HireQuest, Inc. - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
quarterly period ended June
27, 2008
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
For
the
transition period from _____________ to ___________.
Commission
File Number: 000-53088
COMMAND
CENTER, INC.
(Exact
name of issuer as specified in its charter)
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)
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 twelve months, and (2) has been subject to such filing requirements
for the past ninety days.
Yes
x No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
definition of “large accelerated filer,” “accelerated filer,” and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
(Do
not check if smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
¨ No
x
The
number of shares of common stock outstanding on August 8, 2008 was 36,130,053
shares.
Command
Center, Inc.
Contents
FORM
10-Q
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Page
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|
PART
I
|
||
Item
1. Financial Statements (unaudited)
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||
Management
Statement
|
10-Q
Page 3
|
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Balance
Sheet at June 27, 2008 and December 28, 2007
|
10-Q
Page 4
|
|
Statements
of Operations for the thirteen and twenty-six week periods ended
June 27,
2008 and June 29, 2007
|
10-Q
Page 5
|
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Statements
of Cash Flows for the twenty-six week periods ended June 27, 2008
and June
29, 2007
|
10-Q
Page 6
|
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Notes
to Financial Statements
|
10-Q
Page 7
|
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Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
10-Q
Page 13
|
|
Item
3. Quantitative and Qualitative Disclosures about Market Risk
|
10-Q
Page 19
|
|
Item
4. Controls and Procedures
|
10-Q
Page 20
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Part
II
|
||
Item
2 Unregistered Sales of Equity Securities
|
10-Q
Page 21
|
|
Item
6. Exhibits and Reports on Form 8-K
|
10-Q
Page 22
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Signatures
|
10-Q
Page 22
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|
Certifications
|
|
10-Q
Page
2
PART
I
Item
1. Financial
Statements.
MANAGEMENT
STATEMENT
The
accompanying balance sheets of Command Center, Inc. as of June 27, 2008
(unaudited) and December 28, 2007, and the related statements of operations
and
cash flows for the thirteen and twenty-six week periods ended June 27, 2008
and
June 29, 2007 were prepared by Management of the Company.
The
accompanying financial statements should be read in conjunction with the audited
financial statements of Command Center, Inc. (the “Company”) as of and for the
52 weeks ended December 28, 2007, and the notes thereto contained in the
Company’s annual report on Form 10-KSB for the 52 weeks ended December 28, 2007,
filed with the Securities and Exchange Commission.
Management
Command
Center, Inc.
August
13, 2008
10-Q
Page
3
Command
Center, Inc.
Balance
Sheet
June 27, 2008
|
December 28, 2007
|
||||||
Unaudited
|
|||||||
Assets
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
|
$
|
2,507,985
|
$
|
580,918
|
|||
Accounts
receivable, net of allowance for bad debts of $500,000 at June 27,
2008
and December 28, 2007
|
8,657,753
|
9,079,222
|
|||||
Notes
and subscriptions receivable - current
|
173,313
|
1,953,882
|
|||||
Prepaid
expenses, deposits, and other
|
2,235,057
|
1,610,913
|
|||||
Current
portion of workers' compensation risk pool deposits
|
1,500,000
|
1,150,375
|
|||||
Total
current assets
|
15,074,108
|
14,375,310
|
|||||
PROPERTY
AND EQUIPMENT, NET
|
2,980,111
|
3,245,506
|
|||||
OTHER
ASSETS:
|
|||||||
Note
receivable - non-current
|
17,155
|
17,155
|
|||||
Workers'
compensation risk pool deposits
|
4,297,650
|
2,833,127
|
|||||
Goodwill
|
14,257,929
|
14,257,929
|
|||||
Intangible
assets - net
|
593,559
|
683,275
|
|||||
Total
other assets
|
19,166,293
|
17,791,486
|
|||||
$
|
37,220,512
|
$
|
35,412,302
|
||||
Liabilities
and Stockholders' Equity
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable
|
$
|
1,449,472
|
$
|
1,459,676
|
|||
Line
of credit facility
|
4,474,871
|
4,686,156
|
|||||
Accrued
wages and benefits
|
1,324,947
|
1,553,536
|
|||||
Advances
payable
|
-
|
100,000
|
|||||
Current
portion of notes payable, net of discount
|
1,916,944
|
230,032
|
|||||
Workers'
compensation insurance and risk pool deposits payable
|
3,046,443
|
-
|
|||||
Current
portion of workers' compensation claims liability
|
1,500,000
|
1,150,375
|
|||||
Total
current liabilities
|
13,712,677
|
9,179,775
|
|||||
LONG-TERM
LIABILITIES:
|
|||||||
Note
payable, less current portion
|
-
|
85,655
|
|||||
Finance
obligation
|
1,125,000
|
1,125,000
|
|||||
Workers'
compensation claims liability, less current portion
|
3,250,000
|
2,219,642
|
|||||
Total
long-term liabilities
|
4,375,000
|
3,430,297
|
|||||
COMMITMENTS
AND CONTINGENCIES (Notes 7 and 8)
|
|||||||
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; 36,130,053
and
35,725,050 shares issued and outstanding, respectively
|
36,130
|
35,725
|
|||||
Additional
paid-in capital
|
51,324,588
|
51,005,159
|
|||||
Accumulated
deficit
|
(32,227,883
|
)
|
(28,238,654
|
)
|
|||
Total
stockholders' equity
|
19,132,835
|
22,802,230
|
|||||
$
|
37,220,512
|
$
|
35,412,302
|
See
accompanying notes to unaudited financial statements.
10-Q
Page
4
Command
Center, Inc.
Statements
of Operations (Unaudited)
Thirteen Weeks Ended
|
Twenty-six Weeks Ended
|
||||||||||||
June 27, 2008
|
June 29, 2007
|
June 27, 2008
|
June 29, 2007
|
||||||||||
REVENUE:
|
|||||||||||||
Staffing
services revenue
|
$
|
21,092,331
|
$
|
25,061,008
|
$
|
40,927,729
|
$
|
47,915,408
|
|||||
Other
income
|
154,045
|
60,400
|
255,735
|
125,852
|
|||||||||
Total
revenue
|
21,246,376
|
25,121,408
|
41,183,464
|
48,041,260
|
|||||||||
COST
OF STAFFING SERVICES
|
16,296,123
|
17,899,936
|
31,364,658
|
35,188,446
|
|||||||||
GROSS
PROFIT
|
4,950,253
|
7,221,472
|
9,818,806
|
12,852,814
|
|||||||||
OPERATING
EXPENSES:
|
|||||||||||||
Compensation
and related expenses
|
3,288,251
|
4,633,082
|
7,302,186
|
9,214,599
|
|||||||||
Selling
and marketing expenses
|
218,073
|
354,043
|
524,098
|
844,721
|
|||||||||
Professional
expenses
|
136,660
|
405,797
|
548,425
|
941,085
|
|||||||||
Depreciation
and amortization
|
215,030
|
211,135
|
428,826
|
407,408
|
|||||||||
Rent
|
691,291
|
644,295
|
1,293,207
|
1,230,702
|
|||||||||
Other
expenses
|
1,656,871
|
1,910,935
|
3,419,880
|
4,041,473
|
|||||||||
Total
operating expenses
|
6,206,176
|
8,159,287
|
13,516,622
|
16,679,988
|
|||||||||
LOSS
FROM OPERATIONS
|
(1,255,923
|
)
|
(937,815
|
)
|
(3,697,816
|
)
|
(3,827,174
|
)
|
|||||
OTHER
INCOME (EXPENSE):
|
|||||||||||||
Interest
expense
|
(141,254
|
)
|
(384,154
|
)
|
(292,069
|
)
|
(582,912
|
)
|
|||||
Other
income (expense)
|
(5,278
|
)
|
2,301
|
656
|
9,652
|
||||||||
Total
other income (expense)
|
(146,532
|
)
|
(381,853
|
)
|
(291,413
|
)
|
(573,260
|
)
|
|||||
NET
LOSS
|
$
|
(1,402,455
|
)
|
$
|
(1,319,668
|
)
|
$
|
(3,989,229
|
)
|
$
|
(4,400,434
|
)
|
|
LOSS
PER SHARE - BASIC
|
$
|
(0.04
|
)
|
$
|
(0.06
|
)
|
$
|
(0.11
|
)
|
$
|
(0.19
|
)
|
|
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING
|
36,097,086
|
23,844,680
|
35,911,070
|
23,724,395
|
See
accompanying notes to unaudited financial statements.
10-Q
Page
5
Command
Center, Inc.
Statements
of Cash Flows (Unaudited)
Twenty-six
Weeks Ended
|
|||||||
June 27, 2008
|
June 29, 2007
|
||||||
Increase
(Decrease) in Cash
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
loss
|
$
|
(3,989,229
|
)
|
$
|
(4,400,434
|
)
|
|
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
|||||||
Depreciation
and amortization
|
429,538
|
407,408
|
|||||
Allowance
for bad debts
|
-
|
30,000
|
|||||
Stock
issued for interest and compensation
|
123,000
|
180,640
|
|||||
Changes
in assets and liabilities
|
|||||||
Accounts
receivable, net
|
421,469
|
(256,664
|
)
|
||||
Due
from affiliates
|
(171,640
|
)
|
-
|
||||
Prepaid
expenses, deposits and other
|
(624,144
|
)
|
(1,705,096
|
)
|
|||
Workers'
compensation risk pool deposits
|
(1,814,148
|
)
|
(3,162,607
|
)
|
|||
Accounts
payable - trade
|
(10,204
|
)
|
481,180
|
||||
Amounts
due to affiliates
|
-
|
(982,315
|
)
|
||||
Accrued
wages and benefits
|
(228,589
|
)
|
2,096,807
|
||||
Workers'
compensation insurance and risk pool deposits payable
|
3,046,443
|
3,351,815
|
|||||
Workers'
compensation claims liability
|
1,379,983
|
923,270
|
|||||
Total
adjustments
|
2,551,708
|
1,364,438
|
|||||
Net
cash used by operating activities
|
(1,437,521
|
)
|
(3,035,996
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchases
of property and equipment
|
(73,715
|
)
|
(406,559
|
)
|
|||
Purchase
of Anytime Labor
|
-
|
(247,500
|
)
|
||||
Collections
on note receivable
|
74,209
|
118,384
|
|||||
Net
cash provided by (used by) investing activities
|
494
|
(535,675
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Net
advances (payments) on line of credit facility
|
(211,285
|
)
|
286,414
|
||||
Change
in checks issued and outstanding
|
-
|
(849,396
|
)
|
||||
Proceeds
received from short-term note
|
1,740,000
|
2,115,279
|
|||||
Proceeds
allocated to warrants issued in connection with short-term
note
|
260,000
|
||||||
Collections
of common stock subscriptions
|
1,878,000
|
||||||
Sale
of common stock
|
-
|
730,000
|
|||||
Principal
payments on notes payable
|
(139,455
|
)
|
-
|
||||
Costs
of common stock offering and registration
|
(163,166
|
)
|
-
|
||||
Net
cash provided by financing activities
|
3,364,094
|
2,282,297
|
|||||
NET
INCREASE (DECREASE) IN CASH
|
1,927,067
|
(1,289,374
|
)
|
||||
CASH,
BEGINNING OF PERIOD
|
580,918
|
1,390,867
|
|||||
CASH,
END OF PERIOD
|
$
|
2,507,985
|
$
|
101,493
|
|||
NON-CASH
INVESTING AND FINANCING ACTIVITIES
|
|||||||
Common
stock issued for acquisition of:
|
|||||||
Prepaid
expenses
|
-
|
390,860
|
|||||
Assets
acquired in Anytime Labor purcahse
|
-
|
912,000
|
|||||
Total
|
$
|
-
|
$
|
1,302,860
|
|||
Debt
assumed in Anytime Labor purchase
|
$
|
-
|
$
|
252,500
|
See
accompanying notes to unaudited financial statements.
10-Q
Page
6
NOTE
1 — BASIS OF PRESENTATION:
The
accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America
and reflect all normal recurring adjustments which, in the opinion of Management
of the Company, are necessary to a fair presentation of the results for the
periods presented. The results of operations for such periods are not
necessarily indicative of the results expected for the full fiscal year or
any
future period. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ significantly from these estimates.
The
accompanying unaudited financial statements should be read in conjunction with
the audited financial statements of the Company as of and for the 52 weeks
ended
December 28, 2007, and the notes thereto contained in the Company’s annual
report on Form 10-KSB for the 52 weeks ended December 28, 2007, filed with
the
Securities and Exchange Commission. Certain items previously reported in
specific financial statement captions have been reclassified to conform to
the
2008 presentation.
NOTE
2 — RECENT ACCOUNTING PRONOUNCEMENTS:
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” or SFAS
No. 157. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. The standard is effective for
financial statements issued for fiscal years beginning after November 15,
2007 and interim periods within those fiscal years. The Company adopted SFAS
No. 157 for financial assets and liabilities effective December 29, 2007.
There was no impact to the Company’s financial statements upon adoption.
The
statement requires that fair value measurements be classified and disclosed
in
one of the three categories:
Level 1: |
Quoted
prices in active markets for identical assets and liabilities that
the
reporting entity has the ability to access at the measurement date;
|
Level 2: |
Inputs
other than quoted prices included within Level 1 that are observable
for
the asset or liability, either directly or indirectly; or
|
Level 3: |
Unobservable
inputs.
|
On
February 12, 2008, the FASB issued FASB Staff Position (FSP) FAS
No. 157-2. This FSP permits a delay in the effective date of SFAS
No. 157 to fiscal years beginning after November 15, 2008 for
nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis, at least annually. The Company does not believe that adoption of the
FSP
will have a material impact on the Company’s financial statements.
We
also
adopted the provisions of SFAS No. 159, “The Fair Value Option for Financial
Liabilities,” effective December 29, 2007. SFAS No. 159 permits entities to
choose to measure many financial assets and financial liabilities at fair value.
The adoption of SFAS No. 159 has not had a material effect on our financial
position or results of operations as of and for the thirteen weeks ended June
27, 2008.
10-Q
Page
7
In
December 2007, the FASB issued SFAS No. 141 (R), “Business Combinations.”
SFAS No. 141 (R) requires an acquirer to measure the
identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree at their fair values on the acquisition date, with
goodwill being the excess value over the net identifiable assets acquired.
It is effective for financial statements issued for fiscal years beginning
after December 15, 2008 and early adoption is prohibited. The Company has
not yet determined the effect on our financial statements, if any, upon adoption
of SFAS No. 141 (R).
On
March
19, 2008 the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities” (“SFAS 161”). SFAS 161 requires disclosures of the fair
value of derivative instruments and their gains and losses in a tabular format,
provides for enhanced disclosure of an entity’s liquidity by requiring
disclosure of derivative features that are credit-risk related, and requires
cross-referencing within footnotes to enable financial statement users to locate
information about derivative instruments. This statement is effective for fiscal
years and interim periods beginning after November 15, 2008.
NOTE
3 — EARNINGS PER SHARE:
The
Company accounts for its income (loss) per common share according to Statement
of Financial Accounting Standard No. 128, “Earnings Per Share” (“SFAS 128”).
Basic earnings per share is calculated by dividing net income or loss available
to common stockholders by the weighted average number of common shares
outstanding, and does not include the impact of any potentially dilutive common
stock equivalents. The Company had warrants and options for 7,762,803 shares
of
common stock outstanding at June 27, 2008. The company incurred a loss in the
twenty-six week period ended June 27, 2008. Accordingly, the warrant shares
are
anti-dilutive and only basic earnings per share is reported at June 27,
2008.
NOTE
4 — LINE OF CREDIT FACILITY:
On
May
12, 2006, we entered into an agreement with our principal lender for a financing
arrangement collateralized by eligible accounts receivable. Eligible accounts
receivable are generally defined to include accounts that are not more than
sixty days past due. The loan agreement includes limitations on customer
concentrations, accounts receivable with affiliated parties, accounts receivable
from governmental agencies in excess of 5% of the Company’s accounts receivable
balance, and when a customer’s aggregate past due account exceeds 50% of that
customer’s aggregate balance due. The lender will advance 85% of the invoiced
amount for eligible receivables. The credit facility includes a 1% facility
fee
payable annually, and a $1,500 monthly administrative fee. The financing bears
interest at the greater of the prime rate plus two and one half percent (prime
+2.5%) or 6.25% per annum. Our line of credit interest rate at June 27, 2008
was
7.5%. The loan agreement further provides that interest is due at the applicable
rate on the greater of the outstanding balance or $5,000,000. The credit
facility expires on April 7, 2009. In December 2006, the Company negotiated
an
increase in the maximum credit facility to $9,950,000. The loan agreement
includes certain financial covenants including a requirement that we maintain
a
working capital ratio of 1:1, that we maintain positive cash flow, that we
maintain a tangible net worth of $3,500,000, and that we achieve operating
results within a range of projected EBITDA. At June 27, 2008, we were not in
compliance with the EBITDA and tangible net worth covenants. Our lender has
waived compliance with the EBITDA and tangible net worth covenants as of June
27, 2008. The balance due our lender at June 27, 2008 was
$4,474,871.
10-Q
Page
8
NOTE
5 — WORKERS’ COMPENSATION INSURANCE AND RESERVES:
We
provide our temporary and permanent workers with workers’ compensation
insurance. Currently, we maintain large deductible workers’ compensation
insurance policies through AMS Staff Leasing II (“AMS”) and Arch Insurance
Group. The Arch Policy covers our workers in the State of California for the
period from June 27, 2008 through June 27, 2009. The AMS policy covers all
other
states (except the monopolistic states of Washington and North Dakota) for
the
premium year from May 13, 2008 through May 12, 2009. While we have primary
responsibility for all claims in non-monopolistic states, our insurance coverage
provides reimbursement for covered losses and expenses in excess of our
deductible. For workers’ compensation claims arising in self-insured states, our
workers’ compensation policy covers any claim in excess of the $250,000
deductible on a “per occurrence” basis. This results in our being substantially
self-insured. Prior to the inception of the AMS and Arch policies, we were
insured by American International Group (“AIG”).
Under
the
policies, we make payments into a risk pool fund to cover claims within our
self-insured layer. If our payments into the fund exceed our actual losses
over
the life of the claims, we may receive a refund of the excess risk pool
payments. Correspondingly, if our workers’ compensation reserve risk pool
deposits are less than the expected losses for any given policy period, we
may
be obligated to contribute additional funds to the risk pool fund.
The
workers’ compensation risk pool deposits totaled $5,797,650 as of June 27, 2008,
and were classified as current and non current assets based upon management’s
estimate of when the related claims liabilities will be paid. The deposits
have
not been discounted to present value in the accompanying financial statements.
Corresponding claims liabilities at June 27, 2008 amounted to
$4,750,000.
We
have
discounted the expected liability for future losses to present value using
a
discount rate of 3.5%, which approximates the risk free rate on US Treasury
instruments. Our expected future liabilities will be evaluated on a quarterly
basis and adjustments to these calculations will be made as
warranted.
Expected
losses will extend over the life of the longest lived claim which may be
outstanding for many years. As a new temporary staffing company, we have limited
experience with which to estimate the average length of time during which claims
will be open. As a result, our current actuarial analysis is based largely
on
industry averages which may not be applicable to our business. If our average
claims period is longer than industry average, our actual claims losses could
exceed our current estimates. Conversely, if our average claims period is
shorter than industry average, our actual claims could be less than current
reserves. For workers’ compensation claims originating in Washington and North
Dakota (our “monopolistic jurisdictions”) we pay workers’ compensation insurance
premiums and obtain full coverage under government administered programs. We
are
not the primary obligor on claims in these jurisdictions. Accordingly, our
financial statements do not reflect liability for workers’ compensation claims
in these jurisdictions.
Workers’
compensation expense is recorded as a component of our cost of services and
consists of the following components: self-insurance reserves net of the
discount, insurance premiums, and premiums paid in monopolistic jurisdictions.
Workers’ compensation expense for our temporary workers totaled $3,768,923 in
the twenty-six weeks ended June 27, 2008. Workers’ compensation expense in the
first two quarters of, 2008 was impacted significantly by claims relating to
the
policy year from May 12, 2006 through May 12, 2007. Our insurer has assigned
higher than anticipated future claims liabilities in connection with these
claims. We anticipate that expected future claims liabilities will moderate
over
time as we gain additional historical data regarding our settlements of these
claims.
10-Q
Page
9
NOTE
6 – SHORT-TERM DEBT:
On
June
24, 2008, the Company entered into an agreement with Sonoran Pacific Resources,
LLP to borrow $2,000,000 against a Promissory Note. The Note bears interest
at
15% per annum with interest only payments through January, 2009. The Note calls
for monthly payments of $400,000 plus accrued interest commencing on February
1,
2009. The note holder also received a warrant to purchase 1,000,000 shares
of
common stock at $0.45 per share. The warrant was valued at $260,000 using the
Black-Sholes pricing model based on assumptions about volatility, the risk
free
rate of return and the term of the warrants as set out in the agreement. The
warrant value, was recorded as note discount, and the note discount will be
amortized to interest expense over the life of the note. The warrant expires
on
July 1, 2011.
NOTE
7 —EVERYDAY STAFFING LLC TAX LIABILITIES:
On
June
30, 2006, the Company acquired three locations from Everyday Staffing LLC
(“Everyday Staffing”) in exchange for 1,459,441 shares of Command Center, Inc.
common stock. At the time of the acquisitions, Michael Moothart, controlling
member of the LLC represented that all tax liabilities of Everyday Staffing
had
been paid. As a result of the acquisitions, the Company booked a note payable
to
Everyday Staffing in the amount of $113,349. In early 2008, the Company received
notice from the State of Washington that Everyday Staffing owed certain tax
obligations to the State that that arose prior to the acquisition date of June
30, 2006. The State requested that the Company pay the amounts due under a
theory of successor liability. Subsequently, a second claim for successor
liability was received by the Company. These two claims are described below.
The
first
claim relates to business and occupations and excise tax obligations in the
approximate amount of $250,000. Upon receipt of the notice, the Company
contacted Mr. Moothart and demanded that he resolve the tax obligations. Mr.
Moothart indicated that the amount was in dispute and that his legal counsel
was
working on the matter. While Mr. Moothart was pursuing the matter through his
counsel, and in order to forestall a tax lien filing against Command, the
Company agreed to make payments on the debt with a corresponding offset to
the
Everyday Staffing note payable amount. The Company had discussions with Mr.
Moothart and Everyday Staffing and based on those discussions expected that
Everyday Staffing would be responsible for the tax obligation in excess of
the
amounts due Everyday Staffing under the note payable. In the thirteen weeks
ended June 27, 2008, the Company made payments on the business and occupations
and excise tax obligations totaling approximately $168,000. During this time,
the Company learned that Everyday was ignoring its obligations to the Company
and the State of Washington. At June 27, 2008, the total amount remaining due
to
the State of Washington for business and occupation and excise taxes was $84,185
and the receivable due from Everyday Staffing was $55,021. The Company has
recorded a liability for $84,185 and a receivable for $55,021 as of June 27,
2008 relating to this matter.
10-Q
Page
10
The
second claim relates to Everyday Staffing liabilities for industrial insurance
premiums that the State of Washington asserts were never paid by Everyday
Staffing. The claims against the Company are based on the theory of
successor liability. The Department of Labor and Industries has estimated
the
amount of the unpaid industrial insurance premiums at $1,203,948. The Company
and Everyday Staffing have disputed the amount due and the Company has referred
the matter to counsel. The amount claimed by the State is based on an audit
of
Everyday in which the auditor appears to have made arbitrary assignments
of
workers compensation job codes and other estimates of amounts due. The Company’s
review of Everyday Staffing financial records indicates that payments made
to
the State of Washington approximate the amounts that Everyday Staffing indicates
were owed for industrial insurance. This review is continuing. At this time,
the
amount of the claims and the Company’s responsibility for such claims remain in
dispute. Management intends to vigorously contest these claims and believes
that
the potential liability, if any, is not reasonably estimable at this time.
Accordingly, no liability has been established on the books of the Company
for
the amount claimed. Should the State of Washington prevail on its claims,
Management believes that the resulting liability will not have a material
adverse impact on the Company’s financial position, results of operations or
cash flows in future periods.
In
response to the state claims for payment of Everyday Staffing liabilities,
the
Company has recently filed a lawsuit against Everyday Staffing seeking
indemnification and monetary damages. The members of Everyday Staffing own
approximately 1,400,000 shares of Command Center, Inc. common stock which may
be
used to satisfy the Everyday Staffing tax obligations and/or the obligations
to
the Company. The Company has placed stop transfer instructions with the transfer
agent to restrict transfer of these shares pending resolution of the
obligations. Glenn Welstad, our CEO, has a minority interest in Everyday
Staffing.
NOTE
8 – COMMITMENTS
AND CONTINGENCIES:
Finance
obligation.
Our
finance obligation consists of debt owed to a former officer and director upon
the purchase of the Company’s headquarters. The terms of the agreement call for
lease payments of $10,000 per month commencing on January 1, 2006 for a period
of three years. The Company has the option anytime after January 1, 2008 to
purchase the building for $1,125,000 or continue to make payments of $10,000
for
another two years under the same terms. The Company accounts for the lease
payments as interest expense. The building is being depreciated over 30
years.
Contingent
payroll and other tax liabilities.
In May
and June 2006, we acquired operating assets for a number of temporary staffing
stores. The entities that owned and operated these stores received stock in
consideration of the transaction. As operating businesses prior to our
acquisition, each entity incurred obligations for payroll withholding taxes,
workers’ compensation insurance fund taxes, and other liabilities. We structured
the acquisition as an asset purchase and agreed to assume only the liability
for
each entity’s accounts receivable financing line of credit. We also obtained
representations that liabilities for payroll taxes and other liabilities not
assumed by the Company would be paid by the entities.
Since
the
acquisitions, it has come to our attention that certain tax obligations incurred
on operations prior to our acquisitions have not been paid. The entities that
sold us the assets (the “selling entities”) are primarily liable for these
obligations. The owners of the entities may also be liable. In most cases,
the
entities were owned or controlled by Glenn Welstad, our CEO.
10-Q
Page
11
Based
on
the information currently available, we estimate that the total state payroll
and other tax liabilities owed by the selling entities is between $400,000
and
$600,000 and that total payroll taxes due to the Internal Revenue Service is
between $500,000 and $600,000. Our outside legal counsel has advised us that
the
potential for successor liability on the IRS claims is remote.
We
have
not accrued any amounts for these contingent payroll and other tax liabilities
at June 27, 2008, except as described in Note 4. We have obtained
indemnification agreements from the selling entities for any liabilities
or
claims we incur as a result of these predecessor tax liabilities. We have
also
secured the indemnification agreement with a pledge of our common stock.
We
believe the selling entities and their principals have adequate resources
to
meet these obligations and have indicated through their actions to date that
they fully intend to pay the amounts due. We understand that the responsible
parties have entered into payment agreements on the many of the tax obligations
and expect to resolve these debts in full within the next twelve
months.
Pending
litigation.
The
Company’s former Chief Financial Officer has filed a lawsuit against the Company
for breach of his executive employment contract claiming that he was terminated
without cause and seeking damages of one year salary, attorney fees and certain
other relief. The matter is currently in the discovery phase. Management
of the
Company asserts that the former CFO was terminated for cause and is entitled
to
nothing under his executive employment agreement. Management intends to
vigorously defend this action and believes the loss, if any resulting from
the
suit will not have a material adverse impact on the Company’s financial
position, results of operations or cash flows in future periods. Accordingly,
no
liability or reserve has been established for this matter. Quarterly reviews
of
the case will be conducted and if it appears probable or reasonably possible
that the Company will incur liability on the former CFO’s claims, and the amount
is reasonably estimable, a liability reserve will be established.
Operating
leases.
The
Company leases store facilities, vehicles and equipment. Most of our store
leases have terms that extend over three to five years. Some of the leases
have
cancellation provisions that allow us to cancel on ninety day notice, and some
of the leases have been in existence long enough that the term has expired
and
we are currently occupying the premises on month-to-month tenancies. Lease
obligations for the next five years as of June 27, 2008 are:
Remainder
of 2008
|
$
|
754,603
|
||
2009
|
1,013,359
|
|||
2010
|
683,955
|
|||
2011
|
297,417
|
|||
2012
|
148,219
|
NOTE
9 – STOCKHOLDERS’ EQUITY:
During
the thirteen week period ended on June 27, 2008, the Company issued warrants
for
1,000,000 shares of common stock in conjunction with a short term loan agreement
where the Company borrowed $2,000,000 (see Note 6). We also issued 33,333 shares
of Common Stock relating to a stock subscription payable at $3.00 per share
that
was placed in 2006.
10-Q
Page
12
FORM
10-Q
Part
I, Item 2. Management’s Discussion and Analysis or Plan of
Operations.
Thirteen
Weeks Ended June 27, 2008 Compared to the Thirteen Weeks Ended June 29,
2007.
Revenue.
In the
thirteen weeks ended June 27, 2008, revenues were $21.2 million compared with
revenues of $25.1 million in the thirteen weeks ended June 29,
2007.
The
second quarter of 2008 continued to present a challenging business climate.
The
economic downturn in 2008 resulted in a broad based slowdown in our business
when compared to 2007. As a result of the worsening economic picture beginning
early in 2008, we took action to close a number of stores located in the hardest
hit areas and slowed our new store opening plan while we waited for the business
climate to improve. Store closures impacted top line revenue. We operated 62
store locations on June 27, 2008 compared to 74 locations at June 29, 2007.
We
operate in a market where we expect to see declines when the economy slows,
but
our experience indicates that the declines are typically short lived. As our
customers are faced with continuing orders, they turn to on-demand labor to
keep
deliveries on track, and our business typically rebounds. The 2008, the downturn
has been unusually severe and the expected rebound has taken longer to
occur.
Second
quarter improvement in activity levels at the store operations level is expected
to translate to continuing revenue growth in the remainder of 2008. Revenue
grew
to $21.2 million in the thirteen weeks ended June 27, 2008 compared to $19.9
million in the thirteen weeks ended March 28, 2008, an increase of 6.5%. We
spent the first two quarters of 2008 focusing on sales training, staffing
consolidation and reductions, and customer service and retention in order to
take advantage of available opportunities in a difficult economy and to be
well
positioned to take capitalize opportunities when the economy
recovers.
Industry
Mix.
The
broad based pullback in our business affected most industry sectors. As a
percentage of total revenue, comparing the thirteen weeks ended June 27, 2008
to
the thirteen weeks ended June 29, 2007, we saw increases in construction,
manufacturing, and services with decreases in transportation and other sectors.
In real dollar terms, however, we saw declines in gross revenues from
construction, manufacturing, services and transportation. Our size as a regional
provider of on-demand labor also impacted our business in areas that were hard
hit by the economic downturn.
Same
Store Sales.
Same
store sales in the thirteen weeks ended June 27, 2008 declined 9.9% compared
to
the thirteen weeks ended June 29, 2007. The following table reflects the quarter
over quarter comparison. The revenue totals do not include stores that were
not
open in both quarters.
Q2-2008
|
Q2-2007
|
Change
|
||||||||
Gross
Revenue
|
$
|
18,925,094
|
$
|
21,002,472
|
-9.9
|
%
|
10-Q
Page
13
As
noted
above, the decline in same store sales in the current quarter compared to the
year earlier period is attributable primarily to economic factors and fuel
costs
that caused our customers to take a conservative approach to staffing their
operations in the second quarter of 2008. Compared to the first quarter of
2008
which saw an 8.8% decline, we saw further erosion of sales in the second
quarter. We expect improvement in the third quarter as we enter our high season.
While the economic slowdown is a concern, we are targeting current sales efforts
on industries and geographic areas that are still strong and we expect our
business to improve in spite of a continuing slow down of the overall economy.
Store
Development.
We
opened one store and closed fourteen stores in the thirteen weeks ended June
27,
2008. We also closed six additional locations in July. We currently operate
62
stores in twenty states. Store closures are the result of the weak economy.
Closed stores were located in areas that were hardest hit by the economic
downturn or were located in areas with multiple locations where we were able
to
reduce costs while continuing to service our customers through our other
location(s) in that area. We are currently evaluating new store openings in
areas where we have existing customer demand. We are also focused on increasing
revenues in our remaining stores with sales and customer service training
programs.
We
expect
new stores to generate $800,000 in revenue in the first year of operations.
Our
normal new store ramp up expectation reflects a breakeven point at six
months.
Near
the
end of 2007, we prepared a business plan which provided for an aggressive store
opening schedule in anticipation of revenue growth in our existing stores
beginning early in 2008. Capital for new store growth was available from our
recently completed private offering which closed in November and December,
2007,
and we anticipated continuing growth in our business. As reflected above, our
business in the first half of 2008 has been significantly impacted by the
economic downturn. Our cash position was also impacted by collateral demands
by
our workers’ compensation insurance carrier relating to claims filed against the
first policy period from May 13, 2006 through May 12, 2007. These factors
combined to force a reassessment of our growth plans. In order to conserve
cash,
we embarked on an aggressive cost cutting program, closed a number of
non-performing stores, and froze our store opening plan.
Our
workers’ compensation costs remained high in the second quarter due to claims
filed in the first policy year from May 2006 through May 2007. We expect that
workers’ compensation costs will moderate in the third quarter and lower
workers’ compensation costs will translate into improved margins in the last
half of the year. Once we are consistently profitable, we will reevaluate the
store opening plan with a target of top line growth that produces bottom line
profitability. The high level of uncertainty in our markets will also factor
into our future business plans.
Cost
of Sales and Margins.
For the
thirteen weeks ended June 27, 2008, cost of sales totaled $16.3 million or
76.7%
of revenue generating margins of $5.0 million or 23.3% of revenue compared
to
cost of sales of $17.9 million or 71.3% of revenue and margins of $7.2 million
or 28.7% of revenue in the year earlier period. On-demand worker wages were
59.1%, and workers’ compensation expense was 9.5% of the total cost of sales
compared to 58.6% and 5.4%, respectively for the thirteen weeks ended June
29,
2007. Worker wages are in line with expectations for the period.
10-Q
Page
14
Workers compensation is 4.1% above our target as a result of claims activity on the remaining open claims from the policy year ending May 12, 2007 (the 2006/2007 Policy) and high reserve deposits levels established by our insurance carrier. The Company has 35 open claims on the 2006/2007 Policy. Our insurer has established reserves in the amount of approximately $2,000,000 to cover these potential future claims liabilities. Our assessment of the prospective future liability on these claims is substantially less than the reserves established by our insurer. Our workers compensation program has been in effect for two years and our limited operating history impacts the current estimate of future claims liabilities. Limited claims history results in application of industry wide standard loss development factors that are higher than we expect over the long term in our industry niche. We continue to monitor claims history and company wide experience in workers’ compensation. Incident rates have been trending down in the second and third policy periods. As we develop additional experience, we expect to see reduced workers compensation costs in future periods.
SG&A
Expenses. SG&A
expenses totaled $6.2 million or 29.2% of revenue compared to $8.2 million
or
32.5% of revenue in the year earlier period. The reduction in SG&A expenses
was driven primarily by reduced staffing costs and lower professional fees.
Staffing costs were 15.5% in the thirteen weeks ended June 27, 2008 compared
to
18.4% in the thirteen weeks ended June 29, 2007. Professional fees were 0.6%
in
the thirteen weeks ended June 27, 2008 compared to 1.6% in the thirteen weeks
ended June 29, 2007
Interest
and Other Expenses.
In the
thirteen weeks ended June 27, 2008, interest and other expenses decreased to
$146,532 or 0.7% of revenue compared to $381,853 or 1.5% of revenue in the
year
earlier period. The decrease is primarily the result of less borrowing against
the line of credit facility in 2008, and less reliance on other high interest
forms of borrowing.
Net
Loss.
In the
thirteen weeks ended June 27, 2008, the net loss was $1.4 million (6.6%)
compared to $1.3 million (5.3%) in the thirteen weeks ended June 29, 2007.
The
current period loss was impacted significantly additional reserve requirements
of our insurance carrier for workers’ compensation claims relating to the May
2006 to May 2007 policy period. Progress was made in the current period on
further cost reductions that we expect will translate into improved operating
results in the third quarter.
Twenty-six
Weeks Ended June 27, 2008 Compared to the Twenty-six Weeks Ended June 29,
2007.
Revenue.
In the
twenty-six weeks ended June 27, 2008, revenues were $41.2 million compared
with
revenues of $48.0 million in the twenty-six weeks ended June 29,
2007.
10-Q
Page
15
The first half of 2008 continued to present a challenging business climate. The economic downturn and higher fuel costs in 2008 resulted in a broad based slowdown in our business when compared to 2007. As a result of the worsening economic picture beginning early in 2008, we took action to close a number of stores located in the hardest hit areas and slowed our new store opening plan while we waited for the business climate to improve. Store closures impacted top line revenue. We operated 62 store locations on June 27, 2008 compared to 74 locations at June 29, 2007.
Industry
Mix.
The
broad based pullback in our business affected most industry sectors. As a
percentage of total revenue, comparing the twenty-six weeks ended June 27,
2008
to the twenty-six weeks ended June 29, 2007, we saw increases in construction,
manufacturing, and services with decreases in transportation and other sectors.
In real dollar terms, however, we saw declines in gross revenues from all
markets. Our size as a regional provider of on-demand labor also impacted our
business in areas that were hard hit by the economic downturn.
Same
Store Sales.
Same
store sales in the twenty-six weeks ended June 27, 2008 declined 9.4% compared
to the twenty-six weeks ended June 29, 2007. The following table reflects the
quarter over quarter comparison. The revenue totals do not include stores that
were not open in both quarters.
Twenty-six
Weeks -2008
|
Twenty-six
Weeks - 2007
|
Change
|
||||||||
Gross
Revenue
|
$
|
35,919,216
|
$
|
39,640,373
|
-9.4
|
%
|
As
noted
above, the decline in same store sales in the current quarter compared to the
year earlier period is attributable primarily to economic factors and fuel
costs
that caused our customers to take a conservative approach to staffing their
operations in the second quarter of 2008. Compared to the first quarter of
2008
which saw a 9.4% decline, we saw marginal improvement in the second quarter.
We
expect continuing improvement in the third quarter as we enter our high season.
While the economic slowdown is a concern, we are targeting current sales efforts
on industries and geographic areas that are still strong and we expect our
business to improve in spite of a continuing slow down of the overall economy.
Store
Development.
We
opened seven stores and closed twenty-three stores in the twenty-six weeks
ended
June 27, 2008. We also closed six additional locations in July. We currently
operate sixty-two stores in twenty states. Store closures are the result of
the
weak economy. Closed stores were located in areas that were hardest hit by
the
economic downturn or were located in areas with multiple locations where we
were
able to reduce costs while continuing to service our customers through our
other
location(s) in that area. We are currently evaluating new store openings in
areas where we have existing customer demand. We are also focused on increasing
revenues in our remaining stores with sales and customer service training
programs.
We
expect
new stores to generate $800,000 in revenue in the first year of operations.
Our
normal new store ramp up expectation reflects a breakeven point at six months.
Cost
of Sales and Margins.
For the
twenty-six weeks ended June 27, 2008, cost of sales totaled $31.4 million or
76.2% of revenue generating margins of $9.8 million or 23.8% of revenue compared
to cost of sales of $35.2 million or 73.2% of revenue and margins of $12.9
million or 26.8% of revenue in the year earlier period. On-demand worker wages
were 58.4%, and workers’ compensation expense was 9.2% of the total cost of
sales compared to 58.6% and 5.4%, respectively for the twenty-six weeks ended
June 29, 2007. Worker wages are in line with expectations for the period.
10-Q
Page
16
Workers
compensation is 3.7% above our target as a result of claims activity on the
remaining open claims from the policy year ending May 12, 2007 (the 2006/2007
Policy) and high reserve deposits levels established by our insurance carrier.
The Company has 35 open claims on the 2006/2007 Policy. Our insurer has
established reserves in the amount of approximately $2,000,000 to cover these
potential future claims liabilities. Our assessment of the prospective future
liability on these claims is substantially less than the reserves established
by
our insurer. Our workers compensation program has been in effect for two years
and our limited operating history impacts the current estimate of future claims
liabilities. Limited claims history results in application of industry wide
standard loss development factors that are higher than we expect over the long
term in our industry niche. We continue to monitor claims history and company
wide experience in workers’ compensation and are seeing incident rates trending
down and loss experience on the second and third policy periods. As we develop
additional experience, we expect to see reduced workers compensation costs
in
future periods.
SG&A
Expenses. SG&A
expenses totaled $13.5 million or 32.8% of revenue compared to $16.7 million
or
34.7% of revenue in the year earlier period. The reduction in SG&A expenses
was driven primarily by reduced staffing costs and lower professional fees.
Staffing costs were 17.73% in the twenty-six weeks ended June 27, 2008 compared
to 19.2% in the twenty-six weeks ended June 29, 2007. Professional fees were
1.3% in the twenty-six weeks ended June 27, 2008 compared to 2.0% in the
twenty-six weeks ended June 29, 2007
Interest
and Other Expenses.
In the
twenty-six weeks ended June 27, 2008, interest and other expenses decreased
to
$291,413 or 0.7% of revenue compared to $573,260 or 1.2% of revenue in the
year
earlier period. The decrease is primarily the result of less borrowing against
the line of credit facility in 2008, and less reliance on other high interest
forms of borrowing.
Net
Loss.
In the
twenty-six weeks ended June 27, 2008, the net loss was $4.0 million (9.7%)
compared to $4.4 million (9.2%) in the twenty-six weeks ended June 29, 2007.
The
current period loss was impacted significantly by the unusual activity in
workers’ compensation claims relating to the May 2006 to May 2007 policy period.
Progress was made in the current period on further cost reductions that we
expect will translate into improved operating results in the third quarter.
Cash
Flow from Operations.
In the
twenty-six weeks ended June 27, 2008, we used approximately $1.4 million in
operations. In the same period of 2007, we used approximately $3.0 million
in
our operations. The reduction in cash used in operations is primarily
attributable to our cost reduction efforts and right sizing of our field
operations and operations support teams to match our revenue during the current
economic downturn.
10-Q
Page
17
Liquidity
and Capital Resources
At
June
27, 2008, we had total current assets of $15.1 million and $13.7 million in
current liabilities. We had cash of $2.5 million and approximately $330,000
available under our line of credit facility.
Days
sales outstanding on our trade accounts receivable at June 27, 2008, was 38.8
days; actual bad debt write-off expense as a percentage of total customer
invoices during the twenty-six weeks ended June 27, 2008 was 0.1%. Our accounts
receivable are recorded at the invoiced amounts. We regularly review our
accounts receivable for collectibility. The allowance for doubtful accounts
is
determined based on historical write-off experience and current economic data
and represents our best estimate of the amount of probable losses on our
accounts receivable. The allowance for doubtful accounts is reviewed quarterly.
We typically refer overdue balances to a collection agency at ninety days and
the collection agent pursues collection for another thirty days. Most balances
over 120 days past due are written off when it is probable the receivable will
not be collected. As our business matures, we will continue to monitor and
seek
to improve our historical collection ratio and aging experience with respect
to
trade accounts receivable. As we grow our historical collection ratio and aging
experience with respect to trade accounts receivable will continue to be
important factors affecting our liquidity.
We
currently operate under a $9,950,000 line of credit facility with our principal
lender for accounts receivable financing. The credit facility is collateralized
with accounts receivable and entitles us to borrow up to 85% of the value of
eligible receivables. Eligible accounts receivable are generally defined to
include accounts that are not more than sixty days past due. The line of credit
agreement includes limitations on customer concentrations, accounts receivable
with affiliated parties, accounts receivable from governmental agencies in
excess of 5% of the Company’s accounts receivable balance, and when a customer’s
aggregate past due account exceed 50% of that customer’s aggregate balance due.
The credit facility includes a 1% facility fee payable annually, and a $1,500
monthly administrative fee. The financing bears interest at the greater of
the
prime rate plus two and one half percent (prime +2.5%) or 6.25% per annum.
Prime
is defined by the Wall Street Journal, Money Rates Section. Our line of credit
interest rate at June 27, 2008 was 7.5%. The loan agreement further provides
that interest is due at the applicable rate on the greater of the outstanding
balance or $5,000,000. The credit facility expires on April 7, 2009. The balance
due our lender at June 27, 2008 was $4,474,871.
The
line
of credit facility agreement contains certain financial covenants including
a
requirement that we maintain a working capital ratio of 1:1, that we maintain
positive cash flow, that we maintain a tangible net worth of $3,500,000, and
that we maintain a rolling average EBITDA of 75% of our projections. At June
27,
2008, we were not in compliance with the EBITDA requirement. Our lender waived
compliance with the EBITDA covenants and the line of credit was in good standing
as of June 27, 2008.
10-Q
Page
18
As
discussed elsewhere in this Quarterly Report, we acquired operating assets
in
2006 from a number of entities that were previously our franchisees. We have
been notified of the existence of payroll tax liabilities owed by the
franchisees and have included footnote disclosure in our financial statements
of
the potential contingent liability that may exist. Based on the information
currently available, we estimate that the total state payroll and other tax
liabilities owed by the selling entities is between $400,000 and $600,000 and
that total payroll taxes due to the Internal Revenue Service is between $500,000
and $600,000. Our outside legal counsel has advised us that the potential for
successor liability on the IRS claims is remote.
We
have
not accrued any amounts for these contingent payroll and other tax liabilities
at June 27, 2008, except for the balance owed by Everyday Staffing LLC in excess
of amounts we owed Everyday as described in Note 7 to the Financial Statements
appearing in this quarterly report. We have obtained indemnification agreements
from the selling entities for any liabilities or claims we incur as a result
of
these predecessor tax liabilities. We have also secured the indemnification
agreement with a pledge of our Common Stock. We believe the selling entities
and
their principal members have adequate resources to meet these obligations and
have indicated through their actions to date that they fully intend to pay
the
amounts due. We understand that the responsible parties have entered into
payment agreements for many of the tax obligations and expect to resolve these
debts in full within the next twelve months.
Our
current liquidity could be impacted if we are considered to be a successor
to
these payroll tax obligations. Liability as a successor on these payroll tax
obligations may also constitute a default under our line of credit facility
agreement with our principal lender creating a further negative impact on our
liquidity.
We
may
require additional capital to fund operations during fiscal year 2008. Our
capital needs will depend on the number of new stores we elect to open during
the year, capital requirements to fund our workers compensation insurance,
store
operating performance, our ability to control costs while we execute our growth
plans, and the impact on our business from a general economic slowdown and/or
recovery cycle. We currently have approximately 7.7 million warrants outstanding
which may offer a source of additional capital at a future date upon exercise.
Management will continue to evaluate capital needs and sources of capital as
we
execute our business plan in 2008.
If
we
require additional capital in 2008 or thereafter, no assurances can be given
that we will be able to find additional capital on acceptable terms. If
additional capital is not available, we may be forced to scale back operations,
lay off personnel, slow planned growth initiatives, and take other actions
to
reduce our capital requirements, all of which will impact our profitability
and
long term viability.
Item
3. Quantitative and Qualitative Disclosures about Market
Risk.
We
do not
believe that our business is currently subject to material exposure from the
fluctuation in interest rates.
10-Q
Page
19
Item
4. Controls and Procedures.
Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on a general framework developed by management with
reference to general business, accounting and financial reporting
principles.
Based
upon this evaluation, we determined that there were no material weaknesses
affecting our internal controls over financial reporting but that there were
deficiencies in our disclosure controls and procedures as of June 27, 2008.
The
deficiencies noted below are being addressed through our remediation initiatives
which are also described below. We believe that our financial information,
notwithstanding the internal control deficiencies noted, accurately and fairly
presents our financial condition and results of operations for the periods
presented.
·
|
As
a young Company, we continue to face challenges with hiring and retaining
qualified personnel in the finance department. Limitations in both
the
number of personnel currently staffing the finance department, and
in the
skill sets employed by such persons, create difficulties in the
segregation of duties essential for sound internal controls.
|
·
|
Documentation
of proper accounting procedures is not yet complete and some of the
documentation that exists has not yet been reviewed or approved by
management, or has not been properly communicated and made available
to
employees responsible for portions of the internal control
system.
|
Management’s
Remediation Initiatives
We
made
substantial progress on our internal control processes during 2007 and through
the first two quarters of 2008. We have implemented new reconciliation
procedures to ensure that information is properly transferred to the accounting
system. We have retained experts when necessary to address complex transactions.
Management believes that actions taken and the follow-up that will occur during
2008 collectively will effectively eliminate the above
deficiencies.
During
the remainder of 2008, we plan to conduct quarterly assessments of our controls
over financial reporting using criteria established in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). In connection with these
assessments, we will document all significant accounting procedures and
determine whether they are designed effectively and are operating as designed.
Our assessment of internal controls over financial reporting will be subject
to
audit for the fifty-two week period ending December 25, 2009.
10-Q
Page
20
Our
management and Board of Directors does not expect that our disclosure
controls and procedures or internal control over financial reporting will
prevent all errors or all instances of fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system’s objectives will be met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because
of
the inherent limitations in all control systems, no evaluation of controls
can
provide absolute assurance that all control gaps and instances of fraud have
been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of
simple errors or mistakes. Controls can also be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based in
part
upon certain assumptions about the likelihood of future events, and any design
may not succeed in achieving its stated goals under all potential future
conditions.
Changes
in internal control over financial reporting.
Except
as
noted above, there have been no changes during the thirteen weeks ended June
27,
2008 in the Company’s internal controls over financial reporting that have
materially affected, or are reasonably likely to materially affect, internal
controls over financial reporting.
PART
II
Item
2. Unregistered Sales of Equity Securities.
In
the
thirteen week period ended on June 27, 2008, the Company issued an aggregate
of
33,333 shares of Common Stock. The shares of Common Stock were issued for an
investment in a private offering that occurred in 2006. The investment proceeds
were received in 2006 but the paper work associated with the investment was
not
processed until the Company was contacted by the investor. The sale of
unregistered securities was made in reliance on exemptions from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”),
Rule 506 of Regulation D adopted under the Act, and various state blue sky
exemptions. The investor acquired the securities for investment purposes only
and not with a view to resale. The certificates representing the shares bear
a
restrictive stock legend and were sold in private transactions without the
use
of advertising or other form of public solicitation.
10-Q
Page
21
Item
6. Exhibits and Reports on Form 8-K.
a. Exhibit
Index
Exhibit No.
|
Description
|
Page
#
|
||
31.1
|
Certification
of Glenn Welstad, 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.
|
|
||
31.2
|
Certification
of Brad E. Herr, 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.
|
|
||
32.1
|
Certification
of Glenn Welstad, Chief Executive 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.
|
|
||
32.1
|
|
Certification
of Brad E. Herr, 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.
|
|
|
b. Reports
on Form 8-K
During
the quarter ended June 27, 2008, the Company filed the following reports on
Form
8-K:
Report
on
Form 8-K dated June 24, 2008 reporting information under Items 1.01, 2.03,
7.01
and 9.01 relating to an agreement to borrow $2,000,000 on a short-term
note.
Report
on
Form 8-K dated June 23, 2008 reporting information under Items 5.02, 7.01 and
9.01 relating to the resignation of Thomas E. Gilbert as a director and the
appointment of John Schneller to fill the vacancy created by Mr. Gilbert’s
resignation..
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
COMMAND
CENTER, INC.
/s/Glenn
Welstad
|
President
and CEO
|
Glenn
Welstad
|
August
13, 2008
|
Signature
|
Title
|
Printed
Name
|
Date
|
/s/Brad
E. Herr
|
CFO,
Principal Financial Officer
|
Brad
E. Herr
|
August
13, 2008
|
Signature
|
Title
|
Printed
Name
|
Date
|
10-Q
Page
22