CORRESP 1 filename1.htm


   
Volt Information Sciences, Inc.
1133 Avenue of the Americas
New York, NY 10036
  



 
March 21, 2017

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549


Attention: Carlos Pacho, Senior Assistant Chief Accountant


Re:
Volt Information Sciences, Inc.
Form 10-K for Fiscal Year Ended October 30, 2016
Filed January 12, 2017
Form 8-K filed March 8, 2017
File No. 1-9232


Dear Mr. Pacho,

Volt Information Sciences, Inc. (the “Company”) is in receipt of the letter and comment received from the staff of the Securities and Exchange Commission (“SEC”), dated March 13, 2017, with respect to the Company’s Annual Report on Form 10-K for fiscal year ended October 30, 2016 filed January 12, 2017 and the Company’s Current Report on Form 8-K filed March 8, 2017.  We respectfully submit our response to your comment as set forth below.


“Form 8-K filed March 8, 2017

Exhibit 99.1

Your presentation of a full non-GAAP income statement as a reconciliation of GAAP to non-GAAP financial measures is inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance on non-GAAP financial measures issued on May 17, 2016. Please revise in your next earnings release.”


Response to comment:

The Company will revise its presentation of reconciliation of GAAP to non-GAAP financial measures in future earnings releases to be consistent with the SEC’s interpretations of the rules and regulations on the use of non-GAAP financial measures as described in Question 102.10 of the Compliance and Disclosure Interpretation Guidance.  The following is the proposed reconciliation that the Company will present in its future earnings releases, as applied to the Company’s fiscal first quarter:

 
   
Volt Information Sciences, Inc.
1133 Avenue of the Americas
New York, NY 10036
  

 
 
         
GAAP to Non-GAAP Reconciliations
(in thousands)
                     
   
Three Months Ended
    
   
January 29, 2017
      
January 31, 2016
    
Reconciliation of GAAP net loss to Non-GAAP net loss:
                   
GAAP net loss
  
$
(4,577
)
 
  
$
(10,962
)
  
Selling, administrative and other operating costs
    
(486
)
(a)
    
552
  
(c)
Restructuring and severance costs
    
624
  
(b)
    
2,761
  
(b)
Non-GAAP net loss
  
$
(4,439
)
 
  
$
(7,649
)
  
                         
   
Three Months Ended
    
   
January 29, 2017
      
January 31, 2016
    
Reconciliation of GAAP net loss to Adjusted EBITDA:
                       
GAAP net loss
  
$
(4,577
)
 
  
$
(10,962
)
  
Selling, administrative and other operating costs
    
(486
)
(a)
    
552
  
(c)
Restructuring and severance costs
    
624
  
(b)
    
2,761
  
(b)
Depreciation and amortization
    
1,379
        
1,538
    
Share-based compensation expense
    
615
  
 
    
187
    
Other (income) loss, net (d)
    
1,330
        
593
    
Provision for income taxes
    
623
  
 
    
553
    
Adjusted EBITDA
  
$
(492
)
    
$
(4,778
)
  
 
Special item adjustments consist of the following:
(a) Relates to the amortization of the gain on the sale of the Orange, CA facility.
(b) Relates primarily to Company-wide cost reduction plan implemented in the first quarter of fiscal 2016.
(c) Relates primarily to consultants and professional fees incurred to attract world class executive talent and implementing a pay for performance annual incentive plan.
(d) Includes interest income (expense) and other income (expense), net.
 
          
            
We appreciate the staff’s time and attention.  If you have any questions or require additional information, please do not hesitate to contact me at (212) 704-7920.
             
 
Sincerely,
  
     
     
   /s/ Paul Tomkins  
 
Paul Tomkins, Senior Vice President
  
 
and Chief Financial Officer
  


Cc:
Lenny Naujokas, Interim Controller and Chief Accounting Officer
Nancy Avedissian, General Counsel
Stephen Giove, Shearman & Sterling LLP