Volt Information Sciences (VOLT) 8-K Entry into a Material Definitive Agreement

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Unaudited Non-GAAP Consolidated Statements of Operations

For the nine months ended August 3, 2014

(in thousands, except per share amounts)

	As Reported			Proforma Adjustment			Proforma			Non-GAAP Adjustment			Non-GAAP Proforma
REVENUE:
Staffing service revenue	$	1,195,981		$	-		$	1,195,981		$	(2,452	)	$	1,193,529
Other revenue		129,623			(45,247	)		84,376			(138	)		84,238
NET REVENUE		1,325,604			(45,247	)		1,280,357			(2,590	)		1,277,767
EXPENSES:
Direct cost of staffing services revenue		1,026,063			-			1,026,063			-			1,026,063
Cost of other revenue		111,824			(41,307	)		70,517			-			70,517
Selling, administrative and other operating costs		192,378			(14,537	)		177,841			-			177,841
Amortization of purchased intangible assets		754			(598	)		156			-			156
Restructuring costs		2,396			(599	)		1,797			-			1,797
Restatement, investigations and remediation		5,261			-			5,261			-			5,261
TOTAL EXPENSES		1,338,676			(57,041	)		1,281,635			-			1,281,635
OPERATING LOSS		(13,072	)		11,794			(1,278	)		(2,590	)		(3,868	)
OTHER INCOME (EXPENSE), NET
Interest income (expense), net		(2,449	)		(1	)		(2,450	)		-			(2,450	)
Foreign exchange gain (loss), net		(1,645	)		1,268			(377	)		-			(377	)
Other income (expense), net		134			136			270			-			270
TOTAL OTHER INCOME (EXPENSE), NET		(3,960	)		1,403			(2,557	)		-			(2,557	)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(17,032	)		13,197			(3,835	)		(2,590	)		(6,425	)
Income tax provision (benefit)		4,017			45			4,062			-			4,062
LOSS FROM CONTINUING OPERATIONS		(21,049	)		13,152			(7,897	)		(2,590	)		(10,487	)
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES		-			(13,152	)		(13,152	)		-			(13,152	)
NET LOSS	$	(21,049	)	$	-		$	(21,049	)	$	(2,590	)	$	(23,639	)
PER SHARE DATA:
Basic:
Loss from continuing operations	$	(1.01	)	$	-		$	(0.38	)	$	(0.12	)	$	(0.50	)
Loss from discontinued operations		-			(0.63	)		(0.63	)		-			(0.63	)
Net loss	$	(1.01	)	$	(0.63	)	$	(1.01	)	$	(0.12	)	$	(1.13	)
Weighted average number of shares		20,859			20,859			20,859			20,859			20,859
Diluted:
Loss from continuing operations	$	(1.01	)	$	-		$	(0.38	)	$	(0.12	)	$	(0.50	)
Loss from discontinued operations		-			(0.63	)		(0.63	)		-			(0.63	)
Net loss	$	(1.01	)	$	(0.63	)	$	(1.01	)	$	(0.12	)	$	(1.13	)
Weighted average number of shares		20,859			20,859			20,859			20,859			20,859

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Unaudited Non-GAAP Consolidated Statements of Operations

For the year ended November 3, 2013

(in thousands, except per share amounts)

	As Reported			Proforma Adjustment			Proforma			Non-GAAP Adjustment			Non-GAAP
REVENUE:
Staffing service revenue	$	1,899,723		$	-		$	1,899,723		$	(6,297	)	$	1,893,426
Other revenue		191,214			(73,465	)		117,749			-			117,749
NET REVENUE		2,090,937			(73,465	)		2,017,472			(6,297	)		2,011,175
EXPENSES:
Direct cost of staffing services revenue		1,634,365			-			1,634,365			-			1,634,365
Cost of other revenue		160,199			(65,680	)		94,519			-			94,519
Selling, administrative and other operating costs		294,034			(24,314	)		269,720			-			269,720
Amortization of purchased intangible assets		1,369			(858	)		511			-			511
Restructuring costs		4,726			(3,945	)		781			-			781
Restatement, investigations and remediation		24,828			-			24,828			-			24,828
TOTAL EXPENSES		2,119,521			(94,797	)		2,024,724			-			2,024,724
OPERATING LOSS		(28,584	)		21,332			(7,252	)		(6,297	)		(13,549	)
OTHER INCOME (EXPENSE), NET
Interest income (expense), net		(2,957	)		(2	)		(2,959	)		-			(2,959	)
Foreign exchange gain (loss), net		1,104			(735	)		369			-			369
Other income (expense), net		31			(10	)		21			-			21
TOTAL OTHER INCOME (EXPENSE), NET		(1,822	)		(747	)		(2,569	)		-			(2,569	)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(30,406	)		20,585			(9,821	)		(6,297	)		(16,118	)
Income tax provision (benefit)		469			2,231			2,700			-			2,700
LOSS FROM CONTINUING OPERATIONS		(30,875	)		18,354			(12,521	)		(6,297	)		(18,818	)
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES		-			(18,354	)		(18,354	)		-			(18,354	)
NET LOSS	$	(30,875	)	$	-		$	(30,875	)	$	(6,297	)	$	(37,172	)
PER SHARE DATA:
Basic:
Loss from continuing operations	$	(1.48	)	$	-		$	(0.60	)	$	(0.30	)	$	(0.90	)
Loss from discontinued operations		-			(0.88	)		(0.88	)		-			(0.88	)
Net loss	$	(1.48	)	$	(0.88	)	$	(1.48	)	$	(0.30	)	$	(1.78	)
Weighted average number of shares		20,826			20,826			20,826			20,826			20,826
Diluted:
Loss from continuing operations	$	(1.48	)	$	-		$	(0.60	)	$	(0.30	)	$	(0.90	)
Loss from discontinued operations		-			(0.88	)		(0.88	)		-			(0.88	)
Net loss	$	(1.48	)	$	(0.88	)	$	(1.48	)	$	(0.30	)	$	(1.78	)
Weighted average number of shares		20,826			20,826			20,826			20,826			20,826

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Unaudited Non-GAAP Consolidated Statements of Operations

For the year ended October 28, 2012

(in thousands, except per share amounts)

	As Reported			Proforma Adjustment			Proforma			Non-GAAP Adjustment			Non-GAAP
REVENUE:
Staffing service revenue	$	2,027,601		$	-		$	2,027,601		$	(18,359	)	$	2,009,242
Other revenue		218,526			(99,679	)		118,847			-			118,847
NET REVENUE		2,246,127			(99,679	)		2,146,448			(18,359	)		2,128,089
EXPENSES:
Direct cost of staffing services revenue		1,738,933			-			1,738,933			-			1,738,933
Cost of other revenue		163,853			(68,281	)		95,572			-			95,572
Selling, administrative and other operating costs		310,847			(26,897	)		283,950			-			283,950
Amortization of purchased intangible assets		1,382			(859	)		523			-			523
Gain on building		(4,418	)		-			(4,418	)		-			(4,418	)
Restatement, investigations and remediation		42,906			-			42,906			-			42,906
TOTAL EXPENSES		2,253,503			(96,037	)		2,157,466			-			2,157,466
OPERATING LOSS		(7,376	)		(3,642	)		(11,018	)		(18,359	)		(29,377	)
OTHER INCOME (EXPENSE), NET
Interest income (expense), net		(3,072	)		23			(3,049	)		-			(3,049	)
Foreign exchange gain (loss), net		(131	)		509			378			-			378
Other income (expense), net		(633	)		(1	)		(634	)		-			(634	)
TOTAL OTHER INCOME (EXPENSE), NET		(3,836	)		531			(3,305	)		-			(3,305	)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(11,212	)		(3,111	)		(14,323	)		(18,359	)		(32,682	)
Income tax provision (benefit)		2,391			(689	)		1,702			-			1,702
LOSS FROM CONTINUING OPERATIONS		(13,603	)		(2,422	)		(16,025	)		(18,359	)		(34,384	)
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES		-			2,422			2,422			-			2,422
NET INCOME (LOSS)	$	(13,603	)	$	-		$	(13,603	)	$	(18,359	)	$	(31,962	)
PER SHARE DATA:
Basic:
Loss from continuing operations	$	(0.65	)	$	-		$	(0.77	)	$	(0.88	)	$	(1.65	)
Income from discontinued operations		-			0.12			0.12			-			0.12
Net income (loss)	$	(0.65	)	$	0.12		$	(0.65	)	$	(0.88	)	$	(1.53	)
Weighted average number of shares		20,813			20,813			20,813			20,813			20,813
Diluted:
Loss from continuing operations	$	(0.65	)	$	-		$	(0.77	)	$	(0.88	)	$	(1.65	)
Income from discontinued operations		-			0.12			0.12			-			0.12
Net income (loss)	$	(0.65	)	$	0.12		$	(0.65	)	$	(0.88	)	$	(1.53	)
Weighted average number of shares		20,813			20,884			20,813			20,813			20,813

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES

Unaudited Non-GAAP Consolidated Statements of Operations

For the year ended October 30, 2011

(in thousands, except per share amounts)

	As Reported			Proforma Adjustment			Proforma			Non-GAAP Adjustment		Non-GAAP
REVENUE:
Staffing service revenue	$	1,957,905		$	-		$	1,957,905		$	16,572	$	1,974,477
Other revenue		280,204			(165,349	)		114,855			-		114,855
NET REVENUE		2,238,109			(165,349	)		2,072,760			16,572		2,089,332
EXPENSES:
Direct cost of staffing services revenue		1,698,711			-			1,698,711			-		1,698,711
Cost of other revenue		166,211			(76,022	)		90,189			-		90,189
Selling, administrative and other operating costs		302,882			(28,835	)		274,047			-		274,047
Amortization of purchased intangible assets		1,347			(855	)		492			-		492
Restatement, investigations and remediation		49,193			-			49,193			-		49,193
TOTAL EXPENSES		2,218,344			(105,712	)		2,112,632			-		2,112,632
OPERATING INCOME (LOSS)		19,765			(59,637	)		(39,872	)		16,572		(23,300	)
OTHER INCOME (EXPENSE), NET
Interest income (expense), net		(2,889	)		(4	)		(2,893	)		-		(2,893	)
Foreign exchange gain (loss), net		(569	)		306			(263	)		-		(263	)
Other income (expense), net		(1,026	)		9			(1,017	)		-		(1,017	)
TOTAL OTHER INCOME (EXPENSE), NET		(4,484	)		311			(4,173	)		-		(4,173	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		15,281			(59,326	)		(44,045	)		16,572		(27,473	)
Income tax provision (benefit)		(348	)		(15,135	)		(15,483	)		-		(15,483	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		15,629			(44,191	)		(28,562	)		16,572		(11,990	)
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES		-			44,191			44,191			-		44,191
				��
NET INCOME	$	15,629		$	-		$	15,629		$	16,572	$	32,201
PER SHARE DATA:
Basic:
Income (loss) from continuing operations	$	0.75		$	-		$	(1.37	)	$	0.80	$	(0.57	)
Income from discontinued operations		-			2.12			2.12			-		2.12
Net income	$	0.75		$	2.12		$	0.75		$	0.80	$	1.55
Weighted average number of shares		20,813			20,813			20,813			20,813		20,813
Diluted:
Income (loss) from continuing operations	$	0.75		$	-		$	(1.36	)	$	0.79	$	(0.57	)
Income from discontinued operations		-			2.11			2.11			-		2.11
Net income	$	0.75		$	2.11		$	0.75		$	0.79	$	1.54
Weighted average number of shares		20,896			20,896			20,896			20,896		20,896