x |
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
Washington
|
91-2079472
|
(State
or other jurisdiction of incorporation or
organization)
|
(IRS
Employer Identification
Number)
|
3773
West Fifth Avenue, Post Falls, Idaho
83854
|
|
(Address
of principal executive
offices)
|
|
(208)
773-7450
|
|
(Issuer’s
telephone number)
|
|
N.A.
|
|
(Former
name, former address and former fiscal
year, if changed since last report)
|
The number of shares of common stock outstanding on November 2, 2007 was: |
24,736,465
|
Transitional Small Business Disclosure Format. |
Yes
o
Nox
|
Indicate by check mark whether the registrant is a shell company |
|
(as defined in Rule 12b-2 of the Exchange Act). |
Yes
o
Nox
|
PART
I
|
Page
|
Item
1. Financial Statements (unaudited)
|
|
Management
Statement
|
10-QSB
Page 3
|
Balance
Sheet at September 28, 2007
|
10-QSB
Page 4
|
Statements
of Operations for the thirteen and thirty-nine week periods ended
September 28, 2007 and September 29, 2006
|
10-QSB
Page 5
|
Statements
of Cash Flows for the thirty-nine week periods ended September 28,
2007
and September 29, 2006
|
10-QSB
Page 6
|
Notes
to Financial Statements
|
10-QSB
Page 7
|
Item 2. Management’s Discussion and Analysis or Plan of Operations |
10-QSB
Page 16
|
Item
3. Controls and Procedures
|
10-QSB
Page 21
|
Part
II
|
|
Item 2. Unregistered Sales of Equity Securities |
10-QSB
Page 22
|
Item 6. Exhibits and Reports on Form 8-K |
10-QSB
Page 22
|
Signatures
|
10-QSB
Page 23
|
Certifications
|
10-QSB
Page 24 - 27
|
Command
Center, Inc.
|
||||
Balance
Sheet (Unaudited)
|
||||
Assets
|
September
28, 2007
|
|||
CURRENT
ASSETS:
|
||||
Cash
and cash equivalents
|
$
|
251,095
|
||
Accounts
receivable - trade, net of allowance for bad debts of
$430,000
|
10,706,633
|
|||
Prepaid
expenses, deposits, and other
|
1,472,123
|
|||
Prepaid
workers' compensation insurance
|
1,320,890
|
|||
Workers'
compensation risk pool deposits - current
|
1,064,000
|
|||
Total
current assets14,814,741
|
||||
PROPERTY
AND EQUIPMENT, NET
|
3,348,636
|
|||
OTHER
ASSETS:
|
||||
Workers'
compensation risk pool deposits - non-current
|
3,581,000
|
|||
Goodwill
|
32,481,129
|
|||
Amortizable
intangibles - net
|
740,345
|
|||
Other
assets
|
42,155
|
|||
Total
other assets36,844,629
|
||||
$
|
55,008,006
|
|||
Liabilities
and Stockholders' Equity
|
||||
CURRENT
LIABILITIES:
|
||||
Accounts
payable
|
1,615,078
|
|||
Checks
issued and outstanding
|
1,160,444
|
|||
Accrued
payroll, benefits and taxes
|
3,052,465
|
|||
Line
of credit facility
|
6,718,579
|
|||
Notes
payable
|
2,664,219
|
|||
Workers'
compensation insurance and reserves payable
|
2,016,710
|
|||
Workers'
compensation claims liability - current
|
1,064,000
|
|||
Total
current liabilities
|
18,291,495 | |||
LONG-TERM
LIABILITIES
|
||||
Notes
payable net of current portion
|
96,791
|
|||
Finance
obligation
|
1,125,000
|
|||
Workers'
compensation claims liability - non-current
|
1,286,000
|
|||
Total
long term liabilities
|
2,507,791 | |||
Total
liabilities
|
20,799,286 | |||
COMMITMENTS
AND CONTINGENCIES
|
||||
STOCKHOLDERS'
EQUITY:
|
||||
Preferred
stock - 5,000,000 shares, $0.001 par value,
|
||||
authorized;
no shares issued and outstanding
|
||||
Common
stock - 100,000,000 shares, $0.001 par value, authorized
|
||||
24,736,465
shares issued and outstanding
|
24,735 | |||
Additional
paid-in capital
|
40,342,130
|
|||
Accumulated
deficit
|
(6,158,145
|
)
|
||
Total
stockholders' equity
|
34,208,720 | |||
$
|
55,008,006
|
|||
See
accompanying notes to unaudited financial statements.
|
Command
Center, Inc.
|
|||||||||||||
Statements
of Operations (Unaudited)
|
|||||||||||||
Thirteen
Weeks Ended
|
Thirty-nine
Weeks Ended
|
||||||||||||
|
|
||||||||||||
September
28, 2007
|
September
29, 2006
|
September
28, 2007
|
September
29, 2006
|
||||||||||
REVENUE:
|
|||||||||||||
Staffing
services revenue
|
$
|
26,242,962
|
$
|
27,747,156
|
$
|
74,158,370
|
$
|
45,431,317
|
|||||
Franchise
fee revenues
|
-
|
-
|
-
|
535,745
|
|||||||||
Other
income
|
136,832
|
15,667
|
262,684
|
30,343
|
|||||||||
Total
revenue
|
26,379,794
|
27,762,823
|
74,421,054
|
45,997,405
|
|||||||||
COST
OF STAFFING SERVICES
|
18,473,276
|
19,624,124
|
53,661,722
|
32,719,116
|
|||||||||
GROSS
PROFIT
|
7,906,518
|
8,138,699
|
20,759,332
|
13,278,289
|
|||||||||
OPERATING
EXPENSES:
|
|||||||||||||
Compensation
and related expenses
|
3,887,965
|
3,348,914
|
13,102,565
|
7,143,361
|
|||||||||
Selling
and marketing expenses
|
42,184
|
219,247
|
428,890
|
447,843
|
|||||||||
Professional
expenses
|
383,756
|
143,998
|
1,324,841
|
563,520
|
|||||||||
Depreciation
and amortization
|
214,600
|
111,848
|
622,009
|
215,880
|
|||||||||
Rents
|
638,242
|
547,335
|
1,868,944
|
1,032,674
|
|||||||||
Travel
and transportation
|
480,361
|
98,398
|
1,886,071
|
348,796
|
|||||||||
Utilities
and communications
|
305,569
|
194,900
|
909,690
|
353,950
|
|||||||||
Insurance
|
178,377
|
198,472
|
571,212
|
293,651
|
|||||||||
Bank
fees
|
159,106
|
93,142
|
528,120
|
124,504
|
|||||||||
Other
expenses
|
636,319
|
2,209,973
|
2,364,125
|
3,341,848
|
|||||||||
6,926,479
|
7,166,227
|
23,606,467
|
13,866,027
|
||||||||||
INCOME
(LOSS) FROM OPERATIONS
|
980,039
|
972,472
|
(2,847,135
|
)
|
(587,738
|
)
|
|||||||
OTHER
INCOME (EXPENSE)
|
|||||||||||||
Interest
expense
|
(535,697
|
)
|
(286,526
|
)
|
(1,108,957
|
)
|
(365,994
|
)
|
|||||
Interest
and dividend income
|
-
|
9,098
|
-
|
44,430
|
|||||||||
Total
other income/(expense)
|
(535,697 | ) |
(277,428
|
)
|
(1,108,957
|
)
|
(321,564
|
)
|
|||||
NET
INCOME (LOSS)
|
$
|
444,342
|
$
|
695,044
|
$
|
(3,956,092
|
)
|
$
|
(909,302
|
)
|
|||
INCOME
(LOSS) PER SHARE - BASIC
|
$
|
0.02
|
$
|
0.03
|
$
|
(0.16
|
)
|
$
|
(0.05
|
)
|
|||
WEIGHTED
AVERAGE COMMON
|
|||||||||||||
SHARES
OUTSTANDING
|
24,612,054
|
23,048,555
|
24,019,256
|
16,541,304
|
|||||||||
See
accompanying notes to unaudited financial statements.
|
Command
Center, Inc.
|
|||||||
Statements
of Cash Flows (Unaudited)
|
|||||||
Increase
(Decrease) in Cash
|
Thirty-nine
Weeks Ended
|
||||||
|
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
September
28, 2007
|
September
29, 2006
|
|||||
Net
loss
|
$
|
(3,956,092
|
)
|
$
|
(909,302
|
)
|
|
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
|||||||
Depreciation
and amortization
|
622,009
|
275,883
|
|||||
Allowance
for bad debts
|
39,137
|
-
|
|||||
Stock
issued for interest and compensation
|
180,640
|
90,000
|
|||||
Amortization
of note payable discount
|
153,500
|
-
|
|||||
Changes
in assets and liabilities
|
|||||||
Accounts
receivable - trade, net
|
(1,417,622
|
)
|
(4,472,497
|
)
|
|||
Due
from affiliates
|
-
|
123,418
|
|||||
Prepaid
expenses
|
(1,290,247
|
)
|
(1,553,880
|
)
|
|||
Workers'
compensation risk pool deposits
|
(2,592,290
|
)
|
(2,305,000
|
)
|
|||
Accounts
payable
|
417,159
|
1,126,974
|
|||||
Amounts
due to affiliates
|
(782,184
|
)
|
55,564
|
||||
Accrued
expenses
|
1,494,601
|
1,216,410
|
|||||
Workers'
compensation insurance and risk pool deposits
payable
|
1,207,045
|
2,024,167
|
|||||
Workers'
compensation claims liability
|
927,291
|
822,709
|
|||||
Total
adjustments
|
(1,040,961
|
)
|
(2,596,252
|
)
|
|||
Net
cash used by operating activities
|
(4,997,053
|
)
|
(3,505,554
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchases
of property and equipment
|
(439,294
|
)
|
(820,204
|
)
|
|||
Purchase
of Anytime Labor
|
(247,500
|
)
|
-
|
||||
Collections
on note receivable
|
118,384
|
131,586
|
|||||
Proceeds
from sale of investments
|
-
|
404,000
|
|||||
Net
cash provided by (used by) investing activities
|
(568,410
|
)
|
(284,618
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Net
advances on line of credit facility
|
993,433
|
1,195,684
|
|||||
Change
in checks issued and outstanding
|
311,048
|
495,729
|
|||||
Advances
payable
|
-
|
673,915
|
|||||
Sale
of common stock
|
730,000
|
585,000
|
|||||
Sale
of preferred stock
|
-
|
470,000
|
|||||
Proceeds
received from notes payable
|
2,111,210
|
-
|
|||||
Proceeds
received from issue of warrants in connection with notes
payable
|
380,000
|
-
|
|||||
Payment
made for note payable financing fee
|
(100,000
|
)
|
-
|
||||
Net
cash provided by financing activities
|
4,425,691
|
3,420,328
|
|||||
NET
INCREASE (DECREASE) IN CASH
|
(1,139,772
|
)
|
(369,844
|
)
|
|||
CASH,
BEGINNING OF PERIOD
|
1,390,867
|
369,844
|
|||||
CASH,
END OF PERIOD
|
$
|
251,095
|
$
|
-
|
|||
NON-CASH
INVESTING AND FINANCING ACTIVITIES
|
|||||||
Common
stock issued on conversion of preferred stock
|
$
|
-
|
$
|
470,000
|
|||
Common
stock issued on conversion of amounts due affiliates
|
$
|
578,147
|
$
|
-
|
|||
Common
stock issued for acquisition of:
|
|||||||
Accounts
receivable, net
|
$
|
-
|
$
|
6,477,104
|
|||
Property,
plant and equipment
|
-
|
603,184
|
|||||
Prepaid
expenses
|
390,860
|
-
|
|||||
Financing
liability assumed
|
-
|
(4,767,262
|
)
|
||||
Amounts
due to affiliates
|
(529,516
|
)
|
|||||
Payables
assumed in acquisitons
|
-
|
(105,101
|
)
|
||||
Goodwill
and intangible assets
|
-
|
30,565,248
|
|||||
Assets
acquired in Anytime Labor purcahse
|
912,000
|
-
|
|||||
Total
|
$
|
1,302,860
|
$
|
32,243,657
|
|||
Debt
assumed in Anytime Labor purchase
|
$
|
252,500
|
$
|
-
|
|||
See
accompanying notes to unaudited financial statements.
|
Cash
consideration
|
$
|
247,500
|
||
Liabilities
assumed
|
252,500
|
|||
Common
stock
|
912,000
|
|||
Total
consideration
|
$
|
1,412,000
|
||
Accounts
receivable
|
$
|
0
|
||
Furniture
and fixtures and equipment
|
25,000
|
|||
Intangible
assets (customer relationships)
|
125,000
|
|||
Goodwill
(estimated)
|
1,262,000
|
|||
Total
assets acquired
|
$
|
1,412,000
|
Glenn
Welstad(1)
|
$
|
360,654
|
||
Dwight
Enget(2)
|
94,091
|
|||
Tom
Gilbert(2)
|
60,306
|
|||
Tom
Hancock(2)
|
27,659
|
|||
Ronald
L. Junck(2)
|
2,714
|
|||
Todd
Welstad(2)
|
814
|
|||
Dave
Wallace (3)
|
31,909
|
|||
$
|
578,147
|
(1) |
Mr.
Welstad is our CEO and a director. The amount due Mr. Welstad includes
balances owing for new store surcharge fees, accrued salary owed
from
2006, other assumed liabilities in connection with equipment purchases
and
other expenses related to our acquisition of temporary staffing stores,
the Anytime Labor acquisitions, and additional advances for working
capital.
|
(2) |
Mr.
Enget, Mr. Gilbert, Mr. Hancock, Mr. Junck, and Mr. Todd Welstad
are
directors and officers of the Company. The amounts due consist of
liabilities incurred in connection with the purchase of temporary
staffing
stores owned or controlled by them in
2006.
|
(3) |
Mr.
Wallace is a former franchisee and is currently employed as a manager
with
our company.
|
Remainder of 2007 |
$328,000
|
2008 |
1,166,000
|
2009 |
918,000
|
2010 |
543,000
|
2011 |
155,000
|
· |
10,000
shares were sold in the first quarter at $3.00 per
share.
|
· |
466,666
were sold in the second quarter at $1.50 per share.
|
· |
200,000
shares were issued as partial consideration for the acquisition of
temporary staffing store assets from Anytime Labor, Inc. Management
estimated the value of the shares issued in the Anytime Labor asset
acquisition at $4.56 per share as provided in the acquisition agreement
(See Note 4).
|
· |
We
issued 98,951 shares of common stock for prepaid sales force training
services. Management estimated the value of these shares at $3.96
per
share in accordance with the consulting services agreement.
|
· |
We
issued 66,000 shares to terminated employees as severance pay. Management
estimated the value of the severance pay shares on the dates of issuance
and recorded an aggregate of $130,640 as compensation expense in
the
period.
|
· |
We
issued 17,555 shares as payment of interest relating to the lease
agreement on our Post Falls corporate headquarters building. (See
Notes 5
and 10).
|
· |
We
issued 385,431 shares on conversion of $578,147 of notes payable
to
affiliates. (See Note 7).
|
|
Thirteen
Weeks Ended
|
||||||||||||||||
|
September
28, 2007
|
September
29, 2006
|
%
Change
|
||||||||||||||
Revenue
|
$
|
26,379,794
|
$
|
27,762,823
|
-5
|
%
|
|||||||||||
Cost
of staffing services
|
18,473,276
|
70.0
|
%
|
19,624,124
|
70.7
|
%
|
-6
|
%
|
|||||||||
Gross
profit
|
7,906,518
|
30.0
|
%
|
8,138,699
|
29.3
|
%
|
-3
|
%
|
|||||||||
Selling,
general and administrative services
|
6,711,879
|
25.4
|
%
|
7,054,379
|
25.4
|
%
|
-5
|
%
|
|||||||||
Depreciation
and amortization
|
214,600
|
0.8
|
%
|
111,848
|
0.4
|
%
|
92
|
%
|
|||||||||
Interest
expense
|
535,697
|
2.0
|
%
|
286,526
|
1.0
|
%
|
87
|
%
|
|||||||||
Interest
and other income
|
-
|
0.0
|
%
|
(9,098
|
)
|
0.0
|
%
|
-
|
|||||||||
Net
Income
|
$
|
444,342
|
1.7
|
%
|
$
|
695,044
|
2.5
|
%
|
-36
|
%
|
Thirty-nine
Weeks Ended
|
|||||||||||||||||
September
28, 2007
|
September
29, 2006
|
%
Change
|
|||||||||||||||
Revenue
|
$
|
74,421,054
|
$
|
45,997,405
|
62
|
%
|
|||||||||||
Cost
of staffing services
|
53,661,722
|
72.1
|
%
|
32,719,116
|
71.1
|
%
|
64
|
%
|
|||||||||
Gross
profit
|
20,759,332
|
27.9
|
%
|
13,278,289
|
28.9
|
%
|
56
|
%
|
|||||||||
Selling,
general and administrative services
|
22,984,458
|
30.9
|
%
|
13,650,147
|
29.7
|
%
|
68
|
%
|
|||||||||
Depreciation
and amortization
|
622,009
|
0.8
|
%
|
215,880
|
0.5
|
%
|
188
|
%
|
|||||||||
Interest
expense
|
1,108,957
|
1.5
|
%
|
365,994
|
0.8
|
%
|
203
|
%
|
|||||||||
Interest
and other income
|
-
|
0.0
|
%
|
(44,430
|
)
|
-0.1
|
%
|
-
|
|||||||||
Net
loss
|
$
|
(3,956,092
|
)
|
-5.3
|
%
|
$
|
(909,302
|
)
|
-2.0
|
%
|
335
|
%
|
Exhibit
10.1
|
Convertible
Promissory Note dated August 14, 2007 in the amount of
$500,000.
|
Exhibit 10.2 | Common Stock Purchase Warrant for 250,000 shares of stock exercisable at $1.50 per share. |
/s/Glenn Welstad |
President
and CEO
|
Glenn
Welstad
|
November
9, 2007
|
Signature |
Title
|
Printed
Name
|
Date
|
/s/Brad E. Herr |
CFO,
Principal Financial Officer
|
Brad
E. Herr
|
November
9, 2007
|
Signature |
Title
|
Printed
Name
|
Date
|