
|||||
OPERATING INCOME (LOSS)
|
(2,624
|
)
|
|
(603
|
)
|
|
(1,461
|
)
|
|
43,851
|
|
|
39,163
|
|
|||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
31
|
|
|
8
|
|
|
1
|
|
|
(1
|
)
|
|
39
|
|
|||||
Interest expense
|
(889
|
)
|
|
(899
|
)
|
|
(977
|
)
|
|
(1,025
|
)
|
|
(3,790
|
)
|
|||||
Foreign exchange gain (loss), net
|
127
|
|
|
184
|
|
|
(1,730
|
)
|
|
(218
|
)
|
|
(1,637
|
)
|
|||||
Other income (expense), net
|
(599
|
)
|
|
(311
|
)
|
|
(277
|
)
|
|
(375
|
)
|
|
(1,562
|
)
|
|||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(3,954
|
)
|
|
(1,621
|
)
|
|
(4,444
|
)
|
|
42,232
|
|
|
32,213
|
|
|||||
Income tax provision (benefit)
|
623
|
|
|
(767
|
)
|
|
1,074
|
|
|
2,458
|
|
|
3,388
|
|
|||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(4,577
|
)
|
|
(854
|
)
|
|
(5,518
|
)
|
|
39,774
|
|
|
28,825
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,693
|
)
|
|
(1,693
|
)
|
|||||
NET INCOME (LOSS)
|
$
|
(4,577
|
)
|
|
$
|
(854
|
)
|
|
$
|
(5,518
|
)
|
|
$
|
38,081
|
|
|
$
|
27,132
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(0.22
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
1.90
|
|
|
$
|
1.38
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|
(0.08
|
)
|
|||||
Net income (loss)
|
$
|
(0.22
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
1.82
|
|
|
$
|
1.30
|
|
Weighted average number of shares
|
20,918
|
|
|
20,921
|
|
|
20,963
|
|
|
20,967
|
|
|
20,942
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(0.22
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
1.90
|
|
|
$
|
1.37
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|
(0.08
|
)
|
|||||
Net income (loss)
|
$
|
(0.22
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
1.82
|
|
|
$
|
1.29
|
|
Weighted average number of shares
|
20,918
|
|
|
20,921
|
|
|
20,963
|
|
|
20,982
|
|
|
21,017
|
|
|
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
|
|
|||||
Gain from divestitures
|
—
|
|
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
|||||
Settlement and impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|
364
|
|
|||||
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
|
|
|||||
NET INCOME (LOSS)
|
$
|
(10,962
|
)
|
|
$
|
(1,785
|
)
|
|
$
|
(4,610
|
)
|
|
$
|
2,787
|
|
|
$
|
(14,570
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(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
|
|
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
|
Fidelity National Credit Services Ltd.
|
|
California
|
9
|
Volt Europe Limited
|
|
United Kingdom
|
10
|
Information Management Associates, Inc.
|
|
Delaware
|
11
|
Nuco I, Ltd.
|
|
Nevada
|
12
|
Nuco II, Ltd.
|
|
Delaware
|
13
|
Nuco IV, Ltd.
|
|
Delaware
|
14
|
P/S Partner Solutions, Ltd.
|
|
Delaware
|
15
|
ProcureStaff Technologies, Ltd.
|
|
Delaware
|
16
|
Volt Consulting MSP Canada Ltd.
|
|
Canada
|
17
|
ProcureStaff India Private Limited (2)
|
|
India
|
18
|
Volt Australia Pty. Limited
|
|
Australia
|
19
|
VIS Executive Search, Inc.
|
|
California
|
20
|
VMC Consulting Europe Limited
|
|
United Kingdom
|
21
|
VMC Services India Private Limited (2)
|
|
India
|
22
|
Volt Asia Enterprises (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
23
|
Volt Asia Enterprises (Taiwan) Co. Ltd.
|
|
Taiwan
|
24
|
Volt Asia Enterprises, Ltd.
|
|
Delaware
|
25
|
Volt Australia, Ltd.
|
|
Delaware
|
26
|
Volt Consulting Group, Ltd.
|
|
Delaware
|
27
|
Volt Delta International B.V.
|
|
Netherlands
|
28
|
Volt Delta International Communications Ltd.
|
|
United Kingdom
|
29
|
Volt Delta International Pte, Ltd
|
|
Singapore
|
30
|
Volt Delta Resource Holdings, Inc.
|
|
Nevada
|
31
|
Volt Delta Resources of Mexico, S. de R.L. de C.V.
|
|
Mexico
|
32
|
Volt Delta Resources, Inc.
|
|
Delaware
|
33
|
Volt Directory Marketing, Ltd. (3)
|
|
Delaware
|
34
|
Volt Europe (Belgium) SPRL
|
|
Belgium
|
35
|
Volt Europe (Deutschland) GmbH
|
|
Germany
|
36
|
Volt Europe (Espana) S.L.
|
|
Spain
|
37
|
Volt Europe (France) SARL
|
|
France
|
38
|
Volt Europe (Germany) GmbH
|
|
Germany
|
39
|
Volt Europe (Nederland) BV
|
|
Netherlands
|
40
|
Volt Europe (Switzerland) SA
|
|
Switzerland
|
41
|
Volt Europe Ceska Republika s.r.o
|
|
Czech Republic
|
42
|
Volt Europe Holdings Limited
|
|
United Kingdom
|
43
|
Volt Europe Slovakia s.r.o.
|
|
Slovakia
|
44
|
Volt Europe Temporary Services Limited
|
|
United Kingdom
|
No.
|
Name (1)
|
|
Jurisdiction of
Incorporation
|
45
|
Volt Funding Corp.
|
|
Delaware
|
46
|
Volt Gatton Holding, Inc.
|
|
Delaware
|
47
|
Volt Holding Corp.
|
|
Nevada
|
48
|
Volt Information Sciences (India) Private Limited (2)
|
|
India
|
49
|
Volt Management Corp.
|
|
Delaware
|
50
|
Volt Netherlands Holding BV
|
|
Netherlands
|
51
|
Volt Opportunity Road Realty Corp.
|
|
Delaware
|
52
|
Volt Orangeca Real Estate Corp.
|
|
Delaware
|
53
|
Volt Reach, Inc.
|
|
Delaware
|
54
|
Volt Consulting Group Limited
|
|
United Kingdom
|
55
|
Volt Service Corporation Pte, Ltd.
|
|
Singapore
|
56
|
Volt Service K.K.
|
|
Japan
|
57
|
Volt Services Group (Netherlands) B.V.
|
|
Netherlands
|
58
|
Volt Telecommunications Group, Inc.
|
|
Delaware
|
(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, Ltd. / 00.01% owned by Nuco I, Ltd.
|
(3)
|
80% owned by Nuco II, Ltd. / 20% owned by Market Access International.
|
|
/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)
|