Notes to Condensed Consolidated Financial Statements
For the Fiscal Periods Ended July 29, 2018 and July 30, 2017
(Unaudited)
NOTE 1: Basis of Presentation
Basis of Presentation
The accompanying interim condensed consolidated financial statements of Volt Information Sciences, Inc. (“Volt” or the “Company”) have been prepared in conformity with generally accepted accounting principles, consistent in all material respects with those applied in the Annual Report on Form 10-K for the year ended October 29, 2017. The Company makes estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates and changes in estimates are reflected in the period in which they become known. Accounting for certain expenses, including income taxes, are based on full year assumptions, and the financial statements reflect all normal adjustments that, in the opinion of management, are necessary for fair presentation of the interim periods presented. The interim information is unaudited and is prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), which provides for omission of certain information and footnote disclosures. This interim financial information should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended October 29, 2017.
Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation.
NOTE 2: Recently Issued Accounting Pronouncements
New Accounting Standards Not Yet Adopted by the Company
In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, C
ompensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting
. ASU 2018-07 expands the guidance in Topic 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, which for the Company will be the first quarter of fiscal 2020. The Company does not anticipate a significant impact upon adoption.
In May 2017, the FASB issued ASU 2017-09,
Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting
. This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The amendments are effective for annual periods beginning after December 15, 2017, which for the Company will be the first quarter of fiscal 2019. The Company does not anticipate a significant impact upon adoption based on the historical and current trend of the Company’s modifications for share-based awards, but the impact could be affected by the types of modifications, if any, at that time.
In February 2017, the FASB issued ASU 2017-05,
Other Income - Gains and Losses from the Derecognition of Non-financial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Non-financial Assets.
This ASU clarifies the scope and application of Subtopic 610-20 on the sale or transfer of non-financial assets and in substance non-financial assets to non-customers, including partial sales. The amendments are effective for annual reporting periods beginning after December 15, 2017, which for the Company will be the first quarter of fiscal 2019. The Company does not anticipate a significant impact upon adoption.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230)
-
Classification of Certain Cash Receipts and Cash Payments: A Consensus of the FASB Emerging Issues Task Force
. The amendments provide guidance on eight specific cash flow classification issues: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, corporate and bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. The amendments are effective for fiscal years beginning after December 15, 2017, which for the Company will be the first quarter of fiscal 2019. The Company does not anticipate a significant impact upon adoption.
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
. This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019, which for the
Company will be the first quarter of fiscal 2021. Although the impact upon adoption will depend on the financial instruments held by the Company at that time, the Company does not anticipate a significant impact on its consolidated financial statements based on the instruments currently held and its historical trend of bad debt expense relating to trade accounts receivable.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
. This ASU requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position and also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases.
In July 2018, ASU 2018-11,
Leases (Topic 842): Targeted Improvements
was issued to provide an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in its financial statements as well as a practical expedient permitting lessors to not separate non-lease components from the associated lease component if certain conditions are met.
The amendments are effective for fiscal years beginning after December 15, 2018, which for the Company will be the first quarter of fiscal 2020.
The Company has preliminarily evaluated the impact of our pending adoption of ASU 2016-02 on our consolidated financial statements on a modified retrospective basis, and currently expects that most of our operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption, which will increase the Company’s total assets and total liabilities that the Company reports relative to such amounts prior to adoption.
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The FASB issued subsequent amendments to improve and clarify the implementation guidance of Topic 606. This standard is effective for annual reporting periods beginning after December 15, 2017, which for the Company will be the first quarter of fiscal 2019. As we continue to perform our assessment, the Company still does not anticipate that the new guidance will have a material impact on our revenue recognition policies, practices or systems. We plan to use the modified retrospective method upon adoption and will evaluate any active contracts as of the adoption date to determine whether a cumulative adjustment is necessary. The adjustment would primarily relate to deferred revenue from contracts pending execution, if any. The guidance also requires additional quantitative and qualitative disclosures. As the Company continues to make progress in its evaluation of the impacts of our pending adoption of Topic 606, our preliminary assessments are subject to change.
Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on the Company’s consolidated financial statements and related disclosures.
Recently Adopted Accounting Standards
In March 2016, the FASB issued ASU 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
. This ASU simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this ASU in the first quarter of fiscal 2018. Upon adoption, the excess tax benefits and deficiencies are recognized as income tax expense or benefit in the income statement in the reporting period incurred. The ASU transition guidance requires that this election be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, net of any valuation allowance required on the deferred tax assets. Because the Company has provided a full valuation allowance against its net deferred tax assets, this adoption has no impact to the opening balance of total stockholder’s equity. The Company has elected to present the changes for excess tax benefits in the statement of cash flows prospectively and to account for forfeitures as they occur. There was no impact to the change in presentation in the statement of cash flows related to statutory tax withholding requirements since the Company has historically classified the cash paid for tax withholding as a financing activity.
All other ASUs that became effective for Volt in the first nine months of fiscal 2018 were not applicable to the Company at this time and therefore did not have any impact during the period.
NOTE 3: Accumulated Other Comprehensive Loss
|
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|
|
|
|
|
|
|
The changes in accumulated other comprehensive loss for the three and nine months ended July 29, 2018 were (in thousands):
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
July 29, 2018
|
|
|
Foreign Currency Translation
|
Accumulated other comprehensive loss at the beginning of the period
|
|
$
|
(4,804
|
)
|
|
$
|
(5,261
|
)
|
Other comprehensive loss
|
|
(921
|
)
|
|
(464
|
)
|
Accumulated other comprehensive loss at July 29, 2018
|
|
$
|
(5,725
|
)
|
|
$
|
(5,725
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications from accumulated other comprehensive loss for the three and nine months ended July 29, 2018 and July 30, 2017 were (in thousands):
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
July 29, 2018
|
|
July 30, 2017
|
|
July 29, 2018
|
|
July 30, 2017
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
Sale of foreign subsidiaries
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(612
|
)
|
|
|
|
|
|
|
|
|
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Fiscal Year
|
|
Amount Reclassified
|
|
Affected Line Item in the Statement Where Net Loss is Presented
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
Sale of foreign subsidiaries
|
|
2017
|
|
$
|
(612
|
)
|
|
Foreign exchange gain (loss), net
|
NOTE 4: Restricted Cash and Short-Term Investments
Restricted cash primarily includes amounts related to requirements under certain contracts with managed service program customers for whom the Company manages the customers’ contingent staffing requirements, including processing of associate vendor billings into single, combined customer billings and distribution of payments to associate vendors on behalf of customers, as well as minimum cash deposits required to be maintained as collateral. Distribution of payments to associate vendors are generally made shortly after receipt of payment from customers, with undistributed amounts included in restricted cash and accounts payable between receipt and distribution of these amounts. Changes in restricted cash collateral are classified as an operating activity in the statement of cash flows, as this cash is directly related to the operations of this business. At July 29, 2018 and October 29, 2017, restricted cash included
$8.9 million
and
$15.1 million
, respectively, restricted for payment to associate vendors and
$0.6 million
and
$1.9 million
, respectively, restricted for other collateral accounts.
Short-term investments were
$3.5 million
at July 29, 2018 and October 29, 2017. These short-term investments consisted of the fair value of deferred compensation investments corresponding to employees’ selections, primarily in mutual funds, based on quoted prices in active markets.
NOTE 5: Income Taxes
The income tax provision reflects the geographic mix of earnings in various federal, state and foreign tax jurisdictions and their applicable rates resulting in a composite effective tax rate. The Company’s cumulative results for substantially all United States and certain non-United States jurisdictions for the most recent three-year period is a loss. Accordingly, a valuation allowance has been established for substantially all loss carryforwards and other net deferred tax assets for these jurisdictions, resulting in an effective tax rate that is significantly different than the statutory rate.
The Company adjusts its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate, consistent with Accounting Standards Codification (“ASC”) 270,
Interim Reporting
, and ASC 740-270,
Income Taxes – Intra Period Tax Allocation
. Jurisdictions with a projected loss for the full year where no tax benefit can be recognized are excluded from the calculation of the
estimated annual effective tax rate. The Company’s future effective tax rates could be affected by earnings being different than anticipated in countries with differing statutory rates, increases in recorded valuation allowances of tax assets, or changes in tax laws.
The Company’s provision (benefit) for income taxes primarily includes foreign jurisdictions and state taxes. In the third quarter of fiscal 2018 and fiscal 2017, income taxes were a provision of
$1.3 million
and
$1.1 million
, respectively. For the nine months ended July 29, 2018 and July 30, 2017, income taxes were a provision of
$0.6 million
and
$0.9 million
, respectively. The income tax provision in the nine months ended July 29, 2018 and July 30, 2017 included a reversal of reserves on uncertain tax provisions of
$1.1 million
and
$1.3 million
, respectively. The Company’s quarterly provision (benefit) for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items that occur within the periods presented.
On December 22, 2017, the U.S. President signed the Tax Cuts and Jobs Act (“Tax Act”) into law. The Tax Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from
35.0%
to
21.0%
, and the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations.
The Tax Act reduces the U.S. statutory tax rate from
35.0%
to
21.0%
effective January 1, 2018. U.S. tax law requires that taxpayers with a fiscal year that begins before and ends after the effective date of a rate change calculate a blended tax rate based on the pro-rata number of days in the fiscal year before and after the effective date. As a result, for the fiscal year ending October 28, 2018, the Company’s statutory income tax rate will be approximately
23.4%
.
The SEC staff issued Staff Accounting Bulletin ("SAB") 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
The Company does not anticipate any material impact on recorded deferred tax balances as the remeasurement of our U.S. net deferred tax assets is offset by a corresponding change in valuation allowance. In connection with our continued analysis of the impact of the Tax Act, the Company does not have any change to its net deferred tax assets and corresponding valuation allowance for the three months ended July 29, 2018 and reduced its net deferred tax assets and corresponding valuation allowance by
$25.4 million
for the nine months ended July 29, 2018.
The Tax Act also imposes a transition tax on the untaxed foreign earnings of foreign subsidiaries of U.S. companies by deeming those earnings to be repatriated. The Company is currently evaluating the effect of the transition tax on our non-U.S. earnings. Foreign earnings held in the form of cash and cash equivalents are taxed at a
15.5%
rate and the remaining earnings are taxed at an
8.0%
rate. In calculating the transition tax, the Company must calculate the cumulative earnings and profits of each of the non-U.S. subsidiaries back to 1987. The Company expects to complete this calculation and record any tax due by the end of fiscal 2018. Based on a preliminary analysis, and as a result of the Company’s significant tax attributes, the Company does not expect to have any amount due related to the transition tax.
The Company will continue to analyze the effects of the Tax Act on its financial statements and operations. Any additional impacts of the Tax Act will be recorded as they are identified during the measurement period in accordance with SAB 118.
NOTE 6: Debt
The Company’s primary sources of liquidity are cash flows from operations and proceeds from our financing arrangements. Both operating cash flows and borrowing capacity under the Company’s financing arrangements are directly related to the levels of accounts receivable generated by its businesses. The Company’s operating cash flows consist primarily of collections of customer receivables offset by payments for payroll and related items for the Company’s contingent staff and in-house employees; federal, foreign, state and local taxes; and trade payables. The Company’s level of borrowing capacity under its financing arrangements increases or decreases in tandem with any change in accounts receivable based on revenue fluctuations.
The Company manages its cash flow and related liquidity on a global basis. The weekly payroll payments inclusive of employment-related taxes and payments to vendors are approximately
$20.0 million
. The Company generally targets minimum global liquidity to be
1.5
to
2.0
times its average weekly requirements. The Company also maintains minimum effective cash balances in foreign operations and uses a multi-currency netting and overdraft facility for its European entities to further minimize overseas cash requirements.
On January 25, 2018, the Company entered into a long-term
$115.0 million
accounts receivable securitization program (“DZ Financing Program”) with DZ Bank AG Deutsche Zentral-Genossenschafsbank (“DZ Bank”) and exited its financing relationship with PNC Bank (“PNC Financing Program”). While the borrowing capacity was reduced from
$160.0 million
under the PNC Financing Program, the new agreement increases available liquidity and provides greater financial flexibility with less restrictive financial covenants and fewer restrictions on use of proceeds, as well as reduces overall borrowing costs. The size of the DZ Financing Program may be increased with the approval of DZ Bank.
Under the DZ Financing Program, certain receivables of the Company are sold to a wholly-owned, consolidated, bankruptcy-remote subsidiary. To finance the purchase of such receivables, the Company may request that DZ Bank make loans from time to time to the Company that are secured by liens on those receivables.
Loan advances may be made under the DZ Financing Program through January 25, 2020 and all loans will mature no later than July 25, 2020. Loans will accrue interest (i) with respect to loans that are funded through the issuance of commercial paper notes, at the commercial paper (“CP”) rate, and (ii) otherwise, at a rate per annum equal to adjusted LIBOR. The CP rate will be based on the rates paid by the applicable lender on notes it issues to fund related loans. Adjusted LIBOR is based on LIBOR for the applicable interest period and the rate prescribed by the Board of Governors of the Federal Reserve System for determining the reserve requirements with respect to Eurocurrency funding. If an event of default occurs, all loans shall bear interest at a rate per annum equal to the prime rate (the federal funds rate plus
3%
) plus
2.5%
.
The DZ Financing Program also includes a letter of credit sub-facility with a sub-limit of
$35.0 million
. As of July 29, 2018, the letter of credit participation was
$25.4 million
inclusive of
$23.5 million
for the Company’s casualty insurance program,
$1.1 million
for the security deposit required under certain real estate lease agreements and
$0.8 million
for the Company's corporate credit card program. The Company used
$30.0 million
of funds available under the DZ Financing Program to temporarily collateralize the letters of credit, until the letters of credit were established with DZ Bank on January 31, 2018.
The DZ Financing Program contains customary representations and warranties as well as affirmative and negative covenants, with such covenants being less restrictive than those under the PNC Financing Program. The agreement also contains customary default, indemnification and termination provisions. The DZ Financing Program is not an off-balance sheet arrangement, as the bankruptcy-remote subsidiary is a 100%-owned consolidated subsidiary of the Company.
The Company is subject to certain financial and portfolio performance covenants under our DZ Financing Program, including a minimum tangible net worth of
$40.0 million
, positive net income in fiscal year 2019, maximum debt to tangible net worth ratio of
3
:1 and a minimum of
$15.0 million
in liquid assets, as defined. At July 29, 2018, the Company was in compliance with all debt covenants.
On June 8, 2018 the Company amended its DZ Financing Program to modify a provision in the calculation of eligible receivables, as defined. This amendment permits the Company to exclude the receivables of a single large, high-quality customer from its threshold limitation, resulting in additional borrowing capacity of approximately
$10.0 million
.
The Company used funds made available by the DZ Financing Program to repay all amounts outstanding under the PNC Financing Program, which terminated in accordance with its terms, and expects to use remaining availability from the DZ Financing Program from time to time for working capital and other general corporate purposes.
Until the termination date, the PNC Financing Program was secured by receivables from certain staffing services businesses in the United States and Europe that were sold to a wholly-owned, consolidated, bankruptcy-remote subsidiary. The bankruptcy-remote subsidiary’s sole business consisted of the purchase of the receivables and subsequent granting of a security interest to PNC under the program, and its assets were available first to satisfy obligations to PNC and were not available to pay creditors of the Company’s other legal entities. Borrowing capacity under the PNC Financing Program was directly impacted by the level of accounts receivable.
In addition to customary representations, warranties and affirmative and negative covenants, the PNC Financing Program was subject to termination under standard events of default including change of control, failure to pay principal or interest, breach of the liquidity or performance covenants, triggering of portfolio ratio limits, or other material adverse events, as defined.
On January 11, 2018, the Company entered into Amendment No. 10 to the PNC Financing Program, which gave the Company the option to extend the termination date of the program from January 31, 2018 to March 2, 2018, and amended the financial covenant requiring the Company to meet the minimum earnings before interest and taxes levels for the fiscal quarter ended October 29, 2017. All other material terms and conditions remained substantially unchanged, including interest rates.
At July 29, 2018, the Company had outstanding borrowings under the DZ Financing Program of
$50.0 million
, with a weighted average annual interest rate of
3.6%
during the third quarter of fiscal 2018 and
3.5%
during the first nine months of fiscal 2018. At October 29, 2017, the Company had outstanding borrowings under the PNC Financing Program of
$50.0 million
with a weighted average annual interest rate of
3.1%
during the third quarter of fiscal 2017 and
2.9%
during the first nine months of 2017, which is inclusive of certain facility fees. The Company had outstanding borrowings under the PNC Financing until its termination in January 2018 with a weighted average interest rate of
4.0%
. At July 29, 2018, there was
$30.3 million
of borrowing availability under the DZ Financing Program.
Long-term debt consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
July 29, 2018
|
|
October 29, 2017
|
Financing programs
|
$
|
50,000
|
|
|
$
|
50,000
|
|
Less:
|
|
|
|
Current portion
|
—
|
|
|
50,000
|
|
Deferred financing fees
|
1,061
|
|
|
—
|
|
Total long-term debt, net
|
$
|
48,939
|
|
|
$
|
—
|
|
NOTE 7: Earnings (Loss) Per Share
Basic and diluted net loss per share is calculated as follows (in thousands, except per share amounts):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
July 29, 2018
|
|
July 30, 2017
|
|
July 29, 2018
|
|
July 30, 2017
|
Numerator
|
|
|
|
|
|
|
|
Net loss
|
$
|
(11,418
|
)
|
|
$
|
(5,518
|
)
|
|
$
|
(29,799
|
)
|
|
$
|
(10,949
|
)
|
Denominator
|
|
|
|
|
|
|
|
Basic weighted average number of shares
|
21,071
|
|
|
20,963
|
|
|
21,044
|
|
|
20,934
|
|
Diluted weighted average number of shares
|
21,071
|
|
|
20,963
|
|
|
21,044
|
|
|
20,934
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
Basic
|
$
|
(0.54
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(1.42
|
)
|
|
$
|
(0.52
|
)
|
Diluted
|
$
|
(0.54
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(1.42
|
)
|
|
$
|
(0.52
|
)
|
Options to purchase
1,608,492
and
2,572,091
shares of the Company’s common stock were outstanding at July 29, 2018 and July 30, 2017, respectively. Additionally, there were
466,929
unvested restricted units and
276,396
unvested performance share units outstanding at July 29, 2018 and
324,277
unvested restricted units outstanding at July 30, 2017. These securities were not included in the computation of diluted loss per share in the fiscal 2018 and 2017 because the effect of their inclusion would have been anti-dilutive as a result of the Company’s net loss position in those periods.
NOTE 8: Stock Compensation Plan
During the third quarter of fiscal 2018, pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), the Company granted long-term incentive awards in the aggregate of
276,396
performance stock units (“PSUs”) to executive management and
343,596
restricted stock units (“RSUs”) to certain employees including executive management.
Vesting of the PSUs is dependent on the achievement of target stock prices at the end of each of the
one
-year,
two
-year and
three
-year performance periods. The target stock price will be based on the average stock price of the last
20
trading days of the applicable measurement period. The PSUs will be eligible to vest in
three
equal tranches at the end of each performance period subject to meeting the target stock price goals, including a minimum threshold which must be reached for any vesting to occur and also subject to the employee’s continued employment with the Company on each of the vesting dates. The payout percentages can range from
0%
to
200%
.
The RSUs will vest in equal installments on the first
three
anniversaries of the grant date subject to the employee’s continued employment with the Company on each of the vesting dates.
Upon vesting, the PSUs and RSUs may be settled in either cash or stock at the Company’s election, with any stock settlement being subject to the Company having a sufficient number of shares available under its equity incentive plan to satisfy such awards. Any PSUs or RSUs settled in cash will be capped at
two
times the Company’s closing stock price on the grant date, multiplied by the number of PSUs or RSUs vesting.
The total fair value at the grant date of these PSUs and RSUs was approximately
$0.9 million
and
$1.1 million
, respectively. The grant date fair values were determined through a Monte Carlo simulation using the following assumptions: the closing stock price on the grant date of June 14, 2018, an expected volatility of
58.3%
, a risk-free interest rate of
2.67%
and an expected term of
three
years.
These awards are classified as a liability at fair value and re-measured periodically based on the effect that the market condition has on these awards. The liability and corresponding expense are adjusted accordingly until the awards are settled. The stock compensation cost is recognized over the related service or performance periods.
Additionally, on June 29, 2018, the Company's former chief executive officer entered into a separation agreement that included terms related to his stock-based awards. Pursuant to its terms, an aggregate of
721,731
stock options were cancelled and
159,443
restricted stock units and
424,710
stock options became fully vested. The options remain exercisable for
12
months following his separation from the Company on June 6, 2018.
During the third quarter of fiscal 2017, pursuant to the terms of the 2015 Plan, the Company granted an aggregate of
809,554
stock options,
240,428
RSUs and
71,311
phantom units in the form of cash-settled RSUs. This was comprised of: (i)
809,554
stock options and
166,658
RSUs granted to certain employees including executive management as long-term incentive awards, (ii)
73,770
RSUs granted to independent members of the Board as part of their annual compensation and (iii)
71,311
phantom units granted to certain senior management level employees.
The total fair value at the grant date of these stock options and RSUs were approximately
$2.5 million
in fiscal 2017. The grants will vest in tranches ratably over
three
years provided the employees remain employed on each of those vesting dates. The weighted average fair value per unit for the RSUs in fiscal 2017 was
$4.35
. Compensation expense for the vested RSUs was recognized on the grant date. The stock options expire
10
years from the initial grant date and have a weighted average exercise price of
$4.36
in fiscal 2017. Compensation expense for the stock options and RSUs is recognized over the vesting period.
The fair value of the stock option grant was estimated using the Black-Scholes option pricing model, which requires estimates of key assumptions based on both historical information and management judgment regarding market factors and trends. We developed the expected volatility by using the historical volatilities of the Company for a period equal to the expected life of the option. We derived our expected term assumption based on the simplified method due to a lack of historical exercise data, which results in an expected term based on the midpoint between the graded vesting dates and contractual term of an option. The risk-free interest rate is based on the average yield of a U.S. Treasury bond, with a term that was consistent with the expected life of the stock options. The expected dividend yield was assumed to be
zero
. The weighted average assumptions used to estimate the fair value of stock options for the three months ended July 30, 2017 were as follows: fair value of stock option granted of
$1.79
, expected volatility of
40%
, expected term of
6
years and a risk-free interest rate of
1.91%
.
The total fair value at the grant date of the phantom units was approximately
$0.3 million
. The units vest in tranches ratably over
three
years provided the employees remain employed on each of those vesting dates. The weighted average fair value per unit was
$4.35
. These cash-settled awards are classified as a liability and remeasured at the end of each reporting period based on the change in fair value of one share of the Company’s common stock. Compensation expense is recognized over the vesting period. The liability and corresponding expense are adjusted accordingly until the awards are settled.
The total stock compensation expense for the three and nine months ended July 29, 2018 was
$(0.3) million
and
$0.7 million
, respectively, and for the three and nine months ended July 30, 2017 was
$0.9 million
and
$2.1 million
, respectively. Stock compensation expense was recognized in Selling, administrative and other operating costs in the Company’s Condensed Consolidated Statements of Operations. As of July 29, 2018, total unrecognized compensation expense of
$2.8 million
related to PSUs, stock options, RSUs and phantom units will be recognized over the remaining weighted average vesting period of
1.5
years, of which
$0.5 million
,
$1.5 million
,
$0.6 million
and
$0.2 million
is expected to be recognized in fiscal 2018, 2019, 2020 and 2021, respectively.
NOTE 9: Restructuring and Severance Costs
For the three and nine months ended July 29, 2018, the Company incurred restructuring and severance costs of
$3.1 million
and
$3.7 million
, respectively.
Change in Executive Management
Effective June 6, 2018, Mr. Dean departed from the Company in his role as President and Chief Executive Officer and is no longer a member of the Board of Directors. The Company and Mr. Dean subsequently executed a separation agreement, effective June 29, 2018. The Company recorded severance costs of
$2.6 million
in the third quarter of fiscal 2018, payable over a period of
24
months.
Other Severance
In the third quarter of fiscal 2018, the Company recorded severance costs of
$0.5 million
, primarily resulting from the elimination of certain positions as part of its continued efforts to reduce costs and achieve operational efficiency. These costs are included in Restructuring and severance costs on the Condensed Consolidated Statements of Operations. For the three and nine months ended July 30, 2017, the Company incurred restructuring and severance costs of
$0.2 million
and
$1.1 million
, respectively, resulting primarily from a reduction in workforce under a cost reduction plan implemented in fiscal 2016.
NOTE 10: Commitments and Contingencies
(a) Legal Proceedings
The Company is involved in various claims and legal actions arising in the ordinary course of business. The Company’s loss contingencies not discussed elsewhere consist primarily of claims and legal actions arising in the normal course of business related to contingent worker employment matters in the staffing services segment. These matters are at varying stages of investigation, arbitration or adjudication. The Company has accrued for losses on individual matters that are both probable and reasonably estimable.
Estimates are based on currently available information and assumptions. Significant judgment is required in both the determination of probability and the determination of whether a matter is reasonably estimable. The Company’s estimates may change and actual expenses could differ in the future as additional information becomes available.
(b) Other Matters
As previously disclosed in the Annual Report on Form 10-K for the year ended October 29, 2017, certain qualification failures related to non-discrimination testing for the Company’s 401(k) plans consisting of the (1) Volt Technical Services Savings Plan and the (2) Volt Information Sciences, Inc. Savings Plan occurred during plan years prior to 2016. The Company has accrued approximately
$0.9 million
as its current estimate of what it will need to contribute to the plans to correct the failures. The Company does not expect to contribute any amounts to the plans to correct the failures until the Company has obtained the approval of the Internal Revenue Service regarding the method for curing the failures and the amount of the contribution.
NOTE 11: Segment Data
We report our segment information in accordance with the provisions of ASC 280,
Segment Reporting
.
Our current reportable segments are (i) North American Staffing and (ii) International Staffing. The non-reportable businesses are combined and disclosed with corporate services under the category Corporate and Other.
The Company sold the quality assurance business from within the Technology Outsourcing Services and Solutions segment on October 27, 2017 leaving the Company's call center services as the remaining activity within that segment. The Company has renamed the operating segment Volt Customer Care Solutions and its results are now reported as part of the Corporate and Other category, as it does not meet the criteria for a reportable segment under ASC 280,
Segment Reporting
. To provide period over period comparability, the Company has recast the prior period Technology Outsourcing Services and Solutions segment data to conform to the current presentation within the Corporate and Other category in the prior period. This change did not have any impact on the consolidated financial results for any period presented. In addition, Corporate and Other also included our previously owned Maintech, Incorporated (“Maintech”) business in the first six months of fiscal 2017.
Segment operating income (loss) is comprised of segment net revenue less cost of services, selling, administrative and other operating costs, and restructuring and severance costs. The Company allocates to the segments all operating costs except for costs not directly related to the operating activities such as corporate-wide general and administrative costs. These costs are not allocated because doing
so would not enhance the understanding of segment operating performance and are not used by management to measure segment performance.
Financial data concerning the Company’s segment revenue and operating income (loss) as well as results from Corporate and Other are summarized in the following tables (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 29, 2018
|
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Corporate and Other (1)
|
|
Eliminations (2)
|
Net revenue
|
$
|
257,808
|
|
|
$
|
215,679
|
|
|
$
|
28,579
|
|
|
$
|
14,415
|
|
|
$
|
(865
|
)
|
Cost of services
|
221,448
|
|
|
184,724
|
|
|
23,917
|
|
|
13,672
|
|
|
(865
|
)
|
Gross margin
|
36,360
|
|
|
30,955
|
|
|
4,662
|
|
|
743
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Selling, administrative and other operating costs
|
42,222
|
|
|
27,971
|
|
|
3,944
|
|
|
10,307
|
|
|
—
|
|
Restructuring and severance costs
|
3,108
|
|
|
23
|
|
|
41
|
|
|
3,044
|
|
|
—
|
|
Operating income (loss)
|
(8,970
|
)
|
|
2,961
|
|
|
677
|
|
|
(12,608
|
)
|
|
—
|
|
Other income (expense), net
|
(1,142
|
)
|
|
|
|
|
|
|
|
|
Income tax provision
|
1,306
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(11,418
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 30, 2017
|
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Corporate and Other (1)
|
|
Eliminations (2)
|
Net revenue
|
$
|
289,924
|
|
|
$
|
229,372
|
|
|
$
|
29,018
|
|
|
$
|
33,365
|
|
|
$
|
(1,831
|
)
|
Cost of services
|
244,205
|
|
|
194,594
|
|
|
24,459
|
|
|
26,983
|
|
|
(1,831
|
)
|
Gross margin
|
45,719
|
|
|
34,778
|
|
|
4,559
|
|
|
6,382
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Selling, administrative and other operating costs
|
46,931
|
|
|
28,962
|
|
|
3,824
|
|
|
14,145
|
|
|
—
|
|
Restructuring and severance costs
|
249
|
|
|
75
|
|
|
4
|
|
|
170
|
|
|
—
|
|
Operating income (loss)
|
(1,461
|
)
|
|
5,741
|
|
|
731
|
|
|
(7,933
|
)
|
|
—
|
|
Other income (expense), net
|
(2,983
|
)
|
|
|
|
|
|
|
|
|
Income tax provision
|
1,074
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(5,518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended July 29, 2018
|
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Corporate and Other (1)
|
|
Eliminations (2)
|
Net revenue
|
$
|
774,365
|
|
|
$
|
640,004
|
|
|
$
|
90,062
|
|
|
$
|
47,298
|
|
|
$
|
(2,999
|
)
|
Cost of services
|
664,695
|
|
|
551,011
|
|
|
76,094
|
|
|
40,589
|
|
|
(2,999
|
)
|
Gross margin
|
109,670
|
|
|
88,993
|
|
|
13,968
|
|
|
6,709
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Selling, administrative and other operating costs
|
132,076
|
|
|
85,055
|
|
|
12,231
|
|
|
34,790
|
|
|
—
|
|
Restructuring and severance costs
|
3,730
|
|
|
32
|
|
|
340
|
|
|
3,358
|
|
|
—
|
|
Impairment charge
|
155
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
Operating income (loss)
|
(26,291
|
)
|
|
3,906
|
|
|
1,397
|
|
|
(31,594
|
)
|
|
—
|
|
Other income (expense), net
|
(2,932
|
)
|
|
|
|
|
|
|
|
|
Income tax provision
|
576
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(29,799
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended July 30, 2017
|
|
Total
|
|
North American Staffing
|
|
International Staffing
|
|
Corporate and Other (1)
|
|
Eliminations (2)
|
Net revenue
|
$
|
905,953
|
|
|
$
|
695,041
|
|
|
$
|
89,599
|
|
|
$
|
125,864
|
|
|
$
|
(4,551
|
)
|
Cost of services
|
766,225
|
|
|
592,504
|
|
|
75,786
|
|
|
102,486
|
|
|
(4,551
|
)
|
Gross margin
|
139,728
|
|
|
102,537
|
|
|
13,813
|
|
|
23,378
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Selling, administrative and other operating costs
|
146,992
|
|
|
90,695
|
|
|
11,895
|
|
|
44,402
|
|
|
—
|
|
Restructuring and severance costs
|
1,072
|
|
|
215
|
|
|
14
|
|
|
843
|
|
|
—
|
|
Impairment charge
|
290
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|
—
|
|
Gain from divestitures
|
(3,938
|
)
|
|
—
|
|
|
—
|
|
|
(3,938
|
)
|
|
—
|
|
Operating income (loss)
|
(4,688
|
)
|
|
11,627
|
|
|
1,904
|
|
|
(18,219
|
)
|
|
—
|
|
Other income (expense), net
|
(5,331
|
)
|
|
|
|
|
|
|
|
|
Income tax provision
|
930
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(10,949
|
)
|
|
|
|
|
|
|
|
|
(1) Revenues are primarily derived from managed service programs and Volt Customer Care Solutions. In addition, the first nine months of fiscal 2017 included our previously owned Maintech and quality assurance businesses through the date of sale.
(2) The majority of intersegment sales results from North American Staffing providing resources to Volt Customer Care Solutions and our previously owned quality assurance business.