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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Command Center Inc | NASDAQ:CCNI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.90 | 4.51 | 7.20 | 0 | 01:00:00 |
Washington
|
|
91-2079472
|
(State
of incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
3609 S. Wadsworth Blvd., Ste. 250, Lakewood, CO
|
|
80235
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
PART I. FINANCIAL INFORMATION
|
||
|
||
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
17
|
||
20
|
||
20
|
||
|
|
|
PART II. OTHER INFORMATION
|
||
21
|
||
21
|
||
23
|
||
24
|
||
24
|
||
24
|
||
24
|
||
|
25
|
|
June
28,
2019
|
December
28,
2018
|
ASSETS
|
(unaudited)
|
|
Current
assets
|
|
|
Cash
|
$
6,909,551
|
$
7,934,287
|
Restricted
cash
|
105,700
|
69,423
|
Accounts
receivable, net of allowance for doubtful accounts
|
10,230,897
|
9,041,361
|
Prepaid expenses,
deposits, and other assets
|
175,361
|
380,930
|
Prepaid workers'
compensation
|
538,063
|
212,197
|
Total current
assets
|
17,959,572
|
17,638,198
|
Property and
equipment, net
|
284,960
|
329,255
|
Right-of-use
assets
|
1,580,546
|
-
|
Deferred tax
asset
|
1,083,360
|
1,079,908
|
Workers'
compensation risk pool deposit, less current portion,
net
|
-
|
193,984
|
Workers'
compensation risk pool deposit in receivership, net
|
260,000
|
260,000
|
Goodwill and other
intangible assets, net
|
3,877,027
|
3,930,900
|
Total
assets
|
$
25,045,465
|
$
23,432,245
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$
528,949
|
$
219,945
|
Account purchase
agreement facility
|
526,142
|
398,894
|
Other current
liabilities
|
448,266
|
821,142
|
Accrued wages and
benefits
|
1,623,135
|
1,218,699
|
Current portion of
lease liabilities
|
878,725
|
-
|
Current portion of
workers' compensation claims liability
|
939,081
|
1,003,643
|
Total current
liabilities
|
4,944,298
|
3,662,323
|
Lease liabilities,
less current portion
|
745,736
|
-
|
Workers'
compensation claims liability, less current portion
|
854,372
|
878,455
|
Total
liabilities
|
6,544,406
|
4,540,778
|
Commitments and
contingencies (Note 9)
|
|
|
Stockholders'
equity
|
|
|
Preferred stock -
$0.001 par value, 416,666 shares authorized; none
issued
|
-
|
-
|
Common stock -
$0.001 par value, 8,333,333 shares authorized; 4,629,331 and
4,680,871 shares issued and outstanding, respectively
|
4,629
|
4,681
|
Additional paid-in
capital
|
54,479,010
|
54,536,852
|
Accumulated
deficit
|
(35,982,580
)
|
(35,650,066
)
|
Total stockholders'
equity
|
18,501,059
|
18,891,467
|
Total liabilities
and stockholders' equity
|
$
25,045,465
|
$
23,432,245
|
|
Thirteen weeks ended
|
Twenty-six weeks ended
|
||
|
June 28,
2019
|
June 29,
2018
|
June 28,
2019
|
June 29,
2018
|
Revenue
|
$
24,838,463
|
$
24,175,985
|
$
46,593,361
|
$
46,643,383
|
Cost
of staffing services
|
18,288,855
|
17,898,665
|
34,411,490
|
34,771,996
|
Gross
profit
|
6,549,608
|
6,277,320
|
12,181,871
|
11,871,387
|
Selling,
general and administrative expenses
|
5,609,401
|
5,368,908
|
12,159,413
|
12,582,528
|
Depreciation
and amortization
|
62,728
|
87,926
|
130,545
|
180,517
|
Income
(loss) from operations
|
877,479
|
820,486
|
(108,087
)
|
(891,658
)
|
Interest
expense (income) and other financing expense
|
(33
)
|
267
|
47
|
2,430
|
Net
income
(loss) before income
taxes
|
877,512
|
820,219
|
(108,134
)
|
(894,088
)
|
Provision (benefit)
for income taxes
|
466,004
|
256,972
|
224,380
|
(239,646
)
|
Net income
(loss)
|
$
411,508
|
$
563,247
|
$
(332,514
)
|
$
(654,442
)
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
Basic
|
$
0.09
|
$
0.11
|
$
(0.07
)
|
$
(0.13
)
|
Diluted
|
$
0.09
|
$
0.11
|
$
(0.07
)
|
$
(0.13
)
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
Basic
|
4,629,492
|
4,924,245
|
4,645,883
|
4,953,701
|
Diluted
|
4,631,299
|
4,931,201
|
4,645,883
|
4,953,701
|
|
Common
Stock
|
|
|
|
|
|
Shares
|
Par
Value
|
Additional
paid-in capital
|
Accumulated
deficit
|
Total
stockholders' equity
|
Balance
at December 29, 2017
|
4,993,672
|
$
4,994
|
$
56,211,837
|
$
(36,621,042
)
|
$
19,595,789
|
Common
stock issued for services
|
10,973
|
11
|
62,425
|
-
|
62,435
|
Stock-based
compensation
|
-
|
-
|
155,785
|
-
|
155,784
|
Common
stock purchased and retired
|
(126,053
)
|
(126
)
|
(718,414
)
|
-
|
(718,540
)
|
Cumulative
effect of accounting change
|
-
|
-
|
-
|
(3,311
)
|
(3,311
)
|
Effective
repurchase of stock options
|
-
|
-
|
(240,670
)
|
-
|
(240,668
)
|
Net
loss for the period
|
-
|
-
|
-
|
(654,442
)
|
(654,442
)
|
Balance
at June 29, 2018
|
4,878,592
|
$
4,879
|
$
55,470,963
|
$
(37,278,795
)
|
$
18,197,047
|
|
|
|
|
|
|
Balance
at December 28, 2018
|
4,680,871
|
$
4,681
|
$
54,536,852
|
$
(35,650,066
)
|
$
18,891,467
|
Stock-based
compensation
|
-
|
-
|
155,166
|
-
|
155,166
|
Common
stock purchased and retired
|
(51,540
)
|
(52
)
|
(213,008
)
|
-
|
(213,060
)
|
Net
loss for the period
|
-
|
-
|
-
|
(332,514
)
|
(332,514
)
|
Balance
at June 28, 2019
|
4,629,331
|
$
4,629
|
$
54,479,010
|
$
(35,982,580
)
|
$
18,501,059
|
|
Twenty-six weeks ended
|
|
|
June 28,
2019
|
June 29,
2018
|
Cash flows from operating activities
|
|
|
Net
loss
|
$
(332,514
)
|
$
(654,442
)
|
Adjustments
to reconcile net income to net cash used in
operations:
|
|
|
Depreciation
and amortization
|
130,545
|
180,517
|
Provision
for bad debt
|
93,403
|
6,115
|
Stock
based compensation
|
155,166
|
218,221
|
Deferred
taxes
|
(3,452
)
|
(389,969
)
|
Reserve
on workers' compensation risk pool deposit in
receivership
|
-
|
1,540,000
|
Cumulative
effect of accounting change
|
-
|
(3,311
)
|
Gain
on disposition of property and equipment
|
-
|
(5,684
)
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable
|
(1,282,939
)
|
(61,936
)
|
Prepaid
expenses, deposits, and other assets
|
205,569
|
587
|
Prepaid
workers' compensation
|
(325,866
)
|
(313,868
)
|
Accounts
payable
|
309,004
|
(273,006
)
|
Other
current liabilities
|
(372,876
)
|
(365,499
)
|
Accrued
wages and benefits
|
404,436
|
(114,833
)
|
Operating
leases
|
43,915
|
-
|
Workers'
compensation risk pool deposits
|
193,984
|
99,624
|
Workers'
compensation claims liability
|
(88,645
)
|
50,629
|
Net
cash used in operating activities
|
(870,270
)
|
(86,855
)
|
Cash flows from investing activities
|
|
|
Purchase
of property and equipment
|
(32,377
)
|
(84,851
)
|
Proceeds
from the sale of property and equipment
|
-
|
19,500
|
Net
cash used in investing activities
|
(32,377
)
|
(65,351
)
|
Cash flows from financing activities
|
|
|
Net
change in account purchase agreement facility
|
127,248
|
(1,093,414
)
|
Purchase
of treasury stock
|
(213,060
)
|
(718,540
)
|
Net
used in financing activities
|
(85,812
)
|
(1,811,954
)
|
Net decrease in cash
|
(988,459
)
|
(1,964,160
)
|
Cash and restricted cash, beginning of period
|
8,003,710
|
7,781,484
|
Cash and restricted cash, end of period
|
$
7,015,251
|
$
5,817,324
|
Supplemental disclosure of non-cash activities
|
|
|
Purchase
of vested stock options
|
-
|
240,670
|
Common
stock issued for services
|
-
|
62,436
|
Supplemental disclosure of cash flow information
|
|
|
Interest
paid
|
312
|
2,576
|
Income
taxes paid
|
56,496
|
2,284
|
Reconciliation of cash and cash equivalents
|
|
|
Cash
|
$
6,909,551
|
$
5,759,456
|
Restricted
cash
|
105,700
|
57,868
|
Total
cash and restricted cash
|
$
7,015,251
|
$
5,817,324
|
Year
|
Obligation
|
2019
|
$
53,874
|
2020
|
45,585
|
Thereafter
|
-
|
Total
|
$
99,459
|
|
Number of shares underlying options
|
Weighted average exercise price per share
|
Weighted average grant date fair value
|
Outstanding,
December 28, 2018
|
160,831
|
$
5.86
|
$
3.18
|
Granted
|
-
|
-
|
-
|
Forfeited
|
-
|
-
|
-
|
Expired
|
-
|
-
|
-
|
Outstanding,
June 28, 2019
|
160,831
|
5.86
|
3.18
|
|
Number of shares underlying options
|
Weighted average exercise price per share
|
Weighted average grant date fair value
|
Non-vested,
December 28, 2018
|
84,523
|
$
5.56
|
$
3.05
|
Granted
|
-
|
-
|
-
|
Forfeited
|
-
|
-
|
-
|
Vested
|
(17,232
)
|
5.65
|
3.14
|
Non-vested,
June 28, 2019
|
67,291
|
5.54
|
3.03
|
|
Number of shares underlying options
|
Weighted average
exercise price per share
|
Weighted average
remaining contractual life (years)
|
Aggregate
intrinsic value
|
Outstanding
|
160,831
|
$
5.86
|
8.06
|
$
401,600
|
Exercisable
|
93,540
|
6.08
|
7.61
|
14,677
|
|
Outstanding options
|
Vested options
|
||
Range of exercise prices
|
Number of shares underlying options
|
Weighted
average remaining contractual life (years)
|
Number of shares exercisable
|
Weighted
average remaining contractual life (years)
|
$
4.80 - 7.00
|
144,582
|
8.69
|
77,291
|
8.70
|
$
7.01 - 8.76
|
16,249
|
2.43
|
16,249
|
2.43
|
|
Remainder of 2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
Future
minimum lease payments
|
$
514,878
|
$
768,716
|
$
294,061
|
$
108,481
|
$
23,187
|
$
-
|
$
1,709,324
|
Lease
liability interest
|
(33,435
)
|
(36,263
)
|
(11,514
)
|
(3,510
)
|
(142
)
|
-
|
(84,864
)
|
Lease
liability as of June 28, 2019
|
$
481,444
|
$
732,453
|
$
282,547
|
$
104,971
|
$
23,045
|
$
-
|
$
1,624,461
|
|
●
|
unanticipated
issues in integrating logistics, information, communications and
other systems;
|
|
●
|
integrating
personnel from the two companies while maintaining focus on
providing a consistent, high quality level of service;
|
|
●
|
transitioning
the Company’s branch network to become franchise-owned by
multiple franchisees, including some first-time
franchisees;
|
|
●
|
integrating
complex systems, technology, networks and other assets of Hire
Quest in a seamless manner that minimizes any adverse impact on
customers, employees, service providers, and other
constituencies;
|
|
●
|
performance
shortfalls at one or both of the companies as a result of the
diversion of management’s attention from day-to-day
operations caused by activities surrounding the completion of the
Merger and integration of the companies’
operations;
|
|
●
|
potential
unknown liabilities, liabilities that are significantly larger than
anticipated, unforeseen expenses or delays associated with the
Merger and the integration process;
|
|
●
|
unanticipated
changes in applicable laws and regulations;
|
|
●
|
the
impact on the Company’s internal controls and compliance with
the regulatory requirements under the Sarbanes-Oxley Act of 2002,
including, but not limited to, complexities that arise as a result
of integrating the accounting system and internal controls of a
private with that of a public company; and
|
|
●
|
complexities
associated with managing the larger, combined
business.
|
Exhibit No.
|
|
Description
|
2.1 |
|
A
greement and Plan of
Merger, dated April 8, 2019, by and among Command Center, Inc.,
CCNI One, Inc., Command Florida, LLC, Hire Quest Holdings, LLC and
Richard Hermanns as Member Representative.
(incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K, filed with the SEC on
April 9, 2019).
|
10.1 |
|
Form of Shareholder Voting Agreement (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K,
filed with the SEC on April 9, 2019).
|
10.2 |
|
Amended
and Restated Employment Agreement, by and between the Company and
Richard K. Coleman, Jr., effective March 31, 2019
(incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K, filed with the SEC on April 4,
2019).
|
10.3 |
|
Executive
Employment Agreement, dated as of June 5, 2019, between Command
Center, Inc. and Cory Smith (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed with
the SEC on June 10, 2019).
|
|
Certification of Richard Hermanns, Chief Executive Officer of
Command Center, Inc. pursuant to Rule 13a-14(a) as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
|
|
Certification of Cory Smith, Chief Financial Officer of Command
Center, Inc. pursuant to Rule 13a-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
(filed
herewith)
.
|
|
|
Certification of Richard Hermanns, Chief Executive Officer of
Command Center, Inc., and Cory Smith, Chief Financial Officer of
Command Center, Inc., pursuant to 18 U.S.C. Section 1350, as
adopted in Section 906 of the Sarbanes-Oxley Act of 2002
(filed
herewith)
.
|
|
101.INS
|
|
XBRL Instance Document
(filed
herewith)
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
(filed
herewith)
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
(filed
herewith)
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
(filed
herewith)
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
(filed
herewith)
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed
herewith)
|
/s/ Richard Hermanns
|
August
12, 2019
|
Richard Hermanns
|
Date
|
President and Chief Executive Officer
|
|
|
|
/s/
Cory Smith
|
August
12, 2019
|
Cory Smith
|
Date
|
Chief Financial Officer
|
|
1 Year Command Center Chart |
1 Month Command Center Chart |
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