SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10	VOLT	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. x☒ Yes ¨☐ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). x☒ Yes ¨☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

~~Large accelerated filer~~ ¨

~~Accelerated filer~~ x

~~Non-accelerated filer~~ ¨

~~Smaller reporting company~~ ¨

~~Emerging growth company~~ ¨

~~(Do not check if a smaller~~

~~reporting company)~~

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

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

As of ~~March 2, 2018,~~June 11, 2021, there were ~~21,028,729~~21,736,575 shares of common stock outstanding.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

Three Months Ended
January 28, 2018 January 29, 2017

NET REVENUE $ 253,338
$ 313,024
Cost of services 217,329
266,134
GROSS MARGIN 36,009
46,890
EXPENSES
Selling, administrative and other operating costs 46,938
48,890
Restructuring and severance costs 518
624
TOTAL EXPENSES 47,456
49,514
OPERATING LOSS (11,447 ) (2,624 )
OTHER INCOME (EXPENSE), NET
Interest income (expense), net (782 ) (858 )
Foreign exchange gain (loss), net 703
127
Other income (expense), net (528 ) (599 )
TOTAL OTHER INCOME (EXPENSE), NET (607 ) (1,330 )
LOSS BEFORE INCOME TAXES (12,054 ) (3,954 )
Income tax (benefit) provision (1,360 ) 623
NET LOSS $ (10,694 ) $ (4,577 )

PER SHARE DATA:
Basic:
Net loss $ (0.51 ) $ (0.22 )
Weighted average number of shares 21,029
20,918
Diluted:
Net loss $ (0.51 ) $ (0.22 )
Weighted average number of shares 21,029
20,918


	Three Months Ended				Six Months Ended
	May 2, 2021		May 3, 2020		May 2, 2021		May 3, 2020
NET REVENUE	$	222,092	$	207,275	$	440,050	$	425,041
Cost of services	185,613		175,038		370,889		361,377
GROSS MARGIN	36,479		32,237		69,161		63,664

EXPENSES
Selling, administrative and other operating costs	32,950		36,189		66,697		75,686
Restructuring and severance costs	595		411		1,227		1,657
Impairment charges	261		0		292		11
OPERATING INCOME (LOSS)	2,673		(4,363)		945		(13,690)

OTHER INCOME (EXPENSE), NET
Interest income (expense), net	(430)		(621)		(907)		(1,321)
Foreign exchange gain (loss), net	71		(266)		313		(594)
Other income (expense), net	(147)		(152)		(303)		(410)
TOTAL OTHER INCOME (EXPENSE), NET	(506)		(1,039)		(897)		(2,325)

INCOME (LOSS) BEFORE INCOME TAXES	2,167		(5,402)		48		(16,015)
Income tax provision	288		23		615		218
NET INCOME (LOSS)	$	1,879	$	(5,425)	$	(567)	$	(16,233)

PER SHARE DATA:
Basic:
Net income (loss)	$	0.09	$	(0.25)	$	(0.03)	$	(0.76)
Weighted average number of shares	21,793		21,416		21,793		21,416

Diluted:
Net income (loss)	$	0.08	$	(0.25)	$	(0.03)	$	(0.76)
Weighted average number of shares	22,588		21,416		21,793		21,416

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss)

(In thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	May 2, 2021		May 3, 2020		May 2, 2021		May 3, 2020
NET INCOME (LOSS)	$	1,879	$	(5,425)	$	(567)	$	(16,233)
Other comprehensive income (loss):
Foreign currency translation adjustments net of taxes of $0 and $0, respectively	160		(602)		1,091		(238)
COMPREHENSIVE INCOME (LOSS)	$	2,039	$	(6,027)	$	524	$	(16,471)

Three Months Ended
January 28, 2018 January 29, 2017

NET LOSS $ (10,694 ) $ (4,577 )
Other comprehensive loss:
Foreign currency translation adjustments net of taxes of $0 and $0, respectively 1,404
527
COMPREHENSIVE LOSS $ (9,290 ) $ (4,050 )

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)


	January 28, 2018			October 29, 2017				May 2, 2021		November 1, 2020
	(unaudited)							(unaudited)
ASSETS							ASSETS
CURRENT ASSETS:							CURRENT ASSETS:
Cash and cash equivalents	$	53,868		$	37,077		Cash and cash equivalents	$	47,231	$	38,550
Restricted cash and short-term investments	45,214			20,544			Restricted cash and short-term investments	12,788		20,736
Trade accounts receivable, net of allowances of $974 and $1,249, respectively	150,531			173,818
Recoverable income taxes	53			1,643
Trade accounts receivable, net of allowances of $156 and $219, respectively							Trade accounts receivable, net of allowances of $156 and $219, respectively	127,435		121,916
Other current assets	8,753			11,755			Other current assets	7,567		7,058
TOTAL CURRENT ASSETS	258,419			244,837			TOTAL CURRENT ASSETS	195,021		188,260
Property, equipment and software, net							Property, equipment and software, net	20,180		22,167
Right of use assets - operating leases							Right of use assets - operating leases	23,513		25,107
Other assets, excluding current portion	11,301			10,851			Other assets, excluding current portion	6,633		6,311
Property, equipment and software, net	27,487			29,121
TOTAL ASSETS	$	297,207		$	284,809		TOTAL ASSETS	$	245,347	$	241,845
LIABILITIES AND STOCKHOLDERS’ EQUITY							LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:							CURRENT LIABILITIES:
Accrued compensation	$	23,598		$	24,504		Accrued compensation	$	18,630	$	18,357
Accounts payable	29,026			36,895			Accounts payable	24,793		31,221
Accrued taxes other than income taxes	22,754			20,467			Accrued taxes other than income taxes	31,828		12,983
Accrued insurance and other	31,949			30,282			Accrued insurance and other	17,710		15,908
Short-term borrowings, including current portion of long-term debt	30,000			50,000
Operating lease liabilities							Operating lease liabilities	6,817		7,144
Income taxes payable	854			808			Income taxes payable	515		891
TOTAL CURRENT LIABILITIES	138,181			162,956			TOTAL CURRENT LIABILITIES	100,293		86,504
Accrued insurance and other, excluding current portion	9,722			10,828
Deferred gain on sale of real estate, excluding current portion	23,675			24,162
Accrued payroll taxes and other, excluding current portion							Accrued payroll taxes and other, excluding current portion	21,237		29,988
Operating lease liabilities, excluding current portion							Operating lease liabilities, excluding current portion	35,424		38,232
Income taxes payable, excluding current portion	611			1,663			Income taxes payable, excluding current portion	90		90
Deferred income taxes	1,206			1,206			Deferred income taxes	0		3
Long-term debt, excluding current portion, net	48,673			—
Long-term debt, net							Long-term debt, net	59,153		59,154
TOTAL LIABILITIES	222,068			200,815			TOTAL LIABILITIES	216,197		213,971
Commitments and contingencies							Commitments and contingencies	0		0

STOCKHOLDERS’ EQUITY:							STOCKHOLDERS’ EQUITY:
Preferred stock, par value $1.00; Authorized - 500,000 shares; Issued - none	—			—
Common stock, par value $0.10; Authorized - 120,000,000 shares; Issued - 23,738,003 shares; Outstanding - 21,028,729 shares and 21,026,253 shares, respectively	2,374			2,374
Preferred stock, par value $1.00; Authorized - 500,000 shares; Issued - 0ne							Preferred stock, par value $1.00; Authorized - 500,000 shares; Issued - 0ne	0		0
Common stock, par value $0.10; Authorized - 120,000,000 shares; Issued - 23,738,003 shares; Outstanding - 21,736,575 shares and 21,729,400 shares, respectively							Common stock, par value $0.10; Authorized - 120,000,000 shares; Issued - 23,738,003 shares; Outstanding - 21,736,575 shares and 21,729,400 shares, respectively	2,374		2,374
Paid-in capital	79,070			78,645			Paid-in capital	80,673		79,937
Retained earnings	35,109			45,843
Accumulated deficit							Accumulated deficit	(30,505)		(29,793)
Accumulated other comprehensive loss	(3,857		)	(5,261		)	Accumulated other comprehensive loss	(5,367)		(6,458)
Treasury stock, at cost; 2,709,274 and 2,711,750 shares, respectively	(37,557		)	(37,607		)
Treasury stock, at cost; 2,001,428 and 2,008,603 shares, respectively							Treasury stock, at cost; 2,001,428 and 2,008,603 shares, respectively	(18,025)		(18,186)
TOTAL STOCKHOLDERS’ EQUITY	75,139			83,994			TOTAL STOCKHOLDERS’ EQUITY	29,150		27,874
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	297,207		$	284,809		TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	245,347	$	241,845

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except number of share data)

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

Adjustment to reconcile net loss to cash provided by operating activities:

See accompanying Notes to Condensed Consolidated Financial Statements.

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Fiscal Periods Ended ~~January 28, 2018~~May 2, 2021 and ~~January 29, 2017~~May 3, 2020

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 (“GAAP”), consistent in all material respects with those applied in the Annual Report on Form 10-K for the year ended ~~October 29, 2017.~~November 1, 2020. 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~~is 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.~~November 1, 2020.

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

NOTE 2: Recently Issued Accounting Pronouncements

New Accounting Standards Not Yet Adopted by the Company

In ~~May 2017,~~June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2017-09,~~ ~~Compensation~~2016-13, Financial Instruments - ~~Stock Compensation (Topic 718): Scope~~Credit Losses (Accounting Standards Codification (“ASC”) Topic 326), as clarified in ASU 2019-04, ASU 2019-05, ASU 2019-11 and ASU 2018-19, amending how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance requires the application of ~~Modification Accounting. This ASU provides guidance~~a current expected credit loss model, which is a new impairment model based on ~~the types of changes to the terms or conditions of share-based payment awards to which~~expected losses. Under this model, an entity ~~would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting~~recognizes an allowance for expected credit losses based on historical experience, current conditions and ~~classification~~forecasted information rather than the current methodology of ~~the awards are the same immediately before and after the modification.~~delaying recognition of credit losses until it is probable a loss has been incurred. The amendments are effective for ~~annual periods~~fiscal years beginning after December 15, ~~2017,~~2022, 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 2021.2024. 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. 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. After the preliminary assessment, the Company does not anticipate that the new guidance will have a material impact on our revenue recognition policies, practices or systems. As the Company continues to evaluate 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~~by the Company

In March ~~2016,~~2020, the FASB issued ASU ~~2016-09,~~ ~~Compensation~~ 2020-04, Reference Rate Reform (Topic 848)- ~~Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects~~Facilitation of the ~~accounting~~Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for ~~share-based payment~~applying GAAP to contracts, hedging relationships and other transactions ~~including income tax consequences, classification~~affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of ~~awards as either equity or liabilities, and classification on~~reference rate reform. ASU 2020-04 was effective for the ~~statement of cash flows. The~~ Company ~~adopted this ASU~~ in the first quarter of fiscal ~~2018. Upon~~2021. The Company’s securitization program references the LIBOR rate but only as a secondary rate to be used under specific circumstances. The adoption of this guidance had no significant impact on the ~~excess tax benefits and deficiencies are recognized as income tax expense~~Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which changes the fair value measurement disclosure requirements of ASC 820. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or ~~benefit~~modified disclosures upon issuance of ASU 2018-13. ASU 2018-13 was effective for the Company in the ~~income statement in the reporting period incurred.~~first quarter of fiscal 2021. The ~~ASU transition~~adoption of this 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 requiredhad no significant impact 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.Company’s consolidated financial statements.

All other ASUs that became effective for Volt in the first ~~quarter~~six months of fiscal ~~2018~~2021 were not applicable to the Company at this time and therefore, did not have any impact during the period.

The Company’s material operating leases consist of branch locations, as well as corporate office space. Our leases have remaining terms of 1 - 9 years. The lease term is the minimum of the non-cancelable period of the lease or the lease term inclusive of reasonably certain renewal option periods. Volt determines if an arrangement meets the criteria of a lease at inception, at which time it also performs an analysis to determine whether the lease qualifies as operating or financing.

Operating leases are included in Right of use assets - operating leases and Operating lease liabilities, current and long-term, in the Condensed Consolidated Balance Sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is included in Selling, administrative and other operating costs in the Condensed Consolidated Statements of Operations. The Company’s finance lease arrangements are immaterial.


Components of Lease Expense (in thousands)	Three Months Ended				Six Months Ended
	May 2, 2021		May 3, 2020		May 2, 2021		May 3, 2020
Operating lease expense	$	2,225	$	3,003	$	4,494	$	5,924
Sublease income	(408)		(394)		(810)		(788)
Variable lease expense	362		126		743		327
Total (1)(2)	$	2,179	$	2,735	$	4,427	$	5,463

(1) The Company has minimal short-term lease expense.

(2) Lease expense included in restructuring is approximately $0.5 million and $1.1 million for the three and six months ended May 2, 2021 and $0.1 million and $0.1 million for the three and six months ended May 3, 2020.


	Six Months Ended
Supplemental Cash Flows Information (in thousands)	May 2, 2021		May 3, 2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	5,656	$	5,868
Operating ROU assets obtained in exchange for operating lease liabilities	$	1,138	$	680


	Six Months Ended
Weighted Average Remaining Lease Term and Discount Rate	May 2, 2021		May 3, 2020
Weighted average remaining lease term (years)	7.7		8.2
Weighted average discount rate	6.3	%	6.3	%


Maturities of Lease Liabilities (in thousands)	As of May 2, 2021
Fiscal Year:	Amount
Remainder of 2021	$	4,878
2022	8,350
2023	7,042
2024	5,676
2025	5,275
Thereafter	22,901
Total future lease payments	$	54,122
Less: Imputed interest	11,735
Total lease liabilities	$	42,387

NOTE 4: Revenue Recognition

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

Revenue Service Types

Volt’s primary service is providing contingent (temporary) workers to its customers. These services are primarily provided through direct agreements with customers and Volt provides these services using its employees and, in some cases, by subcontracting with other vendors of contingent workers. Volt’s costs in providing these services consist of the wages and benefits provided to the contingent workers as well as the recruiting costs, payroll department costs and other administrative costs.

Direct Placement Services

Direct placement services include providing qualified candidates to the Company’s customers to hire on a permanent basis. Direct placement revenue is recognized net of a reserve for permanent placement candidates that do not remain with the customer through the contingency period, which is typically 60 days or less. This contingency is estimated based on historical data and recorded as a refund liability.

Managed Service Programs (“MSP”)

The Company’s MSP programs provide comprehensive solutions for delivery of contingent labor for assignment to customers, including supplier and worker sourcing, selecting, qualifying, on/off-boarding, time and expense recordation, reporting and approved invoicing and payment processing procedures. The Company’s fee for these MSP services is a fixed percentage of the staffing services spend that is managed through the program.

Disaggregation of Revenues

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


	Three Months Ended May 2, 2021
Segment	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Service Revenues:
Staffing Services	$	211,907	$	182,353	$	22,535	$	6,934	$	117	$	(32)
Direct Placement Services	3,749		1,942		1,276		531		0		0
Managed Service Programs	6,436		0		4,069		2,367		0		0
	$	222,092	$	184,295	$	27,880	$	9,832	$	117	$	(32)

Geographical Markets:
Domestic	$	193,043	$	183,323	$	0	$	9,745	$	0	$	(25)
International	29,049		972		27,880		87		117		(7)
	$	222,092	$	184,295	$	27,880	$	9,832	$	117	$	(32)


	Three Months Ended May 3, 2020
Segment	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Service Revenues:
Staffing Services	$	199,443	$	171,966	$	21,499	$	6,137	$	187	$	(346)
Direct Placement Services	3,151		1,420		875		856		0		0
Managed Service Programs	4,681		0		1,929		2,752		0		0
	$	207,275	$	173,386	$	24,303	$	9,745	$	187	$	(346)

Geographical Markets:
Domestic	$	181,870	$	172,548	$	0	$	9,648	$	0	$	(326)
International	25,405		838		24,303		97		187		(20)
	$	207,275	$	173,386	$	24,303	$	9,745	$	187	$	(346)


	Six Months Ended May 2, 2021
Segment	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Service Revenues:
Staffing Services	$	421,175	$	364,919	$	42,530	$	13,581	$	236	$	(91)
Direct Placement Services	6,814		3,592		2,155		1,067		0		0
Managed Service Programs	12,061		0		7,208		4,853		0		0
	$	440,050	$	368,511	$	51,893	$	19,501	$	236	$	(91)

Geographical Markets:
Domestic	$	385,875	$	366,619	$	0	$	19,317	$	0	$	(61)
International	54,175		1,892		51,893		184		236		(30)
	$	440,050	$	368,511	$	51,893	$	19,501	$	236	$	(91)


	Six Months Ended May 3, 2020
Segment	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Service Revenues:
Staffing Services	$	409,486	$	352,829	$	45,106	$	11,931	$	390	$	(770)
Direct Placement Services	6,368		2,952		1,883		1,533		0		0
Managed Service Programs	9,187		0		3,537		5,650		0		0
	$	425,041	$	355,781	$	50,526	$	19,114	$	390	$	(770)

Geographical Markets:
Domestic	$	372,553	$	354,316	$	0	$	18,966	$	0	$	(729)
International	52,488		1,465		50,526		148		390		(41)
	$	425,041	$	355,781	$	50,526	$	19,114	$	390	$	(770)

Unsatisfied Performance Obligations

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

Accounts Receivable, Contract Assets and Contract Liabilities

The Company records accounts receivable when its right to consideration becomes unconditional and records a sales allowance as a liability. As of May 2, 2021, the change in the reserve balance from November 1, 2020 was immaterial. Contract assets primarily relate to the Company’s rights to consideration for services provided that are conditional on satisfaction of future performance obligations. The Company records contract liabilities when payments are made or due prior to the related performance obligations being satisfied. The current portion of contract liabilities is included in Accrued insurance and other in the Condensed Consolidated Balance Sheets. The Company does 0t have any material contract assets or long-term contract liabilities as of May 2, 2021 and November 1, 2020.

The Company’s operations are subject to variations in the economic condition and regulatory environment in their jurisdictions of operations. Adverse economic conditions may severely reduce the demand for the Company’s services and directly impact the revenue. In addition, the Company faces risks in complying with various legal requirements and unpredictable changes in both U.S. and foreign regulations which may have a financial impact on the business and operations.

The global spread of COVID-19, or coronavirus, created significant volatility, uncertainty and global macroeconomic disruption. This was due to related government actions, non-governmental agency recommendations and public perceptions and disruption in global economic and labor market conditions. Our business, results of operations and financial condition have been and may continue to be impacted by the coronavirus pandemic, related government actions and any future adverse impacts could be material and are difficult to predict.

NOTE 5: Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss for the three months ended January 28, 2018 were (in thousands):

Foreign Currency Translation
Accumulated other comprehensive loss at October 29, 2017 $ (5,261 )
Other comprehensive loss 1,404
Accumulated other comprehensive loss at January 28, 2018 $ (3,857 )

The changes in accumulated other comprehensive loss for the three and six months ended May 2, 2021 were (in thousands):


	Three Months Ended		Six Months Ended
	May 2, 2021
	Foreign Currency Translation
Accumulated other comprehensive loss at beginning of the period	$	(5,527)	$	(6,458)
Other comprehensive income	160		1,091
Accumulated other comprehensive loss at May 2, 2021	$	(5,367)	$	(5,367)

There were no0 reclassifications from accumulated other comprehensive loss for the three and six months ended ~~January 28, 2018.~~May 2, 2021 and May 3, 2020.

NOTE 4:6: 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~~is generally made shortly after receipt of payment from customers, with undistributed amounts included in restricted cash and accounts payable between receipt and distribution of these ~~amounts. Changes in restricted cash collateral are classified as an operating activity, as this cash is directly related to the operations of this business.~~amounts, where contractually required. At ~~January 28, 2018~~May 2, 2021 and ~~October 29, 2017,~~November 1, 2020, restricted cash included ~~$10.0~~$4.6 million and ~~$15.1~~$9.2 million,

respectively, restricted for payment to associate vendors, and ~~$2.1~~$0.6 million and ~~$1.9~~$0.5 million, respectively, restricted for other collateral accounts.

~~In addition, at January 28, 2018,~~At May 2, 2021 and November 1, 2020, restricted cash also included ~~$29.7~~$4.2 million deposited as collateral for issued letters of credit under an arrangement with PNC Bank, National Association (“PNC Bank”). The restriction on this deposit was removed on January 31, 2018, when the letters of credit were establishedand $8.2 million, respectively, restricted under the Company’s ~~new financing arrangement~~long-term accounts receivable securitization program (“DZ Financing Program”) with DZ Bank AG Deutsche ~~Zentral-Genossenschafsbank~~Zentral-Genossenschaftsbank (“DZ Bank”). ~~Changes in restricted cash collateral are classified as a financing activity, as~~At May 2, 2021, this cash ~~is directly related to~~was restricted as it supplemented collateral provided by accounts receivable towards the ~~financing activities~~Company’s aggregate borrowing base usage of $82.1 million, inclusive of $60.0 million outstanding and $22.1 million in issued letters of credit. At November 1, 2020, this ~~business.~~cash was restricted as it supplemented collateral provided by accounts receivable towards the Company’s aggregate borrowing base usage of $84.5 million, inclusive of $60.0 million outstanding and $24.5 million in issued letters of credit.

~~At January 28, 2018 and October 29, 2017, short-term~~Short-term investments were $3.4 million and ~~$3.5~~$2.9 million at May 2, 2021 and November 1, 2020, respectively. These short-term investments consisted primarily of the fair value of deferred compensation investments corresponding to employees’ selections, primarily in mutual funds, based on quoted prices in active markets.

NOTE 5:7: Fair Value Measurements

Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market to measure fair value, as described below:

a.Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities.

b.Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

c.Level 3 measurements include significant unobservable inputs.

The carrying amounts of the Company’s financial instruments, which include cash, cash equivalents, restricted cash, accounts receivable and accounts payable, approximated their fair values due to the short-term nature of these instruments.

The Company holds mutual funds to satisfy its obligations under its employee deferred compensation plan, which is carried at fair value based on quoted market prices in active markets for identical assets (Level 1). These short-term investments were $3.4 million and $2.9 million at May 2, 2021 and November 1, 2020, respectively. The carrying amounts of long-term debt recorded in the Company’s Condensed Consolidated Balance Sheets was $59.2 million at May 2, 2021 and November 1, 2020. This amount was net of deferred financing fees and approximated its fair value, which is determinable based on the interest rates the Company believes it could obtain for borrowings with similar terms (Level 2).

Certain assets, such as goodwill, are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Upon a triggering event or evidence of impairment, the Company determines the fair value of these assets using Level 3 inputs, typically within a discounted cash flow model.

There have been no changes in the methodology used to measure fair value of the financial instruments as well as any transfer of Level 3 assets or liabilities during the three and six months ended May 2, 2021.

NOTE 8: 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 (“U.S.”) and certain ~~non-United States~~non-U.S. 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”)~~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. The income tax ~~benefit~~provision in the ~~first~~second quarter of fiscal ~~2018~~2021 and 2020 were $0.3 million and less than $0.1 million, respectively, primarily related to locations outside of ~~$1.4 million was primarily due to~~ the ~~reversal of reserves on uncertain tax provisions that expired during~~United States. For the ~~quarter. The~~first six months ended May 2, 2021 and May 3, 2020, the income tax provision ~~in the first quarter of fiscal 2017 of~~was $0.6 million ~~was~~and $0.2 million, respectively, primarily related to locations outside of the United States. 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 required that taxpayers with a fiscal year that begins before and ends after the effective date of a rate change calculate a blended tax rate based on the pro-rata number of days in the fiscal year before and after the effective date. As a result, for the fiscal year ending October 28, 2018, the Company’s statutory income tax rate will be approximately 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 reflectCompany has analyzed 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 will be offset by a corresponding change in valuation allowance. In connection with our initial analysis of the impact of the Tax Act, we have reduced our net deferred tax assets and corresponding valuation allowance by approximately $25.7 million for the first fiscal quarter ended January 28, 2018.

Within the Tax Act, the Transition Act imposes a tax (“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's provisional estimate has no impact on the income tax provision.

~~The Company will continue to analyze the effects of the Tax Act on its financial statements and operations. Any additional~~ impacts of the ~~Tax~~Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and has determined that it will ~~be recorded as they are identified during~~not have a material impact to the ~~measurement period in accordance with SAB 118.~~Company.

The Company’s primary sources of liquidity are cash flows from operations and proceeds from ~~our~~its 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~~$17.0 million. The Company generally targets minimum global liquidity to be approximately 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,~~March 27, 2020, the ~~Company entered into~~U.S. government enacted the CARES Act which, among other things, permits the deferral of the employer’s portion of social security tax payments between March 27, 2020 and December 31, 2020. As a ~~long-term $115.0~~result, as of May 2, 2021, $26.2 million ~~accounts receivable securitization program~~of employer payroll tax payments were deferred with ~~DZ Bank~~50% due by December 31, 2021 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.remaining 50% by December 31, 2022.

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

In July 2019, the Company amended and restated its long-term DZ Financing Program, which was originally executed on January 25, 2018. The restated agreement allows for the inclusion of certain accounts receivable from originators in the United Kingdom, which added an additional $5.0 - $7.0 million in borrowing availability. In June 2020, the Maximum Facility Amount, as defined in the DZ Financing Program, was reduced from $115.0 million to $100.0 million.

In December 2020, the Company amended the DZ Financing Program. The modifications to the agreement were to (1) extend the Amortization Date, as defined in the DZ Financing Program, from January 25, 2023 to January 25, 2024; (2) extend the Facility Maturity Date, as defined in the DZ Financing Program, from July 25, 2023 to July 25, 2024; (3) revise an existing covenant to maintain positive net income in any fiscal year ending after 2020 to any fiscal year ending after 2021; (4) replace the existing Tangible Net Worth (“TNW”) covenant requirement, as defined in the DZ Financing Program, to a minimum TNW of $20.0 million through the Company’s fiscal quarter ending on or about July 31, 2021 and $25.0 million in each quarter thereafter; and (5) revise the eligibility threshold for the receivables of a large North American Staffing customer from 5% of eligible receivables to 8%, which increased our overall availability under the Program by $1.0 - $3.0 million. All other terms and conditions of the DZ Financing Program remain substantially unchanged.

Loan advances may be made under the DZ Financing Program through January 25, ~~2020~~2024 and all loans will mature no later than July 25, ~~2020.~~2024. 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. ~~The size~~As of May 2, 2021, the ~~DZ Financing Program may be increased with~~letter of credit participation was $22.1 million inclusive of $20.9 million for the ~~approval of DZ Bank.~~Company’s casualty insurance program and $1.2 million for the security deposit required under certain real estate lease agreements.

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.~~covenants. 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~~the DZ Financing Program, including (1) a minimum ~~tangible net worth~~TNW, as defined under the DZ Financing Program, of ~~$40.0~~at least $20.0 million through the Company's fiscal quarter ending on or about July 31, 2021 and $25.0 million in each quarter thereafter; (2) positive net income in any fiscal year ~~2019,~~ending after 2021; (3) maximum debt to tangible net worth ratio of 3:11; and (4) a minimum of $15.0 million in liquid assets, as ~~defined.~~defined under the DZ Financing Program. At ~~January 28, 2018,~~May 2, 2021, the Company was in compliance with all debt covenants.

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

~~Until the termination date, the PNC Financing Program~~ At May 2, 2021, there 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 remain substantially unchanged, including interest rates.

The PNC Financing Program included a letter of credit sub-limit of $50.0 million and minimum borrowing requirements. As of January 28, 2018, the letter of credit participation was $28.3 million inclusive of $26.9 million for the Company’s casualty insurance program and $1.4 million for the security deposit required under the Orange facility lease agreement. The Company used $30.0$2.9 million of ~~funds available~~borrowing availability, as defined 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.~~Program.

At ~~January 28, 2018,~~May 2, 2021, the Company had outstanding borrowings under the DZ Financing Program of $80.0 million, which was reduced to $50.0 million in the beginning of February 2018, with a weighted average annual interest rate of 3.3% during the first quarter of fiscal 2018. As previously mentioned, $30.0 million was temporarily drawn to fully collateralize letters of credit with PNC Bank until the letters of credit were established at DZ Bank on January 31, 2018. At October 29, 2017, the Company had outstanding borrowings under the PNC Financing Program of $50.0$60.0 million, with a weighted average annual interest rate of ~~4.0% and 3.1%~~1.9% during both the ~~first~~second quarter of fiscal ~~2018~~2021 and ~~2017, respectively, which is inclusive~~for the first six months of ~~certain facility fees.~~fiscal 2021. At ~~January 28, 2018, there was $21.5 million of borrowing availability~~May 3, 2020, the Company had outstanding borrowings under the DZ Financing ~~Program.~~Program of $60.0 million, with a weighted average annual rate of 3.3% during the second quarter of fiscal 2020 and 3.2% during the first six months of fiscal 2020.

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


	May 2, 2021		November 1, 2020
Financing programs	$	60,000	$	60,000
Less:
Deferred financing fees	847		846
Total long-term debt, net	$	59,153	$	59,154

January 28, 2018 October 29, 2017
Financing programs (a) $ 80,000
$ 50,000
Less:
Current portion 30,000
50,000
Deferred financing fees 1,327
—
Total long-term debt, net $ 48,673
$ —

~~(a) Total Company debt under the financing programs was reduced to $50.0 million in the beginning of February 2018.~~

NOTE 7:10: Earnings (Loss) Per Share

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


	Three Months Ended				Six Months Ended
	May 2, 2021		May 3, 2020		May 2, 2021		May 3, 2020
Numerator
Net income (loss)	$	1,879	$	(5,425)	$	(567)	$	(16,233)

Denominator
Basic weighted average number of shares	21,793		21,416��		21,793		21,416
Diluted weighted average number of shares	22,588		21,416		21,793		21,416

Net income (loss) per share:
Basic	$	0.09	$	(0.25)	$	(0.03)	$	(0.76)
Diluted	$	0.08	$	(0.25)	$	(0.03)	$	(0.76)

The diluted earnings per share for the three months ended May 2, 2021 did not include the effect of potentially dilutive outstanding shares comprised of 212,170 RSUs (defined below), 331,944 stock options and 124,987 PSUs (defined below) because the effect would have been anti-dilutive. The diluted earnings per share for the six months ended May 2, 2021 did not include the effect of potentially dilutive outstanding shares comprised of 937,662 RSUs, 331,944 stock options and 194,417 PSUs because the effect would have been anti-dilutive.

The diluted earnings per share for the three and six months ended May 3, 2020 did not include the effect of potentially dilutive outstanding shares comprised of 653,210 RSUs, 401,053 stock options and 376,986 PSUs because the effect would have been anti-dilutive.

NOTE 11: Share-Based Compensation Plans

Three Months Ended
January 28, 2018 January 29, 2017
Numerator
Net loss $ (10,694 ) $ (4,577 )
Denominator
Basic weighted average number of shares 21,029
20,918
Diluted weighted average number of shares 21,029
20,918

Net loss per share:
Basic $ (0.51 ) $ (0.22 )
Diluted $ (0.51 ) $ (0.22 )

For the three and six months ended May 2, 2021, the Company recognized share-based compensation expense of $0.5 million and $0.7 million, respectively. For the three and six months ended May 3, 2020, the Company recognized share-based compensation expense of $0.2 million and $0.7 million, respectively. These expenses are included in Selling, administrative and other operating costs in the Company’s Condensed Consolidated Statements of Operations.

~~Options~~2021 Equity Incentive Plan

On April 20, 2021, the stockholders of the Company approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of (1) stock options, including incentive stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) performance awards, and (6) other awards valued in whole or in part by reference to ~~purchase 2,240,846 and 1,866,545~~or otherwise based on our common stock (as defined in the 2021 Plan, “other share-based awards”). Subject to adjustment as provided in the 2021 Plan, up to an aggregate of 3,700,000 shares of the Company’s common stock will be available for awards under the 2021 Plan, plus any shares granted under the Company’s 2019 and 2015 Equity Incentive Plans that become available for awards under such plans.

Fiscal 2020 Awards

During fiscal 2020, the Company granted restricted stock units (“RSUs”) to executive management and, due to limited share availability under its long-term incentive plan, issued deferred cash awards to certain employees including executive management. The RSUs and cash awards vest in equal annual tranches over three years, provided the employees remain employed with the Company on the applicable vesting date. The grant date fair value for the RSUs is measured using the closing stock price on the grant date and the total grant date fair value was $0.7 million. The deferred cash awards totaled $2.2 million. In addition, due to limited share availability, cash payments in the aggregate amount of $0.4 million were ~~outstanding~~made in lieu of equity awards to non-executive directors of the Company.

Fiscal 2019 Awards

During fiscal 2019, the Company granted performance stock units (“PSUs”) to executive management, RSUs to certain employees including executive management and its annual equity grant of RSUs to the Board of Directors.

The PSUs are eligible to vest in 3 equal tranches at ~~January 28, 2018~~the end of each performance period. Vesting of the PSUs is dependent on the achievement of the adjusted Earnings Before Interest, Taxes, Depreciation and ~~January 29, 2017,~~Amortization margin percentage goals based on adjusted revenues at the end of each fiscal year of the one-year, two-year and three-year performance periods and provided that the employees remain employed with the Company on the applicable vesting date. The payout percentages can range from 0% to 150%. The RSUs for the employees vest in equal annual tranches over three years, provided the employees remain employed with the Company on the applicable vesting date. The RSUs for the Board of Directors vested one year from the grant date provided that the director provides continued service through the vesting date. The grant date fair value for the PSUs and RSUs is measured using the closing stock price on the grant date. The PSUs and RSUs had a total grant date fair value of approximately $1.2 million and $2.1 million, respectively. ~~Additionally,~~

Summary of Equity and Liability Awards

The following tables summarize the activities related to the Company’s share-based equity and liability awards for the six months ended May 2, 2021:


Performance Share Units	Number of	Weighted Average
	Shares	Grant Date Fair Value
Outstanding at November 1, 2020	209,662	$3.91
Forfeited	(15,245)	$4.04
Outstanding at May 2, 2021	194,417	$3.90


Restricted Stock Units	Number of	Weighted Average
	Shares	Grant Date Fair Value
Outstanding at November 1, 2020	976,180	$2.08
Forfeited	(29,033)	$3.33
Vested	(9,485)	$4.10
Outstanding at May 2, 2021	937,662	$2.02


Stock Options	Number of Shares	Weighted Average Exercise Price	Weighted Average Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)

Outstanding at November 1, 2020	331,944	$5.73	6.22	$0

Outstanding and Exercisable at May 2, 2021	331,944	$5.73	5.72	$0

For the six months ended May 2, 2021, there ~~were 280,486 and 230,014 unvested restricted shares outstanding at January 28, 2018 and January 29, 2017, respectively. These~~was 0 exercise of stock options. As of May 2, 2021, total unrecognized compensation expense of $0.7 million related to PSUs, stock options and ~~restricted shares were not included~~RSUs will be recognized over the remaining weighted average vesting period of 1.6 years of which $0.3 million, $0.3 million and $0.1 million are expected to be recognized in fiscal 2021, 2022 and 2023 respectively.

NOTE 12: Restructuring and Severance Charges

The Company incurred total restructuring and severance costs of $0.6 million and $0.4 million in the ~~computation~~second quarter of ~~diluted loss per share in~~fiscal 2021 and 2020, respectively, and $1.2 million and $1.7 million for the six months ended May 2, 2021 and May 3, 2020, respectively.

2020 Restructuring Plan

In the first quarter of fiscal ~~2018 and 2017 because~~2020, the ~~effect~~Company approved a restructuring plan (the “2020 Plan”) as part of ~~their inclusion would have been anti-dilutive as a result~~its strategic initiative to optimize the Company��s cost infrastructure. The 2020 Plan leveraged the global capabilities of the ~~Company’s net loss position~~Company's staffing operations based in ~~those periods.~~Bangalore, India and off-shored a significant number of strategically identified roles to this location. The total costs incurred in connection with the 2020 Plan were $1.2 million, consisting of $0.1 million in North American Staffing, $0.1 million in International Staffing and $1.0 million in the Corporate and Other category.

Other Restructuring Costs

As part of its continued efforts to reduce costs, the Company recorded other restructuring costs. In the second quarter of fiscal 2021, the Company recorded severance costs of $0.1 million primarily resulting from the elimination of certain positions and $0.5 million related to ongoing costs of facilities impaired in the second half of fiscal 2020. In the second quarter of fiscal 2020, the Company recorded severance costs of $0.4 million primarily resulting from the elimination of certain positions.

Accrued restructuring and severance costs are included in Accrued compensation and Accrued insurance and other in the Condensed Consolidated Balance Sheets. Activity for the first six months of fiscal 2021 is summarized as follows (in thousands):


	May 2, 2021
Balance, beginning of year	$	212
Charged to expense	1,227
Cash payments	(1,219)
Ending Balance	$	220

The remaining balance as of May 2, 2021 was $0.2 million, primarily related to other restructuring costs in the Corporate and Other category.

NOTE 8:13: Commitments and Contingencies

~~(a)~~ Legal Proceedings

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

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

~~(b) Other Matters~~

NOTE 14: Related Party Transactions

~~As previously disclosed~~

For the six months ended May 2, 2021 and May 3, 2020, the Company provided staffing services in the ~~Annual Report on Form 10-K for the year ended October 29, 2017, certain qualification failures related~~aggregate amount of $91,000 and $86,000, respectively, to ~~nondiscrimination testing for the Company’s 401(k) plans consisting~~a company where Volt’s Chairman 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 currently estimates that it will need to contribute approximately $0.9 million to the plans to correct the failures. The Company does not expect to contribute any amounts to the plans to correct the failures until the Company has obtained the approval of the Internal Revenue Service regarding the method for curing the failures and the amount of the contribution.Board, William J. Grubbs, serves as President.

NOTE 9:15: Segment Data

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

, aligning with the way the Company evaluates its business performance and manages its operations. Our current reportable segments are (i) North American Staffing, ~~and~~ (ii) International ~~Staffing.~~Staffing and (iii) North American MSP. The non-reportable businesses are combined and disclosed with corporate services under the category Corporate and Other.

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 business in the first quarter 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.~~costs, and impairment charges. 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 May 2, 2021
	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Net revenue	$	222,092	$	184,295	$	27,880	$	9,832	$	117	$	(32)
Cost of services	185,613		154,871		22,688		8,018		68		(32)
Gross margin	36,479		29,424		5,192		1,814		49		0

Selling, administrative and other operating costs	32,950		19,870		4,086		1,497		7,497		0
Restructuring and severance costs	595		83		9		8		495		0
Impairment charges	261		0		0		0		261		0
Operating income (loss)	2,673		9,471		1,097		309		(8,204)		0
Other income (expense), net	(506)
Income tax provision	288
Net income	$	1,879


	Three Months Ended May 3, 2020
	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Net revenue	$	207,275	$	173,386	$	24,303	$	9,745	$	187	$	(346)
Cost of services	175,038		147,423		20,282		7,582		97		(346)
Gross margin	32,237		25,963		4,021		2,163		90		0

Selling, administrative and other operating costs	36,189		23,043		3,714		1,672		7,760		0
Restructuring and severance costs	411		344		111		0		(44)		0

Operating income (loss)	(4,363)		2,576		196		491		(7,626)		0
Other income (expense), net	(1,039)
Income tax provision	23
Net loss	$	(5,425)


	Three Months Ended January 28, 2018																Six Months Ended May 2, 2021
	Total			North American Staffing			International Staffing			Corporate and Other (1)			Eliminations (2)				Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Net revenue	$	253,338		$	206,235		$	29,579		$	18,727		$	(1,203	)	Net revenue	$	440,050	$	368,511	$	51,893	$	19,501	$	236	$	(91)
Cost of services	217,329			178,358			25,077			15,097			(1,203		)	Cost of services	370,889		312,507		42,539		15,802		132		(91)
Gross margin	36,009			27,877			4,502			3,630			—			Gross margin	69,161		56,004		9,354		3,699		104		0

Selling, administrative and other operating costs	46,938			28,498			4,372			14,068			—			Selling, administrative and other operating costs	66,697		40,516		7,874		2,850		15,457		0
Restructuring and severance costs	518			5			228			285			—			Restructuring and severance costs	1,227		(158)		1		8		1,376		0
Operating loss	(11,447		)	(626		)	(98		)	(10,723		)	—
Impairment charges																Impairment charges	292		0		0		0		292		0
Operating income (loss)																Operating income (loss)	945		15,646		1,479		841		(17,021)		0
Other income (expense), net	(607		)													Other income (expense), net	(897)
Income tax benefit	(1,360		)
Income tax provision																Income tax provision	615
Net loss	$	(10,694	)													Net loss	$	(567)


	Six Months Ended May 3, 2020
	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Net revenue	$	425,041	$	355,781	$	50,526	$	19,114	$	390	$	(770)
Cost of services	361,377		304,817		42,312		14,837		181		(770)
Gross margin	63,664		50,964		8,214		4,277		209		0

Selling, administrative and other operating costs	75,686		47,852		7,533		3,032		17,269		0
Restructuring and severance costs	1,657		426		111		0		1,120		0
Impairment charge	11		11		0		0		0		0
Operating income (loss)	(13,690)		2,675		570		1,245		(18,180)		0
Other income (expense), net	(2,325)
Income tax provision	218
Net loss	$	(16,233)

Three Months Ended January 29, 2017
Total North American Staffing International Staffing Corporate and Other (1) Eliminations (2)
Net revenue $ 313,024
$ 231,865
$ 30,350
$ 51,967
$ (1,158 )
Cost of services 266,134
198,842
25,657
42,793
(1,158 )
Gross margin 46,890
33,023
4,693
9,174
—

Selling, administrative and other operating costs 48,890
30,099
4,041
14,750
—
Restructuring and severance costs 624
96
10
518
—
Operating income (loss) (2,624 ) 2,828
642
(6,094 ) —
Other income (expense), net (1,330 )
Income tax provision 623

Net loss $ (4,577 )

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

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

~~NOTE 10: Subsequent Events~~

On January 31, 2018, the restriction on the $29.7 million deposit that collateralized the letters of credit at PNC Bank was removed when new letters of credit were established under the Company’s new financing arrangement with DZ Bank. Subsequently, in the beginning of February 2018, the Company paid down $30.0 million of its debt with DZ Bank, reducing the Company's outstanding debt to $50.0 million.

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

Management’s discussion and analysis (“MD&A”) of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes to enhance the understanding of our results of operations, financial condition and cash flows. This MD&A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions (such as those relating to future business, future results of operations or financial condition, including with respect to the anticipated effects of COVID-19 and related government actions). You can identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. This MD&A should be read in conjunction with the MD&A included in our Form 10-K for the fiscal year ended ~~October 29, 2017,~~November 1, 2020, as filed with the SEC on January ~~12, 2018~~14, 2021 (the ~~“2017~~“2020 Form 10-K”). References in this document to “Volt,” “Company,” “we,” “us” and “our” mean Volt Information Sciences, Inc. and our consolidated subsidiaries, unless the context requires otherwise. The statements below should also be read in conjunction with the description of the risks and uncertainties set forth from time to time in our reports and other filings made with the SEC, including under Part I, “Item 1A. Risk Factors” of the ~~2017~~2020 Form ~~10-K.~~10-K and Part II, “Item 1A. Risk Factors” of this report. We do not intend, and undertake no obligation except as required by law, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Note Regarding the Use of Non-GAAP Financial Measures

We have provided certain Non-GAAP financial information, which includes adjustments for special items and certain line items on a constant currency basis, as additional information for segment revenue, our consolidated net income (loss) and segment operating income (loss). These measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles (“GAAP”) and may be different from Non-GAAP measures reported by other companies. ~~We believe that the presentation of~~Our Non-GAAP measures are generally presented on a constant currency basis, and ~~eliminating~~exclude (i) the impact of businesses sold or exited, (ii) the impact from the migration of certain clients from a traditional staffing model to a managed service model (“MSP transitions”) as we believe that the difference in revenue recognition accounting under each model of the MSP transitions could be misleading on a comparative period basis and (iii) the elimination of special items. Special items generally include impairments, restructuring and severance costs, as well as certain income or expenses which the Company does not consider indicative of the current and future period performance. We believe that the use of Non-GAAP measures provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations because they permit evaluation of the results of ~~our~~ operations without the effect of currency fluctuations or special items that management believes make it more difficult to understand and evaluate our results of operations.

~~Special items generally include impairments, restructuring~~Segments

Our reportable segments are (i) North American Staffing, (ii) International Staffing and ~~severance costs,~~(iii) North American MSP. All other business activities that do not meet the criteria to be reportable segments are aggregated with corporate services under the category Corporate and Other. Our reportable segments have been determined in accordance with our internal management structure, which is based on operating activities. We evaluate business performance based upon several metrics, primarily using revenue and segment operating income as ~~well as certain~~the primary financial measures. We believe segment operating income ~~or expenses~~provides management and investors a measure to analyze operating performance of each business segment against historical and competitors’ data, although historical results, including operating income, may not be indicative of future results as operating income is highly contingent on many factors including the state of the economy, competitive conditions and customer preferences.

We allocate all support-related costs to the operating segments except for costs not directly relating to our ~~current or future period performance. In addition,~~operating activities such as ~~a result of our Company’s strategic reorganization, which included changes~~corporate-wide general and administrative costs. These costs are not allocated to executive management and the Board of Directors, as well as the ongoing execution of new strategic initiatives, certain charges were identified as “special items” which were not historically common operational expenditures for us. Such charges included professional search fees, certain board compensation and other professional service fees. Whileindividual operating segments because we believe that doing so would not enhance the ~~inclusion~~understanding of ~~these charges as special items is useful in the evaluation of our results compared~~segment operating performance and such costs are not used by management to ~~prior periods, we do not anticipate that these items will be included in our Non-GAAP measures in the future.~~measure segment performance.

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

~~Our current reportable segments are (i) North American Staffing and (ii) International Staffing. The non-reportable businesses are combined and disclosed~~(“ASC 280”), aligning with ~~corporate services under~~ the ~~category Corporate and Other.~~

The Company sold the quality assurance business from within the Technology Outsourcing Services and Solutions segment on October 27, 2017 leaving the Company's call center services as the remaining activity within that segment. The Company renamed the operating segment Volt Customer Care Solutions and its results are now reported as part of the Corporate and Other category, as it does not meet the criteria for a reportable segment under ASC 280, ~~Segment Reporting. To provide period over period comparability,~~way the Company ~~has recast the prior period Technology Outsourcing Services~~evaluates its business performance 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 business in the first quarter of fiscal 2017.manages its operations.

We are a global provider of staffing services (traditional time and materials-based as well as project-based). Our staffing services consist of workforce solutions that include providing contingent workers, personnel recruitment services and managed staffing services programs supporting primarily administrative and light industrial ~~(“commercial”)~~(commercial) as well as technical, information technology and engineering ~~(“professional”)~~(professional) positions. Our managed service programs (“MSP”) involves managing the procurement and on-boarding of contingent workers from multiple providers. ~~Our customer care solutions specializes~~

We operate in ~~serving as an extension~~approximately 60 of our ~~customers' consumer relationships~~own locations and ~~processes including collaborating with customers, from help desk inquiries to advanced technical support. We also provided quality assurance services through the date of sale of this business~~have an on-site presence in October 2017. In addition, through the date of the sale of Maintech, Incorporated (“Maintech”) in March 2017, we provided information technology infrastructure services. Our information technology infrastructure services provided server, storage, network and desktop IT hardware maintenance, data center and network monitoring and operations.

As of January 28, 2018, we employed approximately 19,800 people, including 18,400 contingent workers. Contingent workers are on our payroll for the length of their assignment. We operate from 100 locations worldwide with approximately 87%over 50 customer locations. Approximately 88% of our ~~revenues~~revenue is generated in the United States. Our principal international markets include Europe, ~~Canada~~Asia Pacific and ~~several Asia Pacific~~Canada locations. The industry is highly fragmented and very competitive in all of the markets we serve.

Employees and Human Capital Resource Management

Volt operates on the fundamental philosophy that people are our most valuable asset as every person who works for us has the potential to impact our success as well as the success of our clients. As a staffing company, identifying quality talent is at the core of everything we do and our success is dependent upon our ability to attract, develop and retain highly qualified employees, both in-house and for our clients. The Company’s core values of integrity, customer centric, ownership, innovation, empowerment, collaborative change and teamwork establish the foundation on which the culture is built and represent the key expectations we have of our employees. We believe our culture and commitment to our employees attract and retain our qualified talent, while simultaneously providing significant value to our Company and its shareholders.

As of May 2, 2021, we employed approximately 14,200 people, including 13,100 who were on contingent staffing assignments with our clients, and the remainder as full-time in-house employees. Approximately 70% of the full-time in-house employees are located in North America and the remaining are within Asia Pacific and Europe. The workers on contingent staffing assignments are on our payroll for the length of their assignment with the client.

Diversity and Inclusion

Volt values building diverse teams, embracing different perspectives and fostering an inclusive, empowering work environment for our employees and clients. We have a long-standing commitment to equal employment opportunity as evidenced by the Company’s EEO policy. Of our North American in-house employee population, approximately 70% are women and approximately 40% have self-identified as Hispanic or Latino, Native American, Pacific Islander, Asian, Black or African American, or of two or more races. As part of Volt’s commitment to continued enhancements in this area, we launched our Expert Momentum Diversity and Inclusion Program. This program involved the creation of a task force made up of a group of employees from across the organization. The program has established initiatives to strengthen the promotion of workplace diversity for our employees and clients, to create a collaborative environment that promotes authenticity and a culture that celebrates our differences, and embraces a collaborative environment with unique experiences and diverse perspectives. The program’s task force will enhance company-wide engagement on diversity and inclusion, provide education opportunities for our employees, help identify areas for improvement and monitor progress in achieving these initiatives.

Compensation and Benefits

Critical to our success is identifying, recruiting, retaining, and incentivizing our existing and future employees. We strive to attract and retain the most talented employees in the staffing industry by offering competitive compensation and benefits. Our pay-for-performance compensation philosophy is based on rewarding each employee’s individual contributions and striving to achieve equal pay for equal work regardless of gender, race or ethnicity. We use a combination of fixed and variable pay including base salary, bonus, commissions and merit increases which vary across the business. In addition as part of our long-term incentive plan for executives and certain employees, we provide share-based compensation to foster our pay-for-performance culture and to attract, retain and motivate our key leaders.

As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their physical, financial and emotional well-being. We provide our employees with access to flexible and convenient medical programs intended to meet their needs and the needs of their families. In addition to standard medical coverage, we offer eligible employees dental and vision coverage, health savings and flexible spending accounts, paid time off, employee assistance programs, voluntary short-term and long-term disability insurance and term life insurance. Additionally, we offer a 401(k) Savings Plan and Deferred Compensation Plan to certain employees. Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.

In response to the COVID-19 pandemic, government legislation and key authorities, we implemented changes that we determined were in the best interest of our employees, as well as the communities in which we operate. This included having the majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work. We continue to embrace a flexible working arrangement for a majority of our in-house employees, as well as a portion of our contingent workforce where we continue to provide key services to customers remotely.

Commitment to Values and Ethics

Along with our core values, we act in accordance with our Code of Business Conduct and Ethics (“Code of Conduct”), which sets forth expectations and guidance for employees to make appropriate decisions. Our Code of Conduct covers topics such as anti-corruption, discrimination, harassment, privacy, appropriate use of company assets, protecting confidential information, and reporting Code of Conduct violations. The Code of Conduct reflects our commitment to operating in a fair, honest, responsible and ethical manner and also provides direction for reporting complaints in the event of alleged violations of our policies (including through an anonymous hotline). Our executive officers and supervisors maintain “open door” policies and any form of retaliation is strictly prohibited.

Professional Development and Training

We believe a key factor in employee retention is training and professional development for our talent. We have training programs across all levels of the Company to meet the needs of various roles, specialized skill sets and departments across the Company. All field associates receive Volt’s General Safety Orientation prior to assignment and site-specific job task training from our clients. Volt offers the Federal Ten Hour and other specialty safety programs to key employees and clients as a value-add feature of our services. Volt is committed to the security and confidentiality of our employees’ personal information and employs software tools and periodic employee training programs to promote security and information protection at all levels. Additionally, in the second quarter of fiscal 2021, we invested in an online educational platform to upskill our field associates across North America. This platform provides significant benefit and support to our employees in furthering their education and achieving their personal and professional goals, while at the same time cultivating a better-skilled pool of talent for our clients.

We utilize certain employee turnover rates and productivity metrics in assessing our employee programs to ensure that they are structured to instill high levels of in-house employee tenure, low levels of voluntary turnover and the optimization of productivity and performance across our entire workforce. Additionally, we have implemented a new performance evaluation program which adopts a modern approach to valuing and strengthening individual performance through on-going interactive progress assessments related to established goals and objectives.

Communication and Engagement

We strongly believe that Volt’s success depends on employees understanding how their work contributes to the Company’s overall strategy. To this end, we communicate with our workforce through a variety of channels and encourage open and direct communication, including: (i) quarterly company-wide CEO update calls; (ii) regular company-wide calls with executives; (iii) frequent Corporate email communications and (iv) employee engagement surveys.

COVID-19 and Our Response

The global spread of COVID-19, which was declared a global pandemic by the World Health Organization (“WHO”) on March 11, 2020, created significant volatility, uncertainty and global macroeconomic disruption. Our business experienced significant changes in revenue trends at the mid-point of our second quarter of fiscal 2020 as market conditions rapidly deteriorated and continued to decline through the beginning of our third quarter of fiscal 2020. Beginning in the second half of fiscal 2020 however, revenue increased sequentially as a result of a combination of existing customers returning to work, expanding business with existing customers and winning new customers.

Beginning in mid-March 2020, a number of countries and U.S. federal, state and local governments issued varying levels of stay-at-home orders requiring persons who were not engaged in essential activities and businesses as defined in those specific orders to remain at home or requiring reduced operations and capacity to comply with social distancing. Our first priority, with regard to the COVID-19 pandemic, was to ensure the health and safety of our employees, clients, suppliers and others with whom we partner in our business activities to continue our business operations in this unprecedented business environment. Our business was largely converted to a remote in-house workforce and remained open as we provided key services to essential businesses, both remotely and onsite at our customers’ locations.

We continue to operate on a hybrid-model with certain locations fully staffed and others opening on a limited voluntary basis. Our COVID-19 Incident Response Team, comprised of key senior leaders in the organization, continues to monitor the most up-to-date developments and safety standard from the Centers for Disease Control and Prevention, WHO, Occupational Safety and Health Administration and other key authorities to determine an appropriate response for our employees and clients. While this team is

currently monitoring COVID-19 developments globally, we remain focused on the regulations and vaccine requirements in the U.S. to ensure we are complying with all relevant regulations.

While our global business environment is and will continue to operate in various stages of economic turbulence, we are encouraged by the increase in order activity and demand throughout the Company, including the efficacy and availability of vaccines and the positive impacts of customers reopening previously shut down site operations or increasing capacity.

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

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

Our fiscal 2021 annual test performed in the second quarter used significant assumptions, including expected revenue and expense growth rates, forecasted capital expenditures, working capital levels and a discount rate of 13.0%. Under the market-based approach, significant assumptions included relevant comparable company earnings multiples including the determination of whether a premium or discount should be applied to those comparables. It was determined that the fair value of the reporting unit exceeded its carrying value, therefore no adjustment to the carrying value of goodwill of $5.8 million was required as of the end of the second quarter of fiscal 2021.

Long-lived assets primarily consist of right-of-use assets, capitalized software costs, leasehold improvements and office equipment. We review these assets for impairment under Accounting Standards Codification 360 Property, Plant and Equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors that could trigger an impairment review include a current period operating or cash flow loss combined with a history of operating or cash flow losses and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. If circumstances require a long-lived asset or asset group be reviewed for possible impairment, the Company first compares undiscounted cash flows expected to be generated by each asset or asset group to its carrying value. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value based on discounted cash flow analysis or other valuation techniques. In the second quarter of fiscal 2021, we recorded an impairment charge of $0.3 million of capitalized software costs related to a change in the expected use of certain assets.

Due to the economic impact and continued uncertainty related to the COVID-19 pandemic, we continue to assess our real estate footprint to evaluate potential opportunities for consolidation and downscaling. During the second half of fiscal 2020, the Company made decisions that impacted several leased office locations throughout North America, triggering impairment reviews which resulted in impairment charges of $16.1 million to reduce the carrying value of these assets to their estimated fair value.

On January 31, 2018, the restriction on the $29.7 million deposit that collateralized the letters of credit at PNC Bank, National Association (“PNC Bank”) was removed when new letters of credit were established under our new financing arrangement with DZ Bank AG Deutsche Zentral-Genossenschafsbank (“DZ Bank”). Subsequently in the beginning of February 2018, we paid down $30.0 million of our debt with DZ Bank, reducing our total debt outstanding to $50.0 million.None

On February 15, 2018, we filed a Form 8-K disclosing the hiring of staffing industry veteran Linda Perneau to serve as President of Volt Workforce Solutions, our North American staffing business, effective May 26, 2018. Until she is permitted to assume her new role on such date, Ms. Perneau will serve as an executive advisor to our international business.

Consolidated Results by Segment


	Three Months Ended May 3, 2020
(in thousands)	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Net revenue	$	207,275	$	173,386	$	24,303	$	9,745	$	187	$	(346)
Cost of services	175,038		147,423		20,282		7,582		97		(346)
Gross margin	32,237		25,963		4,021		2,163		90		—

Selling, administrative and other operating costs	36,189		23,043		3,714		1,672		7,760		—
Restructuring and severance costs	411		344		111		—		(44)		—

Operating income (loss)	(4,363)		2,576		196		491		(7,626)		—
Other income (expense), net	(1,039)
Income tax provision	23
Net loss	$	(5,425)

Three Months Ended January 29, 2017
(in thousands) Total North American Staffing International Staffing Corporate and Other (1) Eliminations (2)
Net revenue $ 313,024
$ 231,865
$ 30,350
$ 51,967
$ (1,158 )
Cost of services 266,134
198,842
25,657
42,793
(1,158 )
Gross margin 46,890
33,023
4,693
9,174
—

Selling, administrative and other operating costs 48,890
30,099
4,041
14,750
—
Restructuring and severance costs 624
96
10
518
—
Operating income (loss) (2,624 ) 2,828
642
(6,094 ) —
Other income (expense), net (1,330 )
Income tax provision 623

Net loss $ (4,577 )

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

Results of Operations ~~by Segment (Q1 2018~~Consolidated (Q2 2021 vs. ~~Q1 2017)~~Q2 2020)

Net revenue in the ~~first~~second quarter of fiscal ~~2018 decreased $59.7~~2021 increased $14.8 million, ~~or 19.1%,~~ to ~~$253.3~~$222.1 million from ~~$313.0~~$207.3 million in the ~~first~~second quarter of fiscal ~~2017.~~2020. The net revenue ~~decline~~increase was ~~driven by decreases from~~primarily due to an increase in our North American Staffing segment, net of eliminations, of $11.2 million and an increase in our International Staffing segment of $3.6 million. Excluding the ~~sale~~positive impact of ~~Maintech and the quality assurance businesses~~foreign currency fluctuations of ~~$32.0~~$2.4 million, ~~which are included~~net revenue increased $12.4 million, or 5.9%.

Operating results in the ~~Corporate and Other category in the first~~second quarter of fiscal ~~2017, as well as decreases~~2021 improved $7.1 million, to operating income of $2.7 million from an operating loss of $4.4 million in the second quarter of fiscal 2020. Excluding the restructuring and severance costs and impairment charges, operating loss decreased $7.5 million to operating income of $3.5 million. This increase in operating results of $7.5 million was primarily the result of improvements in our North American Staffing segment of ~~$25.7~~$6.6 million and our International Staffing segment of $0.8 million.

Results of Operations by Segment (Q2 2021 vs. Q2 2020)

The North American Staffing segment revenue ~~declined $25.7~~in the second quarter of fiscal 2021 increased $10.9 million, ~~driven by lower demand~~or 6.3%, to $184.3 million from ~~customers~~$173.4 million in ~~both our professional and commercial job families as well as a significant change~~the second quarter of fiscal 2020. The increase is attributable to new business wins in a ~~transportation manufacturing client’s contingent labor strategy in~~combination of retail and mid-market clients, combined with the ~~latter part~~expansion of business within existing clients. In addition, revenue was negatively impacted at the mid-point of our second quarter of fiscal ~~2017.~~ 2020 with the outbreak of COVID-19.

The segment’s revenue was also impacted by other customers experiencing decreased demand for their services and changes in their staffing models, offsetting revenue growth from new and existing customers.

International Staffing segment revenue in the second quarter of fiscal 2021 increased $3.6 million, or 14.7%, to $27.9 million from $24.3 million in the second quarter of fiscal 2020, primarily due to increase managed service business and direct hire revenue in

the United Kingdom and increased staffing revenue in France, partially offset by lower staffing revenue in the United Kingdom. Excluding the positive impact of foreign exchange rate fluctuations of $2.4 million, revenue increased $1.2 million, or 4.3%.

The North American MSP segment revenue in the second quarter of fiscal 2021 increased $0.1 million, or 0.9%, to $9.8 million from $9.7 million in the second quarter of fiscal 2020. The increase is primarily attributable to increased demand in its payroll service business partially offset by declines in managed service business.

Cost of Services and Gross Margin

Cost of services in the second quarter of fiscal 2021 increased $10.6 million, or 6.0%, to $185.6 million from $175.0 million in the second quarter of fiscal 2020. This increase is primarily due to a $7.4 million increase in the North American Staffing segment related to the 6.3% increase in revenue partially offset by a $1.3 million benefit from government wage subsidies. In addition, our International Staffing segment increased $2.4 million related to the 14.7% increase in revenue.

Gross margin as a percent of revenue in the second quarter of fiscal 2021 increased to 16.4% from 15.6% in the second quarter of fiscal 2020. Our North American Staffing segment margin as a percent of revenue increased primarily due to lower employee-related costs and a mix of higher margin business. Our International Staffing segment margin as a percent of revenue primarily increased due to higher margin business in the United Kingdom. Our North American MSP segment margin as a percent of revenue decreased ~~$0.8~~primarily due to an increase in lower-margin payroll service business. Government wage subsidies accounted for 60 basis points of the increase in the second quarter of fiscal 2021.

Selling, Administrative and Other Operating Costs

Selling, administrative and other operating costs in the second quarter of fiscal 2021 decreased $3.2 million, or 9.0%, to $33.0 million from $36.2 million in the second quarter of fiscal 2020. The decrease was primarily due to certain cost reductions, including $3.3 million in labor and related costs due to lower headcount, a government wage subsidy in the current quarter and higher medical claims in the prior year as well as $1.3 million in lower facility related costs due to consolidating our real estate footprint and $0.5 million in lower consulting fees. These decreases were partially offset by $2.0 million increase in incentives on the higher sales volume. As a percent of revenue, selling, administrative and other operating costs were 14.8% and 17.5% in the second quarter of fiscal 2021 and 2020, respectively.

Restructuring and Severance Costs

Restructuring and severance costs in the second quarter of fiscal 2021 increased $0.2 million, to $0.6 million from $0.4 million in the second quarter of fiscal 2020. Restructuring and severance costs in the second quarter of fiscal 2021 primarily included $0.1 million of severance costs resulting from the elimination of certain positions as part of our continued efforts to reduce costs and $0.5 million related to the ongoing costs of facilities impaired in the second half of fiscal 2020. The restructuring and severance costs in the second quarter of fiscal 2020 were primarily due to actions taken by the Company as part of its continued efforts to reduce costs and achieve operational efficiency.

In the second quarter of fiscal 2021, we recorded an impairment charge of $0.3 million of capitalized software costs.

Other Income (Expense), net

Other expense in the second quarter of fiscal 2021 decreased $0.5 million, to $0.5 million from $1.0 million in the second quarter of fiscal 2020 due to a decrease in non-cash foreign exchange losses primarily on intercompany balances and lower interest expense due to lower rates.

Income Tax Provision

The income tax provisions of $0.3 million and less than $0.1 million in the second quarter of fiscal 2021 and 2020, respectively, were primarily related to locations outside of the United States.

Consolidated Results by Segment


	Six Months Ended May 2, 2021
(in thousands)	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Net revenue	$	440,050	$	368,511	$	51,893	$	19,501	$	236	$	(91)
Cost of services	370,889		312,507		42,539		15,802		132		(91)
Gross margin	69,161		56,004		9,354		3,699		104		—

Selling, administrative and other operating costs	66,697		40,516		7,874		2,850		15,457		—
Restructuring and severance costs	1,227		(158)		1		8		1,376		—
Impairment charges	292		—		—		—		292		—
Operating income (loss)	945		15,646		1,479		841		(17,021)		—
Other income (expense), net	(897)
Income tax provision	615
Net loss	$	(567)


	Six Months Ended May 3, 2020
(in thousands)	Total		North American Staffing		International Staffing		North American MSP		Corporate and Other		Eliminations
Net revenue	$	425,041	$	355,781	$	50,526	$	19,114	$	390	$	(770)
Cost of services	361,377		304,817		42,312		14,837		181		(770)
Gross margin	63,664		50,964		8,214		4,277		209		—

Selling, administrative and other operating costs	75,686		47,852		7,533		3,032		17,269		—
Restructuring and severance costs	1,657		426		111		—		1,120		—
Impairment charges	11		11		—		—		—		—
Operating income (loss)	(13,690)		2,675		570		1,245		(18,180)		—
Other income (expense), net	(2,325)
Income tax provision	218
Net loss	$	(16,233)

Results of Operations Consolidated (Q2 2021 YTD vs. Q2 2020 YTD)

Net revenue in the first six months of fiscal 2021 increased $15.1 million, to $440.1 million from $425.0 million in the first ~~quarter~~six months of fiscal ~~2018~~2020. The net revenue increase was primarily due to increases in our North American Staffing segment, net of eliminations, of $13.4 million, International Staffing segment of $1.4 million and ~~excluding~~North American MSP segment of $0.4 million. Excluding $2.0 million related to MSP transitions and the positive impact of foreign currency fluctuations of $3.8 million, net revenue increased $13.2 million, or 3.1%.

Operating results in the first six months of fiscal 2021 improved $14.6 million, to operating income of $0.9 million from an operating loss of $13.7 million in the first six months of fiscal 2020. Excluding the restructuring and severance costs and impairment charges, operating loss decreased $14.5 million to operating income of $2.5 million. This decrease in operating loss of $14.5 million was primarily the result of improvements in our North American Staffing segment of $12.4 million and our International Staffing segment of $0.8 million partially offset by a $0.4 million decrease in the North American MSP segment. In addition, the Corporate and Other category improved $1.7 million primarily as a result of reductions in corporate support costs.

Results of Operations by Segment (Q2 2021 YTD vs. Q2 2020 YTD)

The North American Staffing segment revenue in the first six months of fiscal 2021 increased $12.7 million, or 3.6%, to $368.5 million from $355.8 million in the first six months of fiscal 2020. Excluding $2.1 million in revenue from MSP transitions, adjusted revenue increased $14.8 million, or 4.2%. The increase is attributable to new business wins in a combination of retail and mid-market clients, combined with the expansion of business within existing clients. In addition, revenue was negatively impacted with the outbreak of COVID-19 in the last month of the prior year period.

The International Staffing segment revenue in the first six months of fiscal 2021 increased $1.4 million, or 2.7%, to $51.9 million from $50.5 million in the first six months of fiscal 2020, primarily due to the positive impact of foreign exchange rate fluctuations as well as increases in managed service business and direct hire revenue. In addition, staffing business in France and Singapore increased partially offset by decreases in United Kingdom and Belgium. Excluding the impact of foreign exchange rate fluctuations of $3.8 million, revenue ~~declined $3.2~~decreased $2.4 million, ~~on a constant currency basis. The decline was primarily due to lower demand in the United Kingdom offset by strong growth in Belgium and Singapore.~~or 4.5%.



New York			13-5658129
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
~~1133 Avenue of Americas, New York, New York~~2401 N. Glassell Street, Orange, California			~~10036~~92865
(Address of principal executive offices)			(Zip Code)


								Six Months Ended
	Three Months Ended							May 2, 2021		May 3, 2020
	January 28, 2018			January 29, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:							CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:
Net loss	$	(10,694	)	$	(4,577	)	Net loss	$	(567)	$	(16,233)
Adjustment to reconcile net loss to cash provided by operating activities:
Adjustment to reconcile net loss to cash (used in) provided by operating activities:							Adjustment to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization	1,852			1,379			Depreciation and amortization	3,656		4,000
Provision (release) of doubtful accounts and sales allowances	(102		)	54
Unrealized foreign currency exchange loss (gain)	371			(138		)
Amortization of gain on sale leaseback of property	(486		)	(486		)
Non-cash operating lease expense							Non-cash operating lease expense	4,521		4,043
Release of doubtful accounts and sales allowances							Release of doubtful accounts and sales allowances	(9)		(7)
Unrealized foreign currency exchange loss							Unrealized foreign currency exchange loss	511		293
Impairment charges							Impairment charges	292		11
Gain on dispositions of property, equipment and software	(1		)	—			Gain on dispositions of property, equipment and software	0		(287)
Share-based compensation expense	435			615
Share-based compensation							Share-based compensation	757		1,019
Change in operating assets and liabilities:							Change in operating assets and liabilities:
Trade accounts receivable	23,544			21,616			Trade accounts receivable	(5,479)		19,407
Restricted cash	4,926			1,673
Other assets	3,038			770			Other assets	(431)		(283)
Net assets held for sale	—			(1,249		)
Accounts payable	(7,925		)	(3,768		)	Accounts payable	(6,439)		(6,611)
Accrued expenses and other liabilities	2,413			621			Accrued expenses and other liabilities	5,432		(2,531)
Income taxes	584			363			Income taxes	(432)		89
Net cash provided by operating activities	17,955			16,873			Net cash provided by operating activities	1,812		2,910
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:							CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:
Sales of investments	310			361			Sales of investments	207		547
Purchases of investments	(219		)	(153		)	Purchases of investments	(263)		(284)
Proceeds from sale of property, equipment, and software	1			79
Purchases of property, equipment, and software	(345		)	(4,373		)
Proceeds from sale of property, equipment and software							Proceeds from sale of property, equipment and software	16		352
Purchases of property, equipment and software							Purchases of property, equipment and software	(1,755)		(3,092)
Net cash used in investing activities	(253		)	(4,086		)	Net cash used in investing activities	(1,795)		(2,477)
CASH FLOWS FROM FINANCING ACTIVITIES:
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES:							CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES:
Repayment of borrowings	(79,696		)	(5,000		)	Repayment of borrowings	0		(15,000)
Draw-down on borrowings	109,696			5,000			Draw-down on borrowings	0		20,000
Increase in cash restricted as collateral for borrowings	(29,696		)	—
Debt issuance costs	(1,327		)	(626		)	Debt issuance costs	(166)		(243)
Net cash used in financing activities	(1,023		)	(626		)
Effect of exchange rate changes on cash and cash equivalents	112			471
Net increase in cash and cash equivalents	16,791			12,632
Cash and cash equivalents, beginning of period	37,077			6,386
Cash and cash equivalents, end of period	$	53,868		$	19,018
Other							Other	23		(6)
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(143)		4,751
Effect of exchange rate changes on cash, cash equivalents and restricted cash							Effect of exchange rate changes on cash, cash equivalents and restricted cash	281		(521)
Net increase in cash, cash equivalents and restricted cash							Net increase in cash, cash equivalents and restricted cash	155		4,663
Cash, cash equivalents and restricted cash, beginning of period							Cash, cash equivalents and restricted cash, beginning of period	56,433		38,444
Cash, cash equivalents and restricted cash, end of period							Cash, cash equivalents and restricted cash, end of period	$	56,588	$	43,107

Cash paid during the period:							Cash paid during the period:
Interest	$	926		$	869		Interest	$	917	$	1,382
Income taxes	$	627		$	327		Income taxes	$	142	$	258

Reconciliation of cash, cash equivalents, and restricted cash:							Reconciliation of cash, cash equivalents, and restricted cash:
Current assets:							Current assets:
Cash and cash equivalents							Cash and cash equivalents	$	47,231	$	26,223
Restricted cash included in Restricted cash and short-term investments							Restricted cash included in Restricted cash and short-term investments	9,357		16,884
Cash, cash equivalents and restricted cash, end of period							Cash, cash equivalents and restricted cash, end of period	$	56,588	$	43,107


Global Liquidity
	May 3, 2020		August 2, 2020		November 1, 2020		January 31, 2021		May 2, 2021
Cash and cash equivalents (a)	$	26,223	$	30,928	$	38,550	$	40,062	$	47,231

Total outstanding debt	$	60,000	$	60,000	$	60,000	$	60,000	$	60,000

Cash in banks (b)(c)	$	22,876	$	26,126	$	36,218	$	36,962	$	39,288
DZ Financing Program	4,202		5,122		2,828		2,225		2,868
Global liquidity	27,078		31,248		39,046		39,187		42,156
Minimum liquidity threshold	15,000		15,000		15,000		15,000		15,000
Available liquidity	$	12,078	$	16,248	$	24,046	$	24,187	$	27,156



Global Liquidity
	January 29, 2017		April 30, 2017		July 30, 2017		October 29, 2017		January 28, 2018		March 2, 2018
Cash and cash equivalents (a)	$	19,018	$	20,743	$	16,357	$	37,077	$	53,868

Total outstanding debt	$	97,050	$	90,000	$	100,000	$	50,000	$	80,000	$	50,000

Cash in banks (b)	$	24,805	$	24,080	$	18,981	$	40,685	$	57,262	$	33,200
PNC Financing Program	16,445		31,837		14,445		54,129		—		—
DZ Financing Program (c)	—		—		—		—		21,528		26,367
Short-Term Credit Facility - BofA	2,709		—		—		—		—		—
Global liquidity	43,959		55,917		33,426		94,814		78,790		59,567
Minimum liquidity threshold (d)	20,000		25,000		25,000		40,000		15,000		15,000
Available liquidity	$	23,959	$	30,917	$	8,426	$	54,814	$	63,790	$	44,567



	Three Months Ended
	January 28, 2018			January 29, 2017
Net cash provided by operating activities	$	17,955		$	16,873
Net cash used in investing activities	(253		)	(4,086		)
Net cash used in financing activities	(1,023		)	(626		)
Effect of exchange rate changes on cash and cash equivalents	112			471
Net increase in cash and cash equivalents	$	16,791		$	12,632


x			~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


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


	Six Months Ended May 2, 2021
	Common Stock $0.10 Par Value			Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders’ Equity
	Shares	Amount
BALANCE AT NOVEMBER 1, 2020	23,738,003	$	2,374	$	79,937	$	(29,793)	$	(6,458)	$	(18,186)	$	27,874
Net loss	—	—		—		(2,446)		—		—		(2,446)
Share-based compensation	—	—		226		—		—		—		226
Issuance of common stock	—	—		(21)		(145)		—		161		(5)
Other comprehensive income	—	—		—		—		931		—		931
BALANCE AT JANUARY 31, 2021	23,738,003	$	2,374	$	80,142	$	(32,384)	$	(5,527)	$	(18,025)	$	26,580
Net income	—	—		—		1,879		—		—		1,879
Share-based compensation	—	—		531		—		—		—		531

Other comprehensive income	—	—		—		—		160		—		160
BALANCE AT MAY 2, 2021	23,738,003	$	2,374	$	80,673	$	(30,505)	$	(5,367)	$	(18,025)	$	29,150



	January 28, 2018		October 29, 2017
Financing programs (a)	$	80,000	$	50,000
Less:
Current portion	30,000		50,000
Deferred financing fees	1,327		—
Total long-term debt, net	$	48,673	$	—



	Three Months Ended January 29, 2017
	Total			North American Staffing		International Staffing		Corporate and Other (1)			Eliminations (2)
Net revenue	$	313,024		$	231,865	$	30,350	$	51,967		$	(1,158	)
Cost of services	266,134			198,842		25,657		42,793			(1,158		)
Gross margin	46,890			33,023		4,693		9,174			—

Selling, administrative and other operating costs	48,890			30,099		4,041		14,750			—
Restructuring and severance costs	624			96		10		518			—
Operating income (loss)	(2,624		)	2,828		642		(6,094		)	—
Other income (expense), net	(1,330		)
Income tax provision	623
Net loss	$	(4,577	)


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


c.	~~At January 28, 2018, the DZ Financing Program excluded accounts receivable from the United Kingdom. The Company expects to add these receivables to the program within fiscal 2018.~~


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



Exhibits		Description

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

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

~~10.1~~31.1		Amendment No. 10, dated as of January 11, 2018, to the Receivables Financing Agreement dated as of July 30, 2015 and Reaffirmation of the Performance Guaranty, by and among Volt Funding Corp., as borrower, PNC Bank, National Association, as letter of credit bank and administrative agent, and Volt Information Sciences, Inc., as initial servicer (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 29, 2017 filed January 12, 2018; File No. 001-09232)

~~10.2~~	Receivables Loan and Security Agreement, dated as of January 25, 2018, by and among Volt Funding II, LLC, as borrower, Volt Information Sciences, Inc., as servicer, the lenders and letter of credit participants party thereto from time to time, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, as agent, and Autobahn Funding Company LLC and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, as letter of credit issuers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 29, 2018; File No. 001-9232)

~~10.3~~	Receivables Purchase and Sale Agreement, dated as of January 25, 2018, among Volt Management Corp. and P/S Partner Solutions, Ltd., as originators, Volt Information Sciences, Inc. and Volt Funding II, LLC, as buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 29, 2018; File No. 001-9232)

~~10.4~~	Limited Guaranty, dated as of January 25, 2018, by Volt Information Sciences, Inc. in favor of DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch, as agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 29, 2018; File No. 001-9232)

~~10.5~~	~~Employment Agreement, dated February 12, 2018, between the Company and Linda Perneau~~

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

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

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

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)