UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,
2015
or
¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________
to _________
Commission File Number 001-33525
COMMAND SECURITY CORPORATION
(Exact name of registrant as specified in
its charter)
New York |
14-1626307 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
512 Herndon Parkway, Suite A, Herndon, VA |
20170 |
(Address of principal executive offices) |
(Zip Code) |
(703) 464-4735
(Registrant's telephone number, including
area code)
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 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 the definition
of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer ¨ |
Smaller reporting company x |
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 outstanding shares of the
registrant’s common stock as of July 31, 2015, was 9,734,356.
Table of Contents
PART
I. FINANCIAL INFORMATION
Item 1. Financial Statements
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF INCOME
(Unaudited)
|
|
Three Months Ended |
|
|
|
June 30, 2015 |
|
|
June 30, 2014 |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
33,661,061 |
|
|
$ |
37,610,628 |
|
Cost of revenues |
|
|
28,842,040 |
|
|
|
32,141,701 |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
4,819,021 |
|
|
|
5,468,927 |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
General and administrative |
|
|
4,114,681 |
|
|
|
4,316,218 |
|
Provision for doubtful accounts, net |
|
|
160,638 |
|
|
|
(16,237 |
) |
|
|
|
4,275,319 |
|
|
|
4,299,981 |
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
543,702 |
|
|
|
1,168,946 |
|
|
|
|
|
|
|
|
|
|
Other expenses |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(32,050 |
) |
|
|
(49,869 |
) |
|
|
|
|
|
|
|
|
|
Income before income taxes and equity earnings in minority investment of unconsolidated affiliate |
|
|
511,652 |
|
|
|
1,119,077 |
|
|
|
|
|
|
|
|
|
|
Equity earnings in minority investment of unconsolidated affiliate |
|
|
61,500 |
|
|
|
117,000 |
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
573,152 |
|
|
|
1,236,077 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
245,000 |
|
|
|
545,000 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
328,152 |
|
|
$ |
691,077 |
|
|
|
|
|
|
|
|
|
|
Income per share of common stock |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.03 |
|
|
$ |
0.07 |
|
Diluted |
|
$ |
0.03 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
9,731,564 |
|
|
|
9,509,163 |
|
Diluted |
|
|
9,982,556 |
|
|
|
9,751,307 |
|
See accompanying notes to condensed financial
statements
COMMAND SECURITY CORPORATION
CONDENSED BALANCE SHEETS
ASSETS |
|
June 30, 2015 |
|
|
March 31, 2015 |
|
|
|
(Unaudited) |
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,149,432 |
|
|
$ |
2,435,839 |
|
Accounts receivable, net of allowance for doubtful accounts |
|
|
|
|
|
|
|
|
accounts of $714,799 and $614,105, respectively |
|
|
22,357,095 |
|
|
|
21,712,036 |
|
Prepaid expenses |
|
|
1,175,612 |
|
|
|
1,653,404 |
|
Other assets |
|
|
3,818,109 |
|
|
|
3,283,195 |
|
Total current assets |
|
|
28,500,248 |
|
|
|
29,084,474 |
|
|
|
|
|
|
|
|
|
|
Furniture and equipment at cost, net |
|
|
379,973 |
|
|
|
383,860 |
|
|
|
|
|
|
|
|
|
|
Other Assets: |
|
|
|
|
|
|
|
|
Intangible assets, net |
|
|
1,664,095 |
|
|
|
1,763,805 |
|
Minority investment in unconsolidated affiliate |
|
|
2,691,500 |
|
|
|
2,630,000 |
|
Other assets |
|
|
2,683,073 |
|
|
|
2,725,016 |
|
Total other assets |
|
|
7,038,668 |
|
|
|
7,118,821 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
35,918,889 |
|
|
$ |
36,587,155 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Checks issued in advance of deposits |
|
$ |
386,303 |
|
|
$ |
1,161,023 |
|
Short-term borrowings |
|
|
4,225,553 |
|
|
|
6,000,000 |
|
Accounts payable |
|
|
623,365 |
|
|
|
620,282 |
|
Accrued expenses and other liabilities |
|
|
9,122,392 |
|
|
|
7,647,102 |
|
Total current liabilities |
|
|
14,357,613 |
|
|
|
15,428,407 |
|
|
|
|
|
|
|
|
|
|
Insurance reserves |
|
|
637,072 |
|
|
|
584,569 |
|
Total liabilities |
|
|
14,994,685 |
|
|
|
16,012,976 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Preferred stock, convertible Series A, $.0001 par value |
|
|
- |
|
|
|
- |
|
Common stock, $.0001 par value |
|
|
1,149 |
|
|
|
1,149 |
|
Treasury stock, at cost, 1,752,200 shares |
|
|
(2,885,579 |
) |
|
|
(2,885,579 |
) |
Additional paid-in capital |
|
|
18,267,620 |
|
|
|
18,245,747 |
|
Accumulated earnings |
|
|
5,541,014 |
|
|
|
5,212,862 |
|
Total stockholders’ equity |
|
|
20,924,204 |
|
|
|
20,574,179 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
35,918,889 |
|
|
$ |
36,587,155 |
|
See accompanying notes to condensed financial
statements
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY
(Unaudited)
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Additional Paid In Capital |
|
|
Accumulated Earnings |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2014 |
|
$ |
- |
|
|
$ |
1,126 |
|
|
$ |
(2,885,579 |
) |
|
$ |
17,685,815 |
|
|
$ |
3,954,599 |
|
|
$ |
18,755,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised, net |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
28,584 |
|
|
|
|
|
|
|
28,586 |
|
Stock compensation cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,875 |
|
|
|
|
|
|
|
30,875 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691,077 |
|
|
|
691,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2014 |
|
|
- |
|
|
|
1,128 |
|
|
|
(2,885,579 |
) |
|
|
17,745,274 |
|
|
|
4,645,676 |
|
|
|
19,506,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised, net |
|
|
|
|
|
|
21 |
|
|
|
|
|
|
|
252,311 |
|
|
|
|
|
|
|
252,332 |
|
Stock based compensation tax benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,822 |
|
|
|
|
|
|
|
75,822 |
|
Stock compensation cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172,340 |
|
|
|
|
|
|
|
172,340 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
567,186 |
|
|
|
567,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2015 |
|
|
- |
|
|
|
1,149 |
|
|
|
(2,885,579 |
) |
|
|
18,245,747 |
|
|
|
5,212,862 |
|
|
|
20,574,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,907 |
|
|
|
|
|
|
|
35,907 |
|
Repurchase of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,034 |
) |
|
|
|
|
|
|
(14,034 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
328,152 |
|
|
|
328,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2015 |
|
$ |
- |
|
|
$ |
1,149 |
|
|
$ |
(2,885,579 |
) |
|
$ |
18,267,620 |
|
|
$ |
5,541,014 |
|
|
$ |
20,924,204 |
|
See accompanying notes to condensed financial
statements
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Three Months Ended June 30, |
|
|
|
2015 |
|
|
2014 |
|
Cash flows from operating activities: |
|
|
|
Net income |
|
$ |
328,152 |
|
|
$ |
691,077 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
162,129 |
|
|
|
156,706 |
|
Provision for doubtful accounts, net |
|
|
160,638 |
|
|
|
(16,237 |
) |
Equity earnings in minority investment of unconsolidated affiliate |
|
|
(61,500 |
) |
|
|
(117,000 |
) |
Rent expense |
|
|
(6,673 |
) |
|
|
(12,952 |
) |
Stock based compensation costs |
|
|
35,907 |
|
|
|
30,875 |
|
Insurance reserves |
|
|
52,503 |
|
|
|
17,507 |
|
Deferred income taxes |
|
|
392 |
|
|
|
(14,557 |
) |
(Increase)/decrease in receivables, prepaid expenses and other current assets |
|
|
(821,057 |
) |
|
|
249,493 |
|
Increase/(decrease) in accounts payable and other liabilities |
|
|
1,485,046 |
|
|
|
(303,694 |
) |
Net cash provided by operating activities |
|
|
1,335,537 |
|
|
|
681,218 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of equipment |
|
|
(58,743 |
) |
|
|
(11,002 |
) |
Net cash used in investing activities |
|
|
(58,743 |
) |
|
|
(11,002 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net repayments on short-term borrowings |
|
|
(1,774,447 |
) |
|
|
(2,591,280 |
) |
Decrease in checks issued in advance of deposits |
|
|
(774,720 |
) |
|
|
(2,847 |
) |
Repurchase of stock options |
|
|
(14,034 |
) |
|
|
- |
|
Proceeds from option exercises, net |
|
|
- |
|
|
|
28,586 |
|
Net cash used in financing activities |
|
|
(2,563,201 |
) |
|
|
(2,565,541 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(1,286,407 |
) |
|
|
(1,895,325 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
2,435,839 |
|
|
|
3,470,427 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
1,149,432 |
|
|
$ |
1,575,102 |
|
Supplemental Disclosures of Cash Flow Information
Cash paid during the three months ended June 30 for: |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Interest |
|
$ |
23,792 |
|
|
$ |
59,883 |
|
Income taxes |
|
|
5,450 |
|
|
|
36,621 |
|
See accompanying notes to condensed financial
statements
COMMAND SECURITY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The accompanying condensed financial
statements presented herein have not been audited, and have been prepared in accordance with the instructions to Form 10-Q which
do not include all of the information and note disclosures required by generally accepted accounting principles in the United States.
These financial statements should be read in conjunction with our consolidated financial statements and notes thereto as of and
for the fiscal year ended March 31, 2015. In this discussion, the words “Company,” “we,” “our,”
“us” and terms of similar import should be deemed to refer to Command Security Corporation.
The condensed financial statements
for the interim period shown in this report are not necessarily indicative of our results to be expected for any period after the
date hereof, including for the fiscal year ending March 31, 2015 or for any other subsequent period. In the opinion of our management,
the accompanying condensed financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered
necessary for a fair presentation of the financial statements included in this quarterly report. All such adjustments are of a
normal recurring nature.
1. |
Short-Term Borrowings: |
On February 12, 2009, we entered
into a $20.0 million credit facility (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells
Fargo”). This credit facility, which was most recently amended in June 2014 (see below), matures in October 2016, contains
customary affirmative and negative covenants, including, among other things, covenants requiring us to maintain certain financial
ratios and is collateralized by customer accounts receivable and certain other assets of the Company as defined in the Credit Agreement.
The Credit Agreement provides
for a letter of credit sub-line in an aggregate amount of up to $3.0 million. The Credit Agreement also provides for interest to
be calculated on the outstanding principal balance of the revolving loans at the prime rate (as defined in the Credit Agreement)
plus 1.50%. For LIBOR loans, interest will be calculated on the outstanding principal balance of the LIBOR loans at the LIBOR rate
(as defined in the Credit Agreement) plus 1.75%.
On June 30, 2014, we entered
into a fourth amendment (the “Fourth Amendment”) to our Credit Agreement. The Fourth Amendment provides for a Permitted
Over-advance Amount (as defined in the Credit Agreement) in the amount of $2.125 million which shall be reduced by the amount of
$265,625 on the first day of each fiscal quarter beginning October 1, 2014. The balance of the Permitted Over-Advance as of June
30, 2015, is $1.3 million. Interest on the Permitted Over-advance Amount is calculated on the outstanding balance of the Over-advance
at the LIBOR rate (as defined in the Credit Agreement) plus 2.00%.
Under the Credit Agreement,
as of June 30, 2015, the interest rate was 2.0% for LIBOR loans and revolving loans. At June 30, 2015, we had approximately $1.1
million of cash on hand. We also had $4.0 million in LIBOR loans and Over-advances outstanding, $225,553 of revolving loans outstanding
and $124,473 outstanding under our letters of credit sub-line under the Credit Agreement, representing 36% of the maximum borrowing
capacity under the Credit Agreement based on our “eligible accounts receivable” (as defined in the Credit Agreement)
as of such date.
We rely on our revolving loan
from Wells Fargo, which contains a fixed charge covenant and various other financial and non-financial covenants. If we breach
a covenant, Wells Fargo has the right to immediately request the repayment in full of all borrowings under the Credit Agreement,
unless Wells Fargo waives the breach. For the three months ended June 30, 2015, we were in compliance with all covenants under
the Credit Agreement.
|
|
June 30, |
|
|
March 31, |
|
|
|
2015 |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
Workers' compensation insurance |
|
$ |
3,098,352 |
|
|
$ |
2,603,209 |
|
Other receivables |
|
|
6,000 |
|
|
|
6,000 |
|
Security deposits |
|
|
157,320 |
|
|
|
159,100 |
|
Deferred tax asset |
|
|
3,239,510 |
|
|
|
3,239,902 |
|
|
|
|
6,501,182 |
|
|
|
6,008,211 |
|
|
|
|
|
|
|
|
|
|
Current portion |
|
|
(3,818,109 |
) |
|
|
(3,283,195 |
) |
|
|
|
|
|
|
|
|
|
Total non-current portion |
|
$ |
2,683,073 |
|
|
$ |
2,725,016 |
|
The other asset workers’
compensation insurance represents the net amount of the payments made to cover the workers’ compensation insurance premium
against the actual premium due as well as the difference in the amount deposited to the loss fund less the estimated workers’
compensation claims and reserves related to the historical loss claims as well as the estimates related to the incurred but not
reported claims. There is no offsetting claim liability reported as the Company has determined that there is a sufficient amount
deposited into the loss funds to cover the estimated claims reserve as well as the estimate related to the incurred but not reported
claims.
COMMAND SECURITY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
3. |
Minority Investment in Unconsolidated Affiliate |
In March 2014, the Company made
a 20% minority investment in Ocean Protection Services LLC, a Delaware limited liability company (“OPS”). OPS owns
100% of Ocean Protection Services, Ltd., a UK based company specializing in maritime security, risk management and risk analysis.
The Company purchased 2,000 Class A Common Units of OPS for a purchase price of $2.125 million and funded the purchase price through
borrowings under the Company’s existing line of credit. In connection with the investment, the Company may acquire additional
ownership interest in OPS in the future. The excess of the carrying value of the Company’s investment in OPS and the Company’s
proportionate share of the net assets of OPS is largely attributable to goodwill. Since the Company’s initial investment,
there have been no additional capital contributions made or distributions received.
The following summarizes
the condensed statements of operations for the three months ended:
| |
June 30, | | |
June 30, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Net operating revenues | |
$ | 2,449,371 | | |
$ | 4,876,685 | |
Gross profit | |
$ | 1,012,246 | | |
$ | 1,478,496 | |
Operating income | |
$ | 614,745 | | |
$ | 826,630 | |
Net income from continuing operations | |
$ | 298,345 | | |
$ | 474,434 | |
4. |
Accrued Expenses and Other Liabilities: |
|
|
June 30, |
|
|
March 31, |
|
|
|
2015 |
|
|
2015 |
|
|
|
|
|
|
|
|
Payroll and related expenses |
|
$ |
7,286,992 |
|
|
$ |
5,610,224 |
|
Taxes and fees payable |
|
|
1,133,847 |
|
|
|
1,239,231 |
|
Accrued interest payable |
|
|
10,182 |
|
|
|
1,921 |
|
Other |
|
|
691,371 |
|
|
|
795,726 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
9,122,392 |
|
|
$ |
7,647,102 |
|
We have an insurance policy
covering workers’ compensation claims in states where we perform services. Estimated accrued liabilities are based on our
historical loss experience and the ratio of claims paid to our historical payout profiles. Charges for estimated workers’
compensation related losses incurred and included in cost of sales were $630,029 and $721,453 for the three months ended June 30,
2015 and 2014, respectively.
The nature of our business also
subjects us to claims or litigation alleging that we are liable for damages as a result of the conduct of our employees or others.
We insure against such claims and suits through general liability policies with third-party insurance companies.
Our insurance coverage limits
are currently $1.0 million per occurrence for non-aviation related business (with additional first and second layer excess liability
policies of $5.0 million and $10.0 million, respectively) and $30.0 million per occurrence for aviation related business. We retain
the risk for the first $25,000 of general liability non-aviation related operations. The aviation related deductible is $5,000
per occurrence, with the exception of $50,000 for airport wheelchair and electric cart operations, $25,000 for damage to aircraft
and $100,000 for skycap operations. Estimated accrued liabilities are based on specific reserves in connection with existing claims
as determined by third party risk management consultants and actuarial factors and the timing of reported claims. These are all
factored into estimated losses incurred but not yet reported to us.
Cumulative amounts estimated
to be payable by us with respect to pending and potential claims for all years in which we are liable under our general liability
retention and workers’ compensation policies have been accrued as liabilities. Such accrued liabilities are necessarily based
on estimates; accordingly, our ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates
and establishing the resultant accrued liability are reviewed continually and any adjustments resulting therefrom are reflected
in our current results of operations.
Workers’ compensation
annual costs are comprised of premiums as well as incurred losses as determined at the end of the coverage period, subject to minimum
and maximum amounts. Workers’ compensation insurance claims and reserves include accruals of estimated settlements for known
claims, as well as accruals of estimates for claims incurred but not yet reported as provided by a third party. In estimating these
accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe our
estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency
and severity and other factors could materially affect the estimate for these liabilities. The Company continually monitors changes
in claim type and incident and evaluates the workers’ compensation insurance accrual, making necessary adjustments based
on the evaluation of these qualitative data points.
COMMAND SECURITY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Under the requirements of FASB
ASC 260-10, Earnings Per Share, the dilutive effect of our common shares that have not been issued, but that may be issued
upon the exercise or conversion, as the case may be, of rights or options to acquire such common shares, is excluded from the calculation
for basic earnings per share. Diluted earnings per share reflects the additional dilution that would result from the issuance of
our common shares if such rights or options were exercised or converted, as the case may be, and is presented for the three months
ended June 30, 2015 and 2014.
The nature of our business is
such that there is a significant volume of routine claims and lawsuits that are made against us, the vast majority of which never
lead to the award of substantial damages. We maintain general liability and workers’ compensation insurance coverage that
we believe is appropriate to the relevant level of risk and potential liability that we face, relating to these matters. Some of
the claims brought against us could result in significant payments; however, the exposure to us under general liability non-aviation
related operations is limited to the first $25,000 per occurrence. The aviation related deductible is $5,000 per occurrence, with
the exception of $50,000 for airport wheelchair and electric cart operations, $25,000 for damage to aircraft and $100,000 for skycap
operations. Any punitive damage award would not be covered by the general liability insurance policy. The only other potential
impact would be on future premiums, which may be adversely affected by an unfavorable claims history.
In July 2012, the Service Employee
International Union (SEIU) filed a suit in U.S. District Court – Northern District Court against the Company seeking the
restoration of the collective bargaining agreement between SEIU and the Company following a majority vote of Aviation Safeguards
employees in December 2011 to withdraw recognition of the union. On February 20, 2014, the U.S. District Court, Central District
of California, ruled in favor of the Company and granted our motion for summary judgment in full, denied the plaintiffs’
motion for summary judgment and terminated the case. The plaintiffs filed their Notice of Appeal to the U.S. Court of Appeals for
the Ninth Circuit on March 18, 2014 and both parties have subsequently filed appellate briefs. The Court of Appeals for the Ninth
Circuit has not yet set a date for oral argument. A related lawsuit was filed on July 6, 2012 by the California Service Employees
Health and Welfare Trust Fund in U.S. District Court Northern District Court seeking to maintain the payment of monthly health
insurance contributions which were stopped by the Company following the termination of the collective bargaining agreement. Venue
was subsequently transferred to the U.S. District Court for the Central District of California. On July 31, 2014 the U.S. District
Court – Central District Court denied the plaintiff’s motion for summary judgment and granted partial summary judgment
in favor of the Company.
On April 29, 2014, the California
Superior Court granted a plaintiffs' motion to certify a class consisting of all persons who were employed by the Company in a
non-exempt security officer position within the State of California at any time since May 2, 2007 through the date of trial who
agreed to and signed an on-duty meal period agreement at the time of their employment. The case is a certified class action involving
allegations that the Company violated certain California state laws relating to on-duty meal and rest breaks.
The Company intends to conduct
a vigorous defense of this case, which is currently in the discovery stage. The Company is unable to determine the potential outcome
of this case which could be material at this time. The trial date has been set for March 16, 2016.
In addition to such cases, we
have been named as a defendant in several uninsured employment related claims that are pending before various courts, the Equal
Employment Opportunities Commission or various state and local agencies. We have instituted policies to minimize these occurrences
and monitor those that do occur. At this time, we are unable to determine the impact on the financial position and results of operations
that these claims may have, should the investigations conclude that they are valid.
We have employment agreements
with certain of our officers and key employees with terms which range from one to three years. The agreements generally provide
for annual salaries and for salary continuation for a specified number of months under certain circumstances, including a change
in control of the Company. Approximately 10% of our workforce is subject to a collective bargaining arrangement which is set to
expire on March 31, 2017.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion
and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements
and the related notes contained in this quarterly report.
Forward Looking Statements
Certain of our statements contained in
this Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this quarterly report
and, in particular, those under the heading “Outlook,” contain forward-looking statements. The words “may,”
“will,” “should,” “expect,” “anticipate,” “believe,” “plans,”
“intend” and “continue,” or the negative of these words or other variations on these words or comparable
terminology typically identify such statements. These statements are based on our management’s current expectations, estimates,
forecasts and projections about the industry in which we operate generally, and other beliefs of and assumptions made by our management,
some or many of which may be incorrect. In addition, other written or verbal statements that constitute forward-looking statements
may be made by us or on our behalf. While our management believes these statements are accurate, our business is dependent upon
general economic conditions and various conditions specific to the industries in which we operate. Moreover, we believe that the
current business environment is more challenging and difficult than it has been in the past several years, if not longer. Many
of our customers, particularly those that are primarily involved in the aviation industry, are currently experiencing substantial
financial and business difficulties. If the business of any substantial customer or group of customers fails or is materially and
adversely affected by the current economic environment or otherwise, they may seek to substantially reduce their expenditures for
our services. Any loss of business from our substantial customers could cause our actual results to differ materially from the
forward-looking statements that we have made in this quarterly report. Further, other factors, including, but not limited to, those
relating to the shortage of qualified labor, competitive conditions and adverse changes in economic conditions of the various markets
in which we operate, could adversely impact our business, operations and financial condition and cause our actual results to fail
to meet our expectations, as expressed in the forward-looking statements that we have made in this quarterly report. These forward-looking
statements are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that we may not be
able to accurately predict. We undertake no obligation to update publicly any of these forward-looking statements, whether as a
result of new information, future events or otherwise.
As provided for under the Private Securities
Litigation Reform Act of 1995, we wish to caution shareholders and investors that the important factors under the heading “Risk
Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to our fiscal year
ended March 31, 2015, could cause our actual financial condition and results from operations to differ materially from our anticipated
results or other expectations expressed in our forward-looking statements in this quarterly report.
Critical Accounting Policies and
Estimates
Critical accounting policies are defined
as those most important to the portrayal of a company’s financial condition and results and that require the most difficult,
subjective or complex judgments. The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues
and expenses during the reporting period. The estimates that we make include allowances for doubtful accounts, depreciation and
amortization, income tax assets and insurance reserves. Estimates are based on historical experience, where applicable or other
assumptions that management believes are reasonable under the circumstances. We have identified the policies described below as
our critical accounting policies. Due to the inherent uncertainty involved in making estimates, actual results may differ from
those estimates under different assumptions or conditions.
Revenue Recognition
We record revenues as services are provided
to our customers. Revenues consist primarily of aviation and security services, which are typically billed at hourly rates. These
rates may vary depending on base, overtime and holiday time worked. Revenue is reported net of applicable taxes.
Accounts Receivable
We periodically evaluate the requirement
for providing for billing adjustments and/or reflect the extent to which we will be able to collect our accounts receivable. We
provide for billing adjustments where management determines that there is a likelihood of a significant adjustment for disputed
billings. Criteria used by management to evaluate the adequacy of the allowance for doubtful accounts include, among others, the
creditworthiness of the customer, current trends, prior payment performance, the age of the receivables and our overall historical
loss experience. Individual accounts are charged off against the allowance as management deems them to be uncollectible.
Minority Investment in Unconsolidated Affiliate
The Company uses the equity method to account for its investment
in Ocean Protection Services, LLC (“OPS”). Equity method investments are recorded at original cost and adjusted periodically
to recognize: (i) our proportionate share of investees’ net income or losses after the date of the investment; (ii) additional
contributions made or distributions received; and (iii) impairment losses resulting from adjustments to net realizable value. The
Company reviews its investment accounted for under the equity method of accounting for impairment whenever events or changes in
circumstances indicate a loss in the value of the investment may be other than temporary.
Intangible Assets
Intangible assets are stated at cost and
consist primarily of customer lists and borrowing costs that are being amortized on a straight-line basis over a period of three
to ten years, and goodwill, which is reviewed annually for impairment. The life assigned to acquired customer lists is based on
management’s estimate of our expected customer attrition rate. The attrition rate is estimated based on historical contract
longevity and management’s operating experience. We test for impairment annually or when events and circumstances warrant
such a review, if earlier. Any potential impairment is evaluated based on anticipated undiscounted future cash flows and actual
customer attrition in accordance with FASB ASC 360, Property, Plant and Equipment.
Insurance Reserves
General liability estimated accrued liabilities
are calculated on an undiscounted basis based on actual claim data and estimates of incurred but not reported claims developed
utilizing historical claim trends. Projected settlements and incurred but not reported claims are estimated based on pending claims,
historical trends and related data.
Workers’ compensation annual costs
are comprised of premiums as well as incurred losses as determined at the end of the coverage period, subject to minimum and maximum
amounts. Workers’ compensation insurance claims and reserves include accruals of estimated settlements for known claims,
as well as accruals of estimates for claims incurred but not yet reported as provided by a third party. In estimating these accruals,
we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe our estimates
of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity
and other factors could materially affect the estimate for these liabilities. The Company continually monitors changes in claim
type and incident and evaluates the workers’ compensation insurance accrual, making necessary adjustments based on the evaluation
of these qualitative data points.
Income Taxes
Income taxes are based on income (loss)
for financial reporting purposes and reflect a current tax liability (asset) for the estimated taxes payable (recoverable) in the
current year tax return and changes in deferred taxes. Deferred tax assets or liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured using enacted tax laws and rates. A valuation allowance
is provided on deferred tax assets if it is determined that it is more likely than not that the asset will not be realized.
We recognize the effect of income tax positions
only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest
amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in
which the change in judgment occurs. In the event that interest and/or penalties are assessed in connection with our tax filings,
interest will be recorded as interest expense and penalties as selling, general and administrative expense. We did not have any
unrecognized tax benefits as of June 30, 2015 and 2014.
Stock Based Compensation
FASB ASC 718, Stock Compensation, requires
all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements
based on their fair values at grant date and the recognition of the related expense over the period in which the share-based compensation
vests. We use the modified-prospective transition method. Under the modified-prospective transition method, we recognize compensation
expense in our financial statements issued subsequent to the date of adoption for all share-based payments granted, modified or
settled. Non-cash charges of $35,907 and $30,875 for stock based compensation have been recorded for the three months ended June
30, 2015 and 2014, respectively.
Reclassifications
Certain amounts previously reported for
prior periods have been reclassified to conform to the current year presentation in the accompanying condensed financial statements.
Such reclassifications had no effect on the results of operations or shareholders’ equity as previously recorded.
Overview
We principally provide uniformed security
officers and aviation services to commercial, residential, financial, industrial, aviation and governmental customers through approximately
25 offices throughout the United States. In conjunction with providing these services, we assume responsibility for a variety of
functions, including recruiting, hiring, training and supervising all operating personnel as well as paying such personnel and
providing them with uniforms, benefits and workers’ compensation insurance.
Our customer-focused mission is to provide
the best personalized supervision and management attention necessary to deliver timely and efficient security solutions so that
our customers can operate in safe environments without disruption or loss. Technology underpins our efficiency, accuracy and dependability.
We rely on a sophisticated software system that integrates scheduling, payroll and billing functions.
Renewing and extending existing contracts
and obtaining new contracts are crucial to our ability to generate revenues, earnings and cash flow. In addition, our growth strategy
involves the acquisition and integration of complementary businesses in order to increase our scale within certain geographical
areas, increase our market share in the markets in which we operate, gain market share in the markets in which we do not currently
operate and improve our profitability. We intend to pursue suitable acquisition opportunities for contract security officer businesses.
We frequently evaluate acquisition opportunities and, at any given time, may be in various stages of due diligence or preliminary
discussions with respect to a number of potential acquisitions. However, we cannot assure you that we will identify any suitable
acquisition candidates or, if identified, that we will be able to complete the acquisition of such candidates on favorable terms
or at all.
The global security industry has grown
we believe largely due to an increasing desire for security to combat crime and terrorism. In the United States, the demand for
security-related products and central station monitoring services also has grown steadily. We believe that there is continued heightened
attention to and demand for security due to worldwide events, and the ensuing threat, or perceived threat, of criminal and terrorist
activities. For these reasons, we expect that security will continue to be a key area of focus both domestically in the United
States and abroad.
Demand for security officer services is
dependent upon a number of factors, including, among other things, demographic trends, general economic variables such as growth
in the gross domestic product, unemployment rates, consumer spending levels, perceived and actual crime rates, government legislation,
terrorism sensitivity, war/external conflicts and technology.
Recent Developments
On December 31, 2014, the Company received
notification of the award of the U.S. Postal Service (“USPS”) contract under Solicitation No. 2B-14-A-0078, valued
at approximately $250 million over a ten year term of service. The contract provides for security services at 50 USPS locations
in 18 states, Puerto Rico and the District of Columbia, valued at approximately $20 million per year, as well as the operation
of the two USPS National Law Enforcement Communication Centers (NLECC) at Dulles International Airport, Virginia and in Ft. Worth,
Texas, valued at approximately $5 million per year. The award includes a four year base contract and three two-year options.
On January 29, 2015 the Company announced
that the USPS had issued a stay of the transition of the contract awarded to the Company pending the resolution of a dispute over
the award of such contract. The contract at issue was disclosed in a press release issued by the Company on January 6, 2015, and
in a Form 8-K filed by the Company with the Securities and Exchange Commission on January 12, 2015. On January 27, 2015, the Company
was notified by the USPS that ABM Security Services (“ABM”) had lodged a protest with the USPS seeking to overturn
the contract that was awarded to the Company.
In a decision dated June 15, 2015, the
USPS Supplier Disagreement Resolution Officer found that the December 31, 2014 contract awarded to the Company represented the
best value for the USPS. Accordingly, the Supplier Disagreement Resolution Officer denied the disagreement filed by ABM, and lifted
the stay on the performance of the December 31, 2014 contract with the Company.
On June 17, 2015, the Company was notified
by the United States Department of Justice that ABM has expressed intent to file a protest with the Court of Federal Claims challenging
the award of the USPS contract to the Company, and seeking an injunction to stop the transition of the USPS contract to the Company.
On June 23, 2015, ABM filed a protest with the Court of Federal Claims challenging the award of the USPS contract to the Company,
and the USPS expressed an intent to stay the transition of the contract awarded the Company pending resolution of the Court of
Federal Claims protest filed by ABM.
Many variables make it impossible to accurately
predict the actual duration of the current protest proceedings. Although we are hopeful that the protest proceedings will conclude
before the end of September, we cannot predict when the protest proceeding will conclude or how long thereafter it may take the federal judge hearing
the case to issue a ruling.
In addition, the Company cannot predict the outcome of the dispute, including whether the transition will occur.
Results of Operations
Revenues
Our revenues decreased by $3.9 million,
or 10.5%, to $33.7 million for the three months ended June 30, 2015 from $37.6 million in the corresponding period of the prior
year. The decrease in revenues for the three months ended June 30, 2015 was due mainly to a $3.6 million reduction in revenues
from a major transportation company following the loss of the Western region services contract with this customer effective May
31, 2014. In addition, revenues from healthcare related security services declined by approximately $1.0 million. These decreases
were partly offset by increases in revenues from aviation and construction related services.
Gross Profit
Our gross profit decreased by $0.6 million,
or 11.9%, to $4.8 million (14.3% of revenues) for the three months ended June 30, 2015, from $5.5 million (14.5% of revenues) in
the corresponding period of the prior year. The decrease was due mainly to the above-mentioned reduction in revenues from a major
transportation company and the reduction in healthcare related security services. These decreases were partly offset by increases
in aviation and construction related services.
General and Administrative Expenses
Our general and administrative expenses
decreased by $0.2 million, or 4.7%, to $4.1 million (12.2% of revenues) for the three months ended June 30, 2015, from $4.3 million
(11.5% of revenues) in the corresponding period of the prior year. The decrease in general and administrative expenses for the
three months ended June 30, 2015, was driven primarily by decreased employee compensation and benefits costs partially offset by
higher legal and consulting fees.
Provision for Doubtful Accounts
The provision for doubtful accounts for
the three months ended June 30, 2015, net of recoveries, increased by $176,875 to net expense of $160,638 as compared with net
recoveries of $16,237 in the corresponding period of the prior year. The increase in the net provision for doubtful accounts
for the three months ended June 30, 2015 related primarily to the absence of the recovery of approximately $91,000 of specific
accounts previously considered uncollectible and an increase in reserves for specific accounts currently considered uncollectible.
We periodically evaluate the requirement
for providing for billing adjustments and/or credit losses on our accounts receivable. We provide for billing adjustments in cases
where our management determines that there is a likelihood of a significant adjustment for disputed billings. Criteria used by
management to evaluate the adequacy of the allowance for doubtful accounts include, among others, the creditworthiness of the customer,
current trends, prior payment performance, the age of the receivables and our overall historical loss experience. Individual accounts
are charged off against the allowance for doubtful accounts as our management deems them to be uncollectible. We do not know if
bad debts will increase in future periods.
Interest Expense
Interest expense decreased by $17,819,
or 35.7%, to $32,050 for the three months ended June 30, 2015, from $49,869 in the corresponding period of the prior year. The
decrease in interest expense for the three months ended June 30, 2015 was due to lower average outstanding borrowings under our
credit agreement with Wells Fargo, described below.
Equity Earnings in Minority Investment of Unconsolidated
Affiliate
The Company uses the equity method to account for its investment
in OPS. The Company’s proportionate share of net income of OPS for the three months ended June 30, 2015 and 2014 was $61,500
and $117,000, respectively. The decrease in the Company’s proportionate share of net income of OPS was due to
a reduction in revenues driven by a decrease in total missions
during the quarter ended June 30, 2015 as compared to the quarter ended June 30, 2014 as well as changes in the number and composition
of assigned security personnel. Equity method investments are recorded at original cost and adjusted periodically to recognize:
(i) our proportionate share of investees’ net income or losses after the date of the investment; (ii) additional contributions
made or distributions received; and (iii) impairment losses resulting from adjustments to net realizable value. The Company reviews
its investment accounted for under the equity method of accounting for impairment whenever events or changes in circumstances
indicate a loss in the value of the investment may be other than temporary.
Provision for income taxes
The provision for income taxes decreased
by $300,000 to $245,000 for the three months ended June 30, 2015 compared with $545,000 in the corresponding period of the prior
year due to lower pre-tax earnings. The Company’s effective tax rate for the three months ended June 30, 2015 was 42.7% as
compared with 44.1% in the corresponding period of the prior year. The decrease in the Company’s effective tax rate was primarily
due to a reduction in certain non-deductible costs partially offset by lower equity earnings from OPS.
Liquidity and Capital Resources
We pay employees on a bi-weekly basis while
customers pay for services generally within 60 days from the invoice date. We maintain a commercial revolving loan arrangement,
currently with Wells Fargo Bank, National Association (“Wells Fargo”). We fund our payroll and operations primarily
through borrowings under our $20.0 million credit facility with Wells Fargo (as amended, the “Credit Agreement”), described
below under “Short Term Borrowings.”
We principally use short-term borrowings
under our Credit Agreement to fund our accounts receivable. Our short-term borrowings have supported the accounts receivable associated
with our organic growth. We intend to continue to use short-term borrowings to support our working capital requirements.
We believe that our existing funds, cash
generated from operations, and existing sources of and access to financing are adequate to satisfy our working capital, capital
expenditure and debt service requirements for the foreseeable future. However, we cannot assure you that this will continue to
be the case. We may be required to obtain alternative or additional financing to maintain and expand our existing operations through
the sale of our securities, an increase in the amount of available borrowings under our Credit Agreement, obtaining additional
financing from other financial institutions, or otherwise. The failure by us to obtain such financing, if needed, would have a
material adverse effect upon our business, financial condition and results of operations.
Short-Term Borrowings:
On February 12, 2009, we entered into
the Credit Agreement with Wells Fargo. This credit facility, which was most recently amended in June 2014 (see below),
matures in October 2016, contains customary affirmative and negative covenants, including, among other things, covenants
requiring us to maintain certain financial ratios and is collateralized by customer accounts receivable and certain other
assets of the Company as defined in the Credit Agreement.
The Credit Agreement provides for a letter of credit sub-line in an aggregate amount of up to $3.0 million. The Credit Agreement
also provides for interest to be calculated on the outstanding principal balance of the revolving loans at the prime rate (as defined
in the Credit Agreement) plus 1.50%. For LIBOR loans, interest will be calculated on the outstanding principal balance of the LIBOR
loans at the LIBOR rate (as defined in the Credit Agreement) plus 1.75%.
On June 30, 2014, we entered into a fourth amendment (the “Fourth Amendment”) to our Credit Agreement. The Fourth Amendment
provides for a Permitted Over-advance Amount (as defined in the Credit Agreement) in the amount of $2,125,000 which shall be reduced
by the amount of $265,625 on the first day of each fiscal quarter beginning October 1, 2014. The balance of the Permitted Over-Advance
as of June 30, 2015, is $1.3 million. Interest on the Permitted Over-advance Amount is calculated on the outstanding balance of
the Over-advance at the LIBOR rate (as defined in the Credit Agreement) plus 2.00%.
Under the Credit Agreement, as of June 30, 2015, the interest rate was 2.0% for LIBOR loans and revolving loans. At June 30, 2015,
we had approximately $1.1 million of cash on hand. We also had $4.0 million in LIBOR loans and Over-advances outstanding, $225,553
of revolving loans outstanding and $124,473 outstanding under our letters of credit sub-line under the Credit Agreement, representing
54% of the maximum borrowing capacity under the Credit Agreement based on our “eligible accounts receivable” (as defined
in the Credit Agreement) as of such date.
We rely on our revolving loan from Wells Fargo, which contains a fixed charge covenant and various other financial and non-financial
covenants. If we breach a covenant, Wells Fargo has the right to immediately request the repayment in full of all borrowings under
the Credit Agreement, unless Wells Fargo waives the breach. For the three months ended June 30, 2015, we were in compliance with
all covenants under the Credit Agreement.
Investments and Capital Expenditures
We have no material commitments for capital
expenditures at this time.
Working Capital
Our working capital increased by $0.5 million,
or 3.6%, to $14.1 million as of June 30, 2015, from $13.7 million as of June 30, 2014.
We had checks drawn in advance of future
deposits of $0.4 million at June 30, 2015, compared with $1.2 million at June 30, 2014. Cash balances, book overdrafts and payroll
and related expenses can fluctuate materially from day to day depending on such factors as collections, timing of billing and payroll
dates, and are covered via advances from the revolving loan as checks are presented for payment.
Outlook
Strategic Initiatives
During the last few years the Company has
been pursuing several initiatives to improve our competitive and strategic position. Significant progress has been made in rebuilding
and strengthening our management team and improving the efficiency and functional effectiveness of our organization, systems and
processes. We have re-entered the U. S. Federal Government market with the award this past December of the U. S. Postal Service
which, as previously reported, remains the subject of a protest which has delayed the commencement of work on the contract.
With a stronger foundation and a more effective
organization, the Company is currently engaged in a corporate-wide campaign with four basic focus areas:
| · | Improved performance through better systems, procedures and training; |
| · | Profitable top line revenue growth through identification of larger bid and proposal opportunities
including new Federal and/or international opportunities and potential acquisitions; |
| · | Dedicated marketing and sales efforts in specific industry sectors that complement our core capabilities,
geography and operational expertise; and |
| · | Attention to details and discipline that will drive operating efficiencies, and enhance enterprise
value. |
These strategic initiatives may result
in future costs related to new business development expenses, severance and other employee-related matters, litigation risks and
expenses, and other costs. At this time we are unable to determine the scope of these potential costs.
Financial Results
Our future revenues will largely depend
on our ability to gain additional business from new and existing customers in our security officer and aviation services divisions
at acceptable margins, while minimizing terminations of contracts with existing customers. In addition, our growth strategy involves
the acquisition and integration of complementary businesses to increase our scale within certain geographical areas, capture market
share in the markets in which we operate, enter new markets and improve our profitability. We intend to pursue acquisition opportunities
for contract security officer businesses. Our ability to complete future acquisitions will depend on our ability to identify suitable
acquisition candidates, negotiate acceptable terms for their acquisition and, if necessary, finance those acquisitions. Our security
services division continues to experience organic growth over recent quarters and over the past few years, as demand for our security
services has steadily increased. Our current focus is on increasing our revenues, as our sales and marketing team and branch managers’
work to develop new business and retain profitable contracts. However, several of our airline and security services customers have
reduced capacity within their systems, which typically results in reductions of service hours provided by us to such customers.
Also, competition from other security services companies impacts our ability to gain or maintain sales, gross margins and/or employees.
During recent years, the Department of Homeland Security and the Transportation Security Administration have implemented numerous
security measures that affect airline operations, including expanded cargo and baggage screening, and are likely to implement additional
measures in the future. Additional measures taken to enhance either passenger or cargo security procedures in the future may increase
the airline industry’s demand for third party services provided by us. Additionally, our aviation services division is continually
subject to such government regulation, which has adversely affected us in the past with the federalization of the pre-board screening
services and the document verification process at several of our domestic airport locations.
Our
gross profit margin during the three months ended June 30, 2015 was 14.3%. We expect our gross profit margins to be between 12.5%
and 13.5% of revenue in fiscal 2016 based on current business conditions. We expect gross profit to remain under pressure due
primarily to continued price competition, including competition from companies that have substantially greater financial and other
resources than we have. However, we expect these effects will be moderated by continued operational efficiencies resulting from
better management and leveraging of our cost structures, workflow process efficiencies associated with our integrated financial
software system and higher contributions from our continuing new business development.
Our security services division generated
approximately $18.4 million or 55% of our total revenues in the three months ended June 30, 2015. Our aviation services division
generated approximately $15.3 million or 45% of our total revenues in the three months ended June 30, 2015.
In the fiscal quarter ended June 30, 2015,
the Company had six customers who represented approximately 40% of the Company’s total revenue in the aggregate, with two
of those customers representing 13% and 12% of total revenue, respectively. These customers include two domestic and one international
airline, a major transportation company, a northeast U.S. based healthcare facility and a California based high-technology company.
Any loss of business with these customers could have a material adverse effect on our business, financial condition and results
of operation.
As noted earlier, on February 12, 2009,
we entered into a $20.0 million Credit Agreement with Wells Fargo, which was most recently amended on June 30, 2014, as described
above. As of the close of business on July 28, 2015, our total outstanding borrowings under the Credit Agreement were approximately
$6.6 million and our total availability was approximately $7.2 million, including amounts available under the Permitted Over-advance
as per the amended Credit Agreement, which we believe is sufficient to meet our needs for the foreseeable future barring any increase
in reserves imposed by Wells Fargo. We believe that existing funds, cash generated from operations, and existing sources of and
access to financing are adequate to satisfy our working capital, planned capital expenditures and debt service requirements for
the foreseeable future, barring any increase in reserves imposed by Wells Fargo. However, we cannot assure you that this will be
the case, and we may be required to obtain alternative or additional financing to maintain and expand our existing operations through
the sale of our securities, an increase in the amount of available borrowings under our Credit Agreement, obtaining additional
financing from other financial institutions or otherwise. The financial markets generally, and the credit markets in particular,
continue to be volatile, both in the United States and in other markets worldwide. The current market situation has resulted generally
in substantial reductions in available loans to a broad spectrum of businesses, increased scrutiny by lenders of the credit-worthiness
of borrowers, more restrictive covenants imposed by lenders upon borrowers under credit and similar agreements and, in some cases,
increased interest rates under commercial and other loans. If we require alternative or additional financing at this or any other
time, we cannot assure you that such financing will be available upon commercially acceptable terms or at all. If we fail to obtain
additional financing when and if required by us, our business, financial condition and results of operations would be materially
adversely affected.
Item 3. Quantitative and Qualitative
Disclosures about Market Risk
During the three months ended June 30,
2015, we did not hold a portfolio of securities instruments for either trading or speculative purposes. Periodically, we hold securities
instruments for other than trading purposes. Due to the short-term nature of our investments, we believe that we have no material
exposure to changes in the fair value as a result of market fluctuations.
We are exposed to market risk in connection
with changes in interest rates, primarily in connection with outstanding balances under our revolving line of credit with Wells
Fargo, which was entered into for purposes other than trading purposes. Based on our average outstanding balances during the three
months ended June 30, 2015, a 1% change in the prime and/or LIBOR lending rates could impact our financial position and results
of operations by approximately $41,400 over the remainder of our fiscal year ending March 31, 2016. For additional information
on the revolving line of credit with Wells Fargo, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Liquidity and Capital Resources – Short Term Borrowings.”
Reference is made to Item 2 of Part I of
this quarterly report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward
Looking Statements.”
Item 4. Controls and Procedures
We maintain “disclosure controls
and procedures”, as such term is defined under Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange
Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosures.
We believe that a control system, no matter
how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief
Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective at the reasonable
assurance level.
An evaluation was performed under the supervision
and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on that evaluation and subject to the foregoing, the
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of
June 30, 2015. There have been no changes in our internal control over financial reporting that occurred during our first quarter
of fiscal 2016 ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
Item 1. |
Legal Proceedings |
See our discussion under Note 7 “Contingencies”
to the Notes to Condensed Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated
herein by reference.
There have been no material changes to
our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended March 31, 2015.
|
Exhibit 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
Exhibit 99.1* Press Release dated August 6, 2015. |
|
|
|
Exhibit 101* The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 are formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Statements of Income for the three months ended June 30, 2015 and June 30, 2014, (ii) Condensed Balance Sheets as of June 30, 2015 and March 31, 2015, (iii) Condensed Statements of Changes in Stockholders' Equity for the three months ended June 30, 2015 and June 30, 2014, (iv) Condensed Statements of Cash Flows for the three months ended June 30, 2015 and June 30, 2014, and (v) Notes to the Unaudited Condensed Financial Statements. |
|
|
|
*Filed herewith |
|
**Furnished herewith |
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 SECURITY CORPORATION |
|
|
|
Date: August 6, 2015 |
By: |
/s/ Craig P. Coy |
|
|
Craig P. Coy |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
|
|
|
/s/ N. Paul Brost |
|
|
N. Paul Brost |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
Exhibit 31.1
Certification Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
I, Craig P. Coy, certify
that:
1. I
have reviewed this quarterly report on Form 10-Q of Command Security Corporation;
2. Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;
3. Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;
4. I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the registrant is made known to me by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: August 6, 2015 |
|
|
|
/s/ Craig P. Coy |
|
|
Craig P. Coy |
|
Chief Executive Officer |
|
|
|
|
Exhibit 31.2
Certification Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
I, N. Paul Brost, certify
that:
1. I
have reviewed this quarterly report on Form 10-Q of Command Security Corporation;
2. Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;
3. Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;
4. I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the registrant is made known to me by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: August 6, 2015 |
|
|
|
/s/ N. Paul Brost |
|
|
N. Paul Brost |
|
Chief Financial Officer |
|
Exhibit 32.1
Certification Pursuant to 18 U. S.
C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Quarterly
Report on Command Security Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig P. Coy, Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge:
(1) The Report fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2015 |
|
|
|
By: |
/s/ Craig P. Coy |
|
|
|
Craig P. Coy |
|
|
Chief Executive Officer |
|
Exhibit 32.2
Certification Pursuant to 18 U. S.
C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Quarterly
Report on Command Security Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, N. Paul Brost, Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge:
(1) The Report fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2015 |
|
|
|
By: |
/s/ N. Paul Brost |
|
|
|
N. Paul Brost |
|
|
Chief Financial Officer |
|
Exhibit 99.1
Company Contact:
N. Paul Brost Chief Financial Officer
Command Security Corporation
703-464-4735
COMMAND SECURITY CORPORATION REPORTS
FINANCIAL
RESULTS FOR THREE MONTHS ENDED JUNE 30,
2015
Herndon, VA***August 6, 2015***Command
Security Corporation (NYSE MKT: MOC) today reported its financial results for its first fiscal quarter ended June 30, 2015.
Revenues for the three months ended June
30, 2015 were $33.7 million compared with revenues of $37.6 million for the three months ended June 30, 2014. Gross profit for
the three months ended June 30, 2015 was $4.8 million (14.3% of revenues) compared with $5.5 million (14.5% of revenues) for the
three months ended June 30, 2014. Operating income for the three months ended June 30, 2015 was $0.5 million (1.6% of revenues)
compared with operating income of $1.2 million (3.1% of revenues) for the three months ended June 30, 2014. Net income for the
three months ended June 30, 2015 was $0.3 million, or $0.03 per basic and diluted share outstanding, compared with $0.7 million,
or $0.07 per basic and diluted share outstanding for the three months ended June 30, 2014.
The decrease in revenues for the three
months ended June 30, 2015, was primarily due to the loss of the Western region services contract with a major transportation company
effective May 31, 2014, and a decline in healthcare related security services partly offset by increases in aviation and construction
related security services.
The decrease in operating income for the
three months ended June 30, 2015 as compared with the three months ended June 30, 2014 was driven primarily by the aforementioned
loss of the Western region services contract with a major transportation company and the reduction in healthcare related security
services, partly offset by increases in aviation and construction related services.
The decrease in net income for the three
months ended June 30, 2015 compared to June 30, 2014, was due to the aforementioned decrease in operating income and a decrease
in equity earnings of Ocean Protection Services (OPS), partly offset by a reduction in income taxes. The decrease in equity earnings
of OPS was primarily driven by a reduction in total missions during the quarter ended June 30, 2015, compared to the quarter ended
June 30, 2014, as well as changes in the number and composition of assigned security personnel.
Craig P. Coy, Chief Executive Officer of
Command Security, said, "We continued to work on fundamental business improvement principles with our focus on operational
performance, customer satisfaction and process improvements in every functional area of the Company. For example, the implementation
of our new CommandTrack™ mobile operating platform provides real-time visibility and operational efficiencies
for our customers and managers. We also consolidated regional command centers into a single national operations center utilizing
our integrated enterprise operating system. Our emphasis on new opportunities for growth and enhanced operating capabilities
remains a high priority.”
About Command Security Corporation
Command Security Corporation and its Aviation
Safeguards division provide uniformed security officers and aviation security services to commercial, financial, industrial, aviation
and governmental customers throughout the United States. As our credo states “Securing All You Value”, we safeguard
against theft, fraud, fire, intrusion, vandalism and the many other threats that our customers are facing today. By partnering
with each customer, we design programs customized to meet their specific security needs and address their particular concerns.
We bring years of expertise, including sophisticated systems for hiring, training, supervision and oversight, backed by cutting-edge
technology, to every situation that our customers face involving security. Our mission is to enable our customers to operate their
businesses without disruption or loss, and to create safe environments for their employees. For more information concerning our
company, please refer to our website at www.commandsecurity.com.
Forward-Looking Statements
This announcement by Command Security
Corporation (referred to herein as the “Company”) contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and within the meaning of the Private Securities
Litigation Reform Act of 1995 about the Company that are based on management’s assumptions, expectations and projections
about the Company. Such forward-looking statements by their nature involve a degree of risk and uncertainty. The Company cautions
that actual results of the Company could differ materially from those projected in the forward-looking statements as a result
of various factors, including but not limited to the factors described under the heading “Risk Factors” in the Company’s
most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2015, filed with the Securities and Exchange Commission,
and such other risks disclosed from time to time in the Company’s periodic and other reports filed with the Securities and
Exchange Commission. You should consider the areas of risk described above in connection with any forward-looking statements that
may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking statements, whether as
a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures the Company
makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with
the Securities and Exchange Commission, which are publicly available at the Securities and Exchange Commission’s website
at www.sec.gov/edgar.shtml.
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF INCOME
Income Statement Highlights | |
Three Months Ended | |
| |
June 30, | |
| |
(Unaudited) | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Revenues | |
$ | 33,661,061 | | |
$ | 37,610,628 | |
Gross Profit | |
| 4,819,021 | | |
| 5,468,927 | |
General and Administrative | |
| 4,114,681 | | |
| 4,316,218 | |
Operating Income | |
| 543,702 | | |
| 1,168,946 | |
Equity earnings in minority investment of unconsolidated affiliate | |
| 61,500 | | |
| 117,000 | |
Provision for income taxes | |
| 245,000 | | |
| 545,000 | |
Net income | |
| 328,152 | | |
| 691,077 | |
Net income per common share: | |
| | | |
| | |
Basic | |
| 0.03 | | |
| 0.07 | |
Diluted | |
| 0.03 | | |
| 0.07 | |
Weighted average number of common shares outstanding: | |
| | | |
| | |
Basic | |
| 9,731,564 | | |
| 9,509,163 | |
Diluted | |
| 9,982,556 | | |
| 9,751,307 | |
COMMAND SECURITY CORPORATION
CONDENSED BALANCE SHEETS
Balance Sheet Highlights | |
June 30, 2015 | | |
March 31, 2015 | |
| |
(Unaudited) | | |
(Audited) | |
Cash | |
$ | 1,149,432 | | |
$ | 2,435,839 | |
Accounts receivable | |
| 22,357,095 | | |
| 21,712,036 | |
Total current assets | |
| 28,500,248 | | |
| 29,084,474 | |
Total assets | |
| 35,918,889 | | |
| 36,587,155 | |
Short-term debt | |
| 4,225,553 | | |
| 6,000,000 | |
Total current liabilities | |
| 14,357,613 | | |
| 15,428,407 | |
Total liabilities | |
| 14,994,685 | | |
| 16,012,976 | |
Stockholders’ equity | |
| 20,924,204 | | |
| 20,574,179 | |
Total liabilities and stockholders’ equity | |
| 35,918,889 | | |
| 36,587,155 | |
Command Security Corp. (AMEX:MOC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Command Security Corp. (AMEX:MOC)
Historical Stock Chart
From Apr 2023 to Apr 2024