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Washington
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91-2079472
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(State
of incorporation)
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(I.R.S.
Employer Identification No.)
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3609 S. Wadsworth Blvd., Suite 250, Lakewood, CO
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80235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Page
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PART I. FINANCIAL INFORMATION
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3
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4
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5
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6
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13
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16
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16
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PART II. OTHER INFORMATION
|
||
|
17
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|
17
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||
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17
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||
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17
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17
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18
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18
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19
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June
29,
2018
|
December
29,
2017
|
|
ASSETS
|
(unaudited)
|
|
|
Current
assets
|
|
|
|
Cash
|
$
5,759,456
|
$
7,768,631
|
|
Restricted
cash
|
57,868
|
12,853
|
|
Accounts
receivable, net of allowance for doubtful accounts of $216,949 and
$281,932, respectively
|
9,450,198
|
9,394,376
|
|
Prepaid expenses,
deposits and other assets
|
739,692
|
740,280
|
|
Prepaid workers'
compensation
|
481,465
|
167,597
|
|
Other
receivables
|
239,852
|
-
|
|
Current portion of
workers' compensation deposits
|
-
|
99,624
|
|
Total current
assets
|
16,728,531
|
18,183,361
|
|
Property and
equipment, net
|
363,467
|
372,145
|
|
Deferred tax
asset
|
1,111,571
|
721,602
|
|
Workers'
compensation risk pool deposit, less current portion
|
201,563
|
201,563
|
|
Workers'
compensation risk pool deposit in receivership, net
|
260,000
|
1,800,000
|
|
Goodwill and other
intangible assets, net
|
3,984,773
|
4,085,576
|
|
Total
assets
|
$
22,649,905
|
$
25,364,247
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
Current
liabilities
|
|
|
|
Accounts
payable
|
$
290,396
|
$
563,402
|
|
Account purchase
agreement facility
|
-
|
853,562
|
|
Other current
liabilities
|
533,310
|
898,809
|
|
Accrued wages and
benefits
|
1,629,525
|
1,503,688
|
|
Current portion of
workers' compensation claims liability
|
998,419
|
1,031,500
|
|
Total current
liabilities
|
3,451,650
|
4,850,961
|
|
Workers'
compensation claims liability, less current portion
|
1,001,208
|
917,497
|
|
Total
liabilities
|
4,452,858
|
5,768,458
|
|
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; 4,878,592 and
4,993,672 shares issued and outstanding, respectively
|
4,878
|
4,994
|
|
Additional paid-in
capital
|
55,470,964
|
56,211,837
|
|
Accumulated
deficit
|
(37,278,795
)
|
(36,621,042
)
|
|
Total stockholders'
equity
|
18,197,047
|
19,595,789
|
|
Total liabilities
and stockholders' equity
|
$
22,649,905
|
$
25,364,247
|
|
|
Thirteen weeks ended
|
Twenty-six weeks ended
|
||
|
|
June 29,
2018
|
June 30,
2017
|
June 29,
2018
|
June 30,
2017
|
|
Revenue
|
$
24,175,985
|
$
24,503,660
|
$
46,643,383
|
$
46,851,909
|
|
Cost
of staffing services
|
17,898,665
|
18,010,803
|
34,771,996
|
34,620,818
|
|
Gross
profit
|
6,277,320
|
6,492,857
|
11,871,387
|
12,231,091
|
|
Selling,
general and administrative expenses
|
5,368,908
|
5,164,512
|
12,582,528
|
10,508,119
|
|
Depreciation
and amortization
|
87,926
|
96,277
|
180,517
|
191,827
|
|
Income
(loss) from operations
|
820,486
|
1,232,068
|
(891,658
)
|
1,531,145
|
|
Interest
expense and other financing expense
|
267
|
1,225
|
2,430
|
1,229
|
|
Net income (loss)
before income taxes
|
820,219
|
1,230,843
|
(894,088
)
|
1,529,916
|
|
Provision (benefit)
for income taxes
|
256,972
|
495,947
|
(239,646
)
|
612,568
|
|
Net income
(loss)
|
$
563,247
|
$
734,896
|
$
(654,442
)
|
$
917,348
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
Basic
|
$
0.11
|
$
0.15
|
$
(0.13
)
|
$
0.18
|
|
Diluted
|
$
0.11
|
$
0.14
|
$
(0.13
)
|
$
0.18
|
|
|
|
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|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
Basic
|
4,924,245
|
5,025,676
|
4,953,701
|
5,025,532
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|
Diluted
|
4,931,201
|
5,079,969
|
4,953,701
|
5,083,434
|
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|
Twenty-six weeks ended
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|
June 29,
2018
|
June 30,
2017
|
|
Cash flows from operating activities
|
|
|
|
Net
(loss) income
|
$
(654,442
)
|
$
917,348
|
|
Adjustments
to reconcile net income to net cash used in
operations:
|
|
|
|
Depreciation
and amortization
|
180,517
|
191,827
|
|
Provision
for bad debt
|
6,115
|
(542,112
)
|
|
Stock
based compensation
|
218,221
|
17,787
|
|
Reserve
on workers' compensation risk pool deposit in
receivership
|
1,540,000
|
-
|
|
Cumulative
effect of accounting change
|
(3,311
)
|
-
|
|
Deferred
tax asset
|
(389,969
)
|
612,568
|
|
Gain
on disposition of property and equipment
|
(5,684
)
|
-
|
|
Changes
in operating assets and liabilities:
|
|
|
|
Accounts
receivable
|
(61,936
)
|
310,915
|
|
Prepaid
expenses, deposits, and other assets
|
587
|
(98,440
)
|
|
Prepaid
workers' compensation
|
(313,868
)
|
21,494
|
|
Accounts
payable
|
(273,006
)
|
(77,010
)
|
|
Other
current liabilities
|
(365,499
)
|
735
|
|
Accrued
wages and benefits
|
(114,833
)
|
211,902
|
|
Workers'
compensation risk pool deposits
|
99,624
|
6,932
|
|
Workers'
compensation claims liability
|
50,629
|
(638,877
)
|
|
Net
cash (used in) provided by operating activities
|
(86,855
)
|
935,069
|
|
Cash flows from investing activities
|
|
|
|
Purchase
of property and equipment
|
(84,851
)
|
(100,547
)
|
|
Proceeds
from the sale of property and equipment
|
19,500
|
-
|
|
Net
cash used in investing activities
|
(65,351
)
|
(100,547
)
|
|
Cash flows from financing activities
|
|
|
|
Net
change in account purchase agreement facility
|
(1,093,414
)
|
222,683
|
|
Purchase
of treasury stock
|
(718,540
)
|
-
|
|
Net
cash (used in) provided by financing activities
|
(1,811,954
)
|
222,683
|
|
Net (decrease) increase in cash
|
(1,964,160
)
|
1,057,205
|
|
Cash, beginning of period
|
7,781,484
|
3,047,417
|
|
Cash, end of period
|
$
5,817,324
|
$
4,104,622
|
|
Supplemental disclosure of non-cash activities
|
|
|
|
Purchase
of vested stock options
|
240,670
|
-
|
|
Common
stock issued for services
|
62,436
|
315
|
|
Supplemental disclosure of cash flow information
|
|
|
|
Interest
paid
|
2,576
|
1,229
|
|
Income
taxes paid
|
2,284
|
248,020
|
|
|
Thirteen weeks ended
|
|||
|
|
June 29, 2018
|
June 30, 2017
|
||
|
Industrial,
manufacturing and warehousing
|
$
8,557
|
35.0
%
|
$
8,041
|
33.0
%
|
|
Construction
|
4,442
|
18.0
%
|
5,383
|
22.0
%
|
|
Hospitality
|
4,046
|
17.0
%
|
4,825
|
20.0
%
|
|
Transportation
|
3,503
|
15.0
%
|
3,332
|
13.0
%
|
|
Retail
and Other
|
3,628
|
15.0
%
|
2,923
|
12.0
%
|
|
Total
|
$
24,176
|
100.0
%
|
$
24,504
|
100.0
%
|
|
|
Twenty-six weeks ended
|
|||
|
|
June 29, 2018
|
June 30, 2017
|
||
|
Industrial,
manufacturing and warehousing
|
$
17,185
|
36.0
%
|
$
15,295
|
33.0
%
|
|
Construction
|
8,486
|
18.0
%
|
9,498
|
20.0
%
|
|
Hospitality
|
7,793
|
17.0
%
|
9,098
|
19.0
%
|
|
Transportation
|
7,252
|
16.0
%
|
6,955
|
15.0
%
|
|
Retail
and Other
|
5,927
|
13.0
%
|
6,006
|
13.0
%
|
|
Total
|
$
46,643
|
100.0
%
|
$
46,852
|
100.0
%
|
|
|
Thirteen
weeks ended
|
Twenty-six
weeks ended
|
||
|
|
June 29,
2018
|
June 30,
2017
|
June 29,
2018
|
June 30,
2017
|
|
Weighted
average number of common shares used in basic net income (loss) per
common share
|
4,924,245
|
5,025,676
|
4,953,701
|
5,025,532
|
|
Dilutive
effects of stock options
|
6,956
|
54,293
|
-
|
57,902
|
|
Weighted
average number of common shares used in diluted net income (loss)
per common share
|
4,931,201
|
5,079,969
|
4,953,701
|
5,083,434
|
|
|
June 29,
2018
|
December 29,
2017
|
|
Goodwill
|
$
3,777,568
|
$
3,777,568
|
|
Intangible
assets
|
659,564
|
659,564
|
|
Accumulated
amortization
|
(452,359
)
|
(351,556
)
|
|
Goodwill
and other intangible assets, net
|
$
3,984,773
|
$
4,085,576
|
|
|
Number of shares underlying options
|
Weighted average exercise price per share
|
Weighted average grant date fair value
|
|
Outstanding,
December 29, 2017
|
254,995
|
$
4.49
|
$
2.68
|
|
Granted
|
117,500
|
5.67
|
3.15
|
|
Forfeited
|
(21,875
)
|
6.15
|
3.31
|
|
Expired
|
(148,958
)
|
3.21
|
2.28
|
|
Outstanding,
June 29, 2018
|
201,662
|
5.94
|
3.18
|
|
|
Number of shares underlying options
|
Weighted average exercise price per share
|
Weighted average grant date fair value
|
|
Non-vested,
December 29, 2017
|
63,539
|
$
5.47
|
$
2.86
|
|
Granted
|
117,500
|
5.67
|
3.15
|
|
Forfeited
|
(21,875
)
|
6.15
|
3.31
|
|
Vested
|
(29,375
)
|
5.67
|
3.15
|
|
Non-vested,
June 29, 2018
|
129,789
|
5.49
|
2.98
|
|
|
Number
of shares underlying options
|
Weighted
average exercise price per share
|
Weighted
average remaining contractual life (years)
|
Aggregate
intrinsic value
|
|
Outstanding
|
201,662
|
$
5.94
|
8.70
|
$
749,737
|
|
Exercisable
|
71,873
|
6.76
|
7.13
|
9,937
|
|
|
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 |
171,664
|
9.62
|
42,916
|
9.62
|
| $7.01-8.76 |
29,998
|
3.44
|
28,957
|
3.44
|
|
|
201,662
|
8.70
|
71,873
|
7.13
|
|
|
Total
shares purchased
|
Average
price per share
|
Total
number of shares purchased as part of publicly announced
plans
|
Approximate
remaining dollar value of shares that may be purchased under the
plan
|
|
Period 4 (March 31,
2018 to April 27, 2018)
|
34,310
|
$
5.67
|
637,843
|
$
4,302,380
|
|
Period 5 (April 28,
2018 to May 25, 2018)
|
26,382
|
5.77
|
664,225
|
4,150,262
|
|
Period 6 (May 26,
2018 to June 29, 2018)
|
42,900
|
5.66
|
707,125
|
3,907,442
|
|
Total
|
103,592
|
5.69
|
|
|
|
|
Thirteen weeks ended
|
|||
|
|
June 29, 2018
|
June 30, 2017
|
||
|
Revenue
|
$
24,176
|
100.0
%
|
$
24,504
|
100.0
%
|
|
Cost
of staffing services
|
17,899
|
74.0
%
|
18,011
|
73.5
%
|
|
Gross
profit
|
6,277
|
26.0
%
|
6,493
|
26.5
%
|
|
Selling,
general and administrative expenses
|
5,369
|
22.2
%
|
5,165
|
21.1
%
|
|
Depreciation
and amortization
|
88
|
0.4
%
|
96
|
0.4
%
|
|
Income
from operations
|
820
|
3.4
%
|
1,232
|
5.0
%
|
|
Interest
expense and other financing expense
|
-
|
0.0
%
|
1
|
0.0
%
|
|
Net income before
income taxes
|
820
|
3.4
%
|
1,231
|
5.0
%
|
|
Provision for
income taxes
|
257
|
1.1
%
|
496
|
2.0
%
|
|
Net
income
|
$
563
|
2.3
%
|
$
735
|
3.0
%
|
|
Non-GAAP
data
|
|
|
|
|
|
EBITDA
|
$
908
|
3.8
%
|
$
1,328
|
5.4
%
|
|
Adjusted EBITDA
|
1,295
|
5.4
%
|
1,336
|
5.5
%
|
|
|
Twenty-six weeks ended
|
|||
|
|
June 29, 2018
|
June 30, 2017
|
||
|
Revenue
|
$
46,643
|
100.0
%
|
$
46,852
|
100.0
%
|
|
Cost
of staffing services
|
34,772
|
74.5
%
|
34,621
|
73.9
%
|
|
Gross
profit
|
11,871
|
25.5
%
|
12,231
|
26.1
%
|
|
Selling,
general and administrative expenses
|
12,582
|
27.0
%
|
10,508
|
22.4
%
|
|
Depreciation
and amortization
|
181
|
0.4
%
|
192
|
0.4
%
|
|
Income
(loss) from operations
|
(892
)
|
(1.9
)%
|
1,531
|
3.3
%
|
|
Interest
expense and other financing expense
|
2
|
0.0
%
|
1
|
0.0
%
|
|
Net income (loss)
before income taxes
|
(894
)
|
(1.9
)%
|
1,530
|
3.3
%
|
|
Provision (benefit)
for income taxes
|
(240
)
|
(0.5
)%
|
613
|
1.3
%
|
|
Net (loss)
income
|
$
(654
)
|
(1.4
)%
|
$
917
|
2.0
%
|
|
Non-GAAP
data
|
|
|
|
|
|
EBITDA
|
$
(711
)
|
(1.5
)%
|
$
1,723
|
3.7
%
|
|
Adjusted
EBITDA
|
1,712
|
3.7
%
|
1,741
|
3.7
%
|
|
|
Thirteen weeks ended
|
Twenty-six weeks ended
|
||
|
|
June 29,
2018
|
June 30,
2017
|
June 29,
2018
|
June 30,
2017
|
|
Net
income (loss)
|
$
563
|
$
735
|
$
(654
)
|
$
917
|
|
Interest
expense
|
-
|
1
|
2
|
1
|
|
Provision
(benefit) for income taxes
|
257
|
496
|
(240
)
|
613
|
|
Depreciation
and amortization
|
88
|
96
|
181
|
192
|
|
EBITDA
|
908
|
1,328
|
(711
)
|
1,723
|
|
Non-cash
compensation
|
192
|
8
|
218
|
18
|
|
Reserve
for workers' compensation deposit
|
|
-
|
1,540
|
-
|
|
Proxy
settlement
|
100
|
-
|
100
|
-
|
|
Executive severance
|
95
|
-
|
565
|
-
|
|
Adjusted EBITDA
|
$
1,295
|
$
1,336
|
$
1,712
|
$
1,741
|
|
|
Total
shares purchased
|
Average
price per share
|
Total
number of shares purchased as part of publicly announced
plan
|
Approximate
dollar value of shares that may yet be purchased under the
plan
|
|
Period 4 (March 31,
2018 to April 27, 2018)
|
34,310
|
$
5.67
|
637,843
|
$
4,302,380
|
|
Period 5 (April 28,
2018 to May 25, 2018)
|
26,382
|
5.77
|
664,225
|
4,150,262
|
|
Period 6 (May 26,
2018 to June 29, 2018)
|
42,900
|
5.66
|
707,125
|
3,907,442
|
|
Total
|
103,592
|
5.69
|
|
|
|
Audit Committee
|
|
Compensation Committee
|
|
Nominating and Governance Committee
|
|
Strategic Alternatives Committee
|
|
|
Galen Vetter (Chair)
|
|
Steven Bathgate (Chair)
|
|
JD Smith (Chair)
|
|
R.
Rimmy Malhotra
(Chair)
|
|
|
Steven P. Oman
|
|
Larry Hagenbuch
|
|
Steven P. Oman
|
|
Steven Bathgate
|
|
|
Larry Hagenbuch
|
|
R. Rimmy Malhotra
|
|
Galen Vetter
|
|
JD
Smith
|
|
|
|
|
|
|
|
|
Larry Hagenbuch
|
|
|
Exhibit No.
|
|
Description
|
|
|
Employment Agreement between the Company and Richard K. Coleman,
Jr. effective April 1, 2018. Incorporated by reference to Exhibit
10.1 to Form 8-K as filed on April 2, 2018.
|
|
|
|
Severance Agreement between Command Center, Inc. and Frederick
Sandford dated March 28, 2018. Incorporated by reference to
Exhibit 10.2 to Form 8-K as filed on April 3, 2018.
|
|
|
|
Settlement Agreement, dated April 16, 2018, among Command Center,
Inc., Ephraim Fields, Echo Lake Capital, Keith Rosenbloom, Lawrence
F. Hagenbuch, Randall Bort, and Sean Gelston. Incorporated by
reference to Exhibit 10.3 to Form 8-K as filed on April 18,
2018.
|
|
|
|
Certification of Richard K. Coleman, Jr., 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.
|
|
|
|
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.
|
|
|
|
Certification of Richard K. Coleman, Jr., 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.
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
/s/ Richard K.
Coleman, Jr.
|
|
August 13,
2018
|
|
Richard K. Coleman, Jr
|
|
Date
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ Cory
Smith
|
|
August 13,
2018
|
|
Cory Smith
|
|
Date
|
|
Chief
Financial Officer
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|