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 December
31, 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 February 9, 2016 was 9,792,618.
Table of Contents
PART
I. FINANCIAL INFORMATION
Item 1. Financial Statements
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 31,
2015 | | |
December 31,
2014 | | |
December 31,
2015 | | |
December 31,
2014 | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | 33,541,493 | | |
$ | 34,516,424 | | |
$ | 101,652,360 | | |
$ | 106,501,072 | |
Cost of revenues | |
| 30,154,183 | | |
| 29,519,594 | | |
| 88,886,461 | | |
| 91,280,719 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 3,387,310 | | |
| 4,996,830 | | |
| 12,765,899 | | |
| 15,220,353 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 4,321,435 | | |
| 4,606,262 | | |
| 13,011,542 | | |
| 13,191,477 | |
Litigation settlement | |
| - | | |
| - | | |
| 1,400,000 | | |
| - | |
Provision for doubtful accounts, net | |
| 84,795 | | |
| 31,421 | | |
| 457,324 | | |
| (24,020 | ) |
| |
| 4,406,230 | | |
| 4,637,683 | | |
| 14,868,866 | | |
| 13,167,457 | |
| |
| | | |
| | | |
| | | |
| | |
Operating income (loss) | |
| (1,018,920 | ) | |
| 359,147 | | |
| (2,102,967 | ) | |
| 2,052,896 | |
| |
| | | |
| | | |
| | | |
| | |
Other expenses | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (47,063 | ) | |
| (33,087 | ) | |
| (120,237 | ) | |
| (121,794 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income (loss) before income taxes and equity earnings in minority investment of unconsolidated affiliate | |
| (1,065,983 | ) | |
| 326,060 | | |
| (2,223,204 | ) | |
| 1,931,102 | |
| |
| | | |
| | | |
| | | |
| | |
Equity earnings/(loss) in minority investment of unconsolidated affiliate | |
| (24,304 | ) | |
| 125,000 | | |
| 112,000 | | |
| 370,000 | |
| |
| | | |
| | | |
| | | |
| | |
Income before income taxes | |
| (1,090,287 | ) | |
| 451,060 | | |
| (2,111,204 | ) | |
| 2,301,102 | |
| |
| | | |
| | | |
| | | |
| | |
Provision for (benefit from) income taxes | |
| (418,000 | ) | |
| 243,000 | | |
| (810,000 | ) | |
| 1,043,000 | |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) | |
$ | (672,287 | ) | |
$ | 208,060 | | |
$ | (1,301,204 | ) | |
$ | 1,258,102 | |
| |
| | | |
| | | |
| | | |
| | |
Income (loss) per share of common stock | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.07 | ) | |
$ | 0.02 | | |
$ | (0.13 | ) | |
$ | 0.13 | |
Diluted | |
$ | (0.07 | ) | |
$ | 0.02 | | |
$ | (0.13 | ) | |
$ | 0.13 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 9,792,618 | | |
| 9,718,870 | | |
| 9,764,564 | | |
| 9,606,271 | |
Diluted | |
| 9,792,618 | | |
| 9,952,518 | | |
| 9,764,564 | | |
| 9,868,139 | |
See accompanying notes to condensed financial
statements
COMMAND SECURITY CORPORATION
CONDENSED BALANCE SHEETS
| |
December 31, 2015 | | |
March 31, 2015 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 406,646 | | |
$ | 2,435,839 | |
Accounts receivable, net of allowance for doubtful accounts accounts of $985,440 and $614,105, respectively | |
| 24,295,978 | | |
| 21,712,036 | |
Prepaid expenses | |
| 972,220 | | |
| 1,653,404 | |
Other assets | |
| 3,169,093 | | |
| 3,283,195 | |
Total current assets | |
| 28,843,937 | | |
| 29,084,474 | |
| |
| | | |
| | |
Furniture and equipment at cost, net | |
| 273,761 | | |
| 383,860 | |
| |
| | | |
| | |
Other Assets: | |
| | | |
| | |
Intangible assets, net | |
| 1,464,676 | | |
| 1,763,805 | |
Minority investment in unconsolidated affiliate | |
| 2,742,000 | | |
| 2,630,000 | |
Other assets | |
| 4,366,795 | | |
| 2,725,016 | |
Total other assets | |
| 8,573,471 | | |
| 7,118,821 | |
| |
| | | |
| | |
Total assets | |
$ | 37,691,169 | | |
$ | 36,587,155 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Checks issued in advance of deposits | |
$ | 856,989 | | |
$ | 1,161,023 | |
Short-term borrowings | |
| 7,567,517 | | |
| 6,000,000 | |
Accounts payable | |
| 1,562,433 | | |
| 620,282 | |
Accrued expenses and other liabilities | |
| 6,920,949 | | |
| 7,647,102 | |
Total current liabilities | |
| 16,907,888 | | |
| 15,428,407 | |
| |
| | | |
| | |
Insurance reserves | |
| 650,073 | | |
| 584,569 | |
Other non-current liabilities | |
| 700,000 | | |
| - | |
Total liabilities | |
| 18,257,961 | | |
| 16,012,976 | |
| |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Preferred stock, convertible Series A, $.0001 par value | |
| - | | |
| - | |
Common stock, $.0001 par value | |
| 1,155 | | |
| 1,149 | |
Treasury stock, at cost, 1,752,200 shares | |
| (2,885,579 | ) | |
| (2,885,579 | ) |
Additional paid-in capital | |
| 18,405,974 | | |
| 18,245,747 | |
Accumulated earnings | |
| 3,911,658 | | |
| 5,212,862 | |
Total stockholders’ equity | |
| 19,433,208 | | |
| 20,574,179 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity | |
$ | 37,691,169 | | |
$ | 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 | |
| | | |
| 22 | | |
| | | |
| 265,526 | | |
| | | |
| 265,548 | |
Stock compensation cost | |
| | | |
| | | |
| | | |
| 163,789 | | |
| | | |
| 163,789 | |
Net income | |
| | | |
| | | |
| | | |
| | | |
| 1,258,102 | | |
| 1,258,102 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2014 | |
| - | | |
| 1,148 | | |
| (2,885,579 | ) | |
| 18,115,130 | | |
| 5,212,701 | | |
| 20,443,400 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options exercised, net | |
| | | |
| 1 | | |
| | | |
| 15,369 | | |
| | | |
| 15,370 | |
Stock based compensation tax benefits | |
| | | |
| | | |
| | | |
| 75,822 | | |
| | | |
| 75,822 | |
Stock compensation cost | |
| | | |
| | | |
| | | |
| 39,426 | | |
| | | |
| 39,426 | |
Net income | |
| | | |
| | | |
| | | |
| | | |
| 161 | | |
| 161 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at March 31, 2015 | |
| - | | |
| 1,149 | | |
| (2,885,579 | ) | |
| 18,245,747 | | |
| 5,212,862 | | |
| 20,574,179 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options exercised, net | |
| | | |
| 6 | | |
| | | |
| 75,090 | | |
| | | |
| 75,096 | |
Repurchase of stock options | |
| | | |
| | | |
| | | |
| (14,034 | ) | |
| | | |
| (14,034 | ) |
Stock compensation cost | |
| | | |
| | | |
| | | |
| 99,171 | | |
| | | |
| 99,171 | |
Net loss | |
| | | |
| | | |
| | | |
| | | |
| (1,301,204 | ) | |
| (1,301,204 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2015 | |
$ | - | | |
$ | 1,155 | | |
$ | (2,885,579 | ) | |
$ | 18,405,974 | | |
$ | 3,911,658 | | |
$ | 19,433,208 | |
See accompanying notes to condensed financial
statements
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Nine Months Ended
December 31, | |
| |
2015 | | |
2014 | |
Cash flows from operating activities: | |
| | | |
| | |
Net income (loss) | |
$ | (1,301,204 | ) | |
$ | 1,258,102 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 469,283 | | |
| 480,207 | |
Provision for doubtful accounts, net | |
| 457,324 | | |
| (24,020 | ) |
Equity earnings in minority investment of unconsolidated affiliate | |
| (112,000 | ) | |
| (370,000 | ) |
Rent expense | |
| (14,990 | ) | |
| (38,937 | ) |
Gain on asset dispositions | |
| (1,525 | ) | |
| (2,500 | ) |
Stock based compensation costs | |
| 99,171 | | |
| 163,789 | |
Insurance reserves | |
| 65,504 | | |
| 144,431 | |
Deferred income taxes | |
| (1,946,047 | ) | |
| (347,295 | ) |
Restricted cash | |
| - | | |
| 83,117 | |
Change in receivables, prepaid expenses and other current assets | |
| (1,941,712 | ) | |
| 2,662,760 | |
Change in accounts payable and other liabilities | |
| 230,989 | | |
| (1,396,440 | ) |
Change in other long term liabilities | |
| 700,000 | | |
| - | |
Net cash provided by (used in) operating activities | |
| (3,295,207 | ) | |
| 2,613,214 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of equipment | |
| (58,531 | ) | |
| (138,681 | ) |
Net cash used in investing activities | |
| (58,531 | ) | |
| (138,681 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Net (repayments)/advances on short-term borrowings | |
| 1,567,517 | | |
| (3,511,359 | ) |
Change in checks issued in advance of deposits | |
| (304,034 | ) | |
| (805,174 | ) |
Repurchase of stock options | |
| (14,034 | ) | |
| - | |
Proceeds from option exercises, net | |
| 75,096 | | |
| 265,548 | |
Net cash provided by (used in) financing activities | |
| 1,324,545 | | |
| (4,050,985 | ) |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| (2,029,193 | ) | |
| (1,576,452 | ) |
| |
| | | |
| | |
Cash and cash equivalents, beginning of period | |
| 2,435,839 | | |
| 3,470,427 | |
| |
| | | |
| | |
Cash and cash equivalents, end of period | |
$ | 406,646 | | |
$ | 1,893,975 | |
Supplemental Disclosures of Cash Flow Information
Cash paid during the nine months ended December 31 for: | |
2015 | | |
2014 | |
| |
| | |
| |
Interest | |
$ | 109,776 | | |
$ | 123,427 | |
Income taxes | |
| 335,616 | | |
| 787,500 | |
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 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, 2016 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. | Recently Issued Accounting Standards |
In November 2015, the FASB issued
ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”. ASU 2015-17 simplifies the presentation of deferred
taxes by requiring deferred tax assets and liabilities to be classified as non-current on the balance sheet. ASU 2015-17 is effective
for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years.
The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently evaluating the impact of this guidance. The adoption of this guidance is not
expected to have a material impact on the Company's financial position, results of operations, or cash flows.
2. |
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 February 2016 (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 December
31, 2015, is $796,875. 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%.
On November 13, 2015, we entered
into a fifth amendment (the “Fifth Amendment”) to our Credit Agreement. The Fifth Amendment amends a financial covenant
of the Credit Agreement to allow for certain legal settlement costs associated with the Company’s settlement of a class action
lawsuit (Leal v. Command Security Corporation).
On February 12, 2016, we entered
into a sixth amendment (the “Sixth Amendment” to our Credit Agreement). The Sixth Amendment amends the Credit Agreement
to replace the “Minimum Debt Service Coverage Ratio” covenant with a “Minimum Excess Availability” covenant
that is effective as of December 31, 2015.
Under the Credit Agreement, as of December 31, 2015, the interest
rate was 2.25% for LIBOR loans and 2.375% for revolving loans. At December 31, 2015, we had approximately $0.4 million of cash
on hand. We also had $6.0 million in LIBOR loans outstanding, $1.6 million in revolving loans outstanding and $0.3 million outstanding
under our letters of credit sub-line under the Credit Agreement, representing 48% 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 various 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 nine months ended December 31, 2015, we were in compliance with all covenants under
the Credit Agreement.
| |
December 31, | | |
March 31, | |
| |
2015 | | |
2015 | |
| |
| | |
| |
Workers' compensation insurance | |
$ | 2,184,500 | | |
$ | 2,603,209 | |
Other receivables | |
| 6,000 | | |
| 6,000 | |
Security deposits | |
| 159,439 | | |
| 159,100 | |
Deferred tax asset | |
| 5,185,949 | | |
| 3,239,902 | |
| |
| 7,535,888 | | |
| 6,008,211 | |
| |
| | | |
| | |
Current portion | |
| (3,169,093 | ) | |
| (3,283,195 | ) |
| |
| | | |
| | |
Total non-current portion | |
$ | 4,366,795 | | |
$ | 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. As of December 31, 2015, the workers’ compensation insurance net asset includes approximately $0.5 million
of net liabilities to three insurance carriers.
COMMAND SECURITY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
4. |
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 nine months ended:
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Net operating revenues | |
$ | 8,735,083 | | |
$ | 14,937,404 | |
Gross profit | |
$ | 2,527,321 | | |
$ | 4,263,783 | |
Operating income | |
$ | 1,337,616 | | |
$ | 3,131,828 | |
Net income from continuing operations | |
$ | 554,699 | | |
$ | 1,892,952 | |
5. |
Accrued Expenses and Other Liabilities: |
|
|
December 31, |
|
|
March 31, |
|
|
|
2015 |
|
|
2015 |
|
|
|
|
|
|
|
|
Payroll and related expenses |
|
$ |
3,955,515 |
|
|
$ |
5,610,224 |
|
Taxes and fees payable |
|
|
592,523 |
|
|
|
314,911 |
|
Accrued interest payable |
|
|
11,987 |
|
|
|
1,921 |
|
Other |
|
|
2,360,924 |
|
|
|
1,720,046 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,920,949 |
|
|
$ |
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 $1,680,325 and $650,070 for the three months ended December
31, 2015 and 2014, respectively, and $2,967,239 and $2,020,035 for the nine months ended December 31, 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 resulting adjustments 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 and
nine months ended December 31, 2015 and 2014.
For the three and nine months
ended December 31, 2015, the Company reported a net loss and, accordingly, potential common shares that would cause dilution, such
as employee stock options, have been excluded from the diluted share count because their inclusion would have been anti-dilutive.
For the three and nine months ended December 31, 2015, the fully diluted shares would have been 10,050,037 and 9,975,190, respectively.
The nature of our business is
such that there is a significant volume of routine claims and lawsuits that are made against us, the 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. Oral arguments have been set for March 2016 in the Ninth Circuit
Court of Appeals. 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. This
matter was resolved in January 2016 within recorded reserves and was not material.
On April 29, 2014, the California Superior Court granted a plaintiff’s
motion (Leal v. Command Security Corporation) 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. On November 12, 2015,
the Company agreed to a maximum settlement amount of $2.0 million, including plaintiff’s attorney fees and costs, administration
costs, and certain other miscellaneous costs. As part of the settlement, the parties further agreed that (i) the final settlement
will be subject to court approval; (ii) a minimum of 50% of the net proceeds will be distributed to the class; and (iii) the settlement
will be paid in two installments, the first to be paid upon court approval of the final settlement agreement and the second to
be paid no later than one year from final approval. The Company expects court approval within the next two to three months.
The Leal v. Command Security
Corporation lawsuit is one of numerous class action lawsuits filed during the past year against security guard companies in California
related to meal and rest break regulations. The Company aggressively defended its position in this case; however, given the current
environment in California regarding similar lawsuits, the Company believes that settling this matter under these terms provides
a favorable outcome. In addition, the Company considered its assessment of the cost to continue to defend the case through trial
and a potential appeal in its decision to settle. While the parties have established a maximum settlement amount at $2.0 million,
the Company recorded a $1.4 million provision in the quarter ended September 30, 2015. This provision is based on the terms of
the settlement and historical statistical information as to the expected rate of participation in similar cases provided to the
Company by claims administrators. In the event the rate of participation in the settlement by class members were to exceed current
estimates the final settlement amount could increase to the maximum settlement amount. The settlement will be administered over
the next one to two years.
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 33% of our workforce is subject to a collective bargaining arrangement which is set to
expire on March 31, 2017, or a recognition agreement with SEIU 32BJ.
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, especially within the
Workers Compensation and employment law environments in large metropolitan areas. Many of our customers, particularly those that
are primarily involved in the aviation industry, are currently experiencing substantial challenges related to federal and state
regulatory changes and the international security challenges. 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” below and 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 that are being amortized on a straight-line basis over a period of 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 December 31, 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 $99,171 and $163,789 for stock based compensation have been recorded for the nine months ended December
31, 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
26 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 (the “USPS
Contract”), valued at approximately $250 million over a ten year term of service. The USPS 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 USPS Contract awarded to the Company pending the resolution of a dispute
over the award of such contract. The USPS Contract 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 USPS 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 USPS Contract with 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 USPS Contract awarded the Company pending resolution of the Court of Federal Claims protest filed by ABM.
The Court of Federal Claims dismissed the protest filed by ABM on July 7, 2015 to allow for the USPS to take corrective action.
On November 20, 2015, the Company was notified
by the USPS of its decision to confirm the award of the USPS Contract to the Company. On January 27, 2016, Universal Protection
Service, LP (“Universal”), claiming to be ABM’s successor-in-interest, filed a complaint in the Court of Federal
Claims challenging the award of the USPS Contract to the Company. On that same day, the Company filed a motion to intervene in
the case. On January 28, 2016, the Company was notified that the USPS agreed to issue a stay of the transition of the USPS Contract
pending resolution of the Court of Federal Claims protest filed by Universal. On February 8, 2016, the Company filed a motion to
dismiss Universal’s complaint with the Court of Federal Claims. The Company and the USPS are aggressively defending the USPS
decision to award the contract to the Company and we expect a decision from the court before the end of the Company’s fiscal
year.
Many variables make it impossible to accurately
predict the actual duration of the current protest proceedings. Although we are hopeful that a corrected award decision will be
issued, we cannot predict when such a decision will occur or when the protest proceeding will conclude. 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 $1.0 million,
or 2.8% to $33.5 million for the three months ended December 31, 2015 from $34.5 million in the corresponding period of the prior
year. The decrease in revenues for the three months ended December 31, 2015 was driven primarily by a reduction of approximately
$1.0 million in security related services from California based technology companies and a reduction of approximately $0.6 million
in revenues from New York based healthcare facilities. In addition, revenues from construction related services declined by approximately
$0.7 million and revenues from other commercial, industrial and residential customers declined by approximately $0.3 million. These
decreases were partly offset by an increase of approximately $1.6 million in revenues from aviation related services with several
domestic and international airlines operating primarily at New York LaGuardia and Los Angeles LAX airports.
Our revenues decreased
by $4.8 million, or 4.6% to $101.7 million for the nine months ended December 31, 2015 from $106.5 million in the corresponding
period of the prior year. The decrease in revenues for the nine months ended December 31, 2015 was mainly due to a $3.2 million
reduction in revenues from a major transportation company following the loss of a Western region services contract with one customer
effective May 31, 2014. In addition, revenues from New York based healthcare facilities declined by a net of approximately $2.2
million, revenues from California based technology companies declined by approximately $1.3 million, and revenues from various
residential customers declined by approximately $1.6 million. These decreases were partially offset by net increases of approximately
$4.0 million in revenues from aviation related services with several domestic and international airlines operating primarily at
New York LaGuardia, New York JFK and Los Angeles LAX airports.
Workers’ Compensation Costs
Charges for estimated workers’ compensation
related losses incurred and included in cost of revenues were $1,680,325 and $650,070 for the three months ended December 31, 2015
and 2014, respectively, and $2,967,239 and $2,020,035 for the nine months ended December 31, 2015 and 2014, respectively.
This increase in workers' compensation
costs during the three and nine months ended December 31, 2015, is primarily due to the following:
| · | Increased
total estimated costs on prior year’s claims — During
recent months, workers' compensation insurance carriers from past years have reported increases in the estimated total cost of
several ongoing claims dating back to the 2006 policy year. These
policy years were previously estimated to be more fully developed, or closer to the estimated total future cost of these claims,
than these recent increases in estimated total cost now suggests. The
increases in the estimated total costs of these ongoing claims represents approximately $600,000 of the above-mentioned increase
in workers' compensation costs. |
| · | Improved claims management practices — Effective
October 1, 2014, the Company changed from a carrier managed claims program to a third party administrator (TPA) managed program
and changed its workers compensation insurance carrier. Under the former carrier managed claims approach, the carriers controlled
day-to-day claim management activities, including the estimation of total future claim costs, management and settlement strategies. |
Under our current TPA managed
program, the Company retains a greater level of influence and control over the planning and decisions regarding day-to-day management
of claims, estimating total future costs, developing and managing settlement strategies and activities designed to lead to a more
timely and efficient resolution of claims. An element of this initiative includes developing a more timely and accurate acknowledgement
of the eventual total cost of each claim. Management believes these improved management practices and the TPA managed program will
help to mitigate increases in workers’ compensation costs in future years. However, these changes have led to an acceleration
of the recognition of costs earlier in the life of a claim. The acceleration of the recognition of these costs represents approximately
$500,000 of the above-mentioned increase in workers' compensation costs.
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.
The above described increases in workers'
compensation costs have no immediate impact on cash flows.
Gross Profit
Our gross profit decreased by $1.6 million,
or 32.2%, to $3.4 million (10.1% of revenues) for the three months ended December 31, 2015, from $5.0 million (14.5% of revenues)
in the corresponding period of the prior year. The decrease in gross profit was due mainly to the above- mentioned increase of
$1.1 million in workers’ compensation expense, a net reduction of approximately $0.5 million in profits from New York based
healthcare facilities, a reduction of approximately $0.3 million in profits from construction related services and a reduction
of approximately $0.2 million in profits from California based technology companies and various other commercial, industrial and
residential customers, partly offset by an increase of approximately $0.6 million in profits from aviation related services with
several domestic and international airlines operating primarily at New York LaGuardia and New York JFK airports.
Our gross profit decreased
by $2.4 million, or 16.1%, to $12.8 million (12.6% of revenues) for the nine months ended December 31, 2015, from $15.2 million
(14.3% of revenues) in the corresponding period of the prior year. The decrease was due mainly to a net reduction of approximately
$1.2 million in profits from New York based healthcare facilities, an increase of approximately $1.0 million in workers’
compensation expense, a reduction of approximately $0.9 million in profits from a major transportation company and a reduction
of approximately $0.2 million in profits from California based technology companies, partially offset by an increase of approximately
$1.0 million in aviation related services with several domestic and international airlines operating primarily at New York LaGuardia,
New York JFK and Los Angeles LAX airports.
General and
Administrative Expenses
Our general and administrative expenses
decreased by $0.3 million, or 6.2%, to $4.3 million (12.9% of revenues) for the three months ended December 31, 2015, from $4.6
million (13.3% of revenues) in the corresponding period of the prior year. The decrease in general and administrative expenses
for the three months ended December 31, 2015, was driven primarily by a decrease in employee compensation and benefits costs of
approximately $0.3 million.
Our general and administrative expenses
decreased by $0.2 million, or 1.4%, to $13.0 million (12.8% of revenues) for the nine months ended December 31, 2015, from $13.2
million (12.4% of revenues) in the corresponding period of the prior year. The decrease in general and administrative expenses
for the nine months ended December 31, 2015 was due mainly to a reduction in employee compensation and benefits costs of approximately
$1.1 million, partially offset by an increase in legal fees of approximately $0.5 million, and an increase in consulting, auditing
and accounting costs of approximately $0.4 million.
Litigation Settlement
On April 29, 2014, the California Superior
Court granted a plaintiff’s motion (Leal v. Command Security Corporation) 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.
On November 12, 2015, the Company agreed
to a maximum settlement amount of $2.0 million, including plaintiff’s attorney fees and costs, administration costs, and
certain other miscellaneous costs. As part of the settlement, the parties further agreed that (i) the final settlement will be
subject to court approval; (ii) a minimum of 50% of the net proceeds will be distributed to the class; and (iii) the settlement
will be paid in two installments, the first to be paid upon court approval of the final settlement agreement and the second to
be paid no later than one year from final approval.
This lawsuit is one of numerous class action
lawsuits filed during the past year against security guard companies in California related to meal and rest break regulations.
The Company aggressively defended its position in this case; however, given the current environment in California regarding similar
lawsuits, the Company believes that settling this matter under these terms provides a favorable outcome. In addition, the Company
considered its assessment of the cost to continue to defend the case through trial and a potential appeal in its decision to settle.
While the parties have established a maximum settlement amount at $2.0 million, the Company recorded a $1.4 million provision in
the quarter ended September 30, 2015. This provision is based on the terms of the settlement and historical statistical information
as to the expected rate of participation in similar cases provided to the Company by claims administrators. In the event the rate
of participation in the settlement by class members was to exceed current estimates, the final settlement amount could increase
to the maximum settlement amount. The settlement will be administered over the next one to two years.
Provision for Doubtful Accounts
The provision for doubtful accounts for
the three months ended December 31, 2015, net of recoveries, increased by $53,374 to net expense of $84,795 as compared with net
expense of $31,421 in the corresponding period of the prior year. The increase in the net provision for doubtful accounts
for the three months ended December 31, 2015 related primarily to the absence of the recovery of approximately $5,000 of specific
accounts previously considered uncollectible and an increase in reserves for specific accounts currently considered uncollectible.
The provision for doubtful accounts for
the nine months ended December 31, 2015, net of recoveries, increased by $481,344 to net expense of $457,324 as compared with $24,020
of net recoveries in the corresponding period of the prior year. The increase in the net provision for doubtful accounts for the
nine months ended December 31, 2015 related primarily to the absence of recoveries of approximately $212,000 of specific accounts
previously deemed 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 increased by $13,976,
or 42.2%, to $47,063 for the three months ended December 31, 2015, from $33,087 in the corresponding period of the prior year.
The increase in interest expense for the three months ended December 31, 2015 was due to an increase of 0.25% in the rate for LIBOR
loans, an increase of 0.375% in the rate for revolving loans, and higher average outstanding borrowings under our credit agreement
with Wells Fargo, described below.
Interest expense decreased by $1,557, or
1.3%, to $120,237 for the nine months ended December 31, 2015, from $121,794 in the corresponding period of the prior year. The
decrease in interest expense for the nine months ended December 31, 2015 was due primarily to slightly 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 loss of OPS for
the three months ended December 31, 2015 was $24,304 as compared with the company’s proportionate share of net income of
OPS for the three months ended December 31, 2014 of $125,000.
The Company’s proportionate share of net income of OPS
for the nine months ended December 31, 2015 and 2014 was $112,000 and $370,000, respectively.
The decrease in the Company’s proportionate share of net
income of OPS for the three and nine months ended December 31, 2015, was due to a reduction in revenues driven by a reduction in
overall demand, increased competitive pricing pressures, a decrease in total missions and 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 (benefit from) income taxes
The provision for income taxes decreased
by $661,000 to a net tax benefit of $418,000 for the three months ended December 31, 2015 compared with a provision of $243,000
in the corresponding period of the prior year. The Company’s effective tax rate for the three months ended December 31, 2015
decreased by 15.6% to 38.3% compared with 53.9% in the corresponding period of the prior year. The decreases in the provision for
income taxes and the effective tax rate were primarily due to lower pre-tax earnings.
The provision for income taxes decreased
by $1,853,000 to a net tax benefit of $810,000 for the nine months ended December 31, 2015 compared with a provision of $1,043,000
in the corresponding period of the prior year. The Company’s effective tax rate decreased by 6.9% to 38.4% for the nine months
ended December 31, 2015 compared with 45.3% in the corresponding period of the prior year. The decreases in the provision for income
taxes and the effective tax rate were primarily due to lower pre-tax earnings.
Liquidity and Capital Resources
We pay approximately 82% of our employees
on a bi-weekly basis with the remaining employees being paid on a 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 February 2016 (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 December 31, 2015, is $796,875 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%.
On November 13, 2015, we entered into a
fifth amendment (the “Fifth Amendment”) to our Credit Agreement. The Fifth Amendment amends a financial covenant of
the Credit Agreement to allow for certain legal settlement costs associated with the Company’s settlement of a class action
lawsuit (Leal v. Command Security Corporation).
On February 12, 2016, we entered
into a sixth amendment (the “Sixth Amendment” to our Credit Agreement). The Sixth Amendment amends the Credit Agreement
to replace the “Minimum Debt Service Coverage Ratio” covenant with a “Minimum Excess Availability” covenant
that is effective as of December 31, 2015.
Under the Credit Agreement, as of December 31, 2015, the interest rate was 2.25% for LIBOR loans and 2.375% for revolving loans.
At December 31, 2015, we had approximately $0.4 million of cash on hand. We also had $6.0 million in LIBOR loans outstanding,
$1.6 million in revolving loans outstanding and $0.3 million outstanding under our letters of credit sub-line under the Credit
Agreement, representing 48% 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 nine months ended December 31, 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 decreased by $1.7 million,
or 12.6%, to $11.9 million as of December 31, 2015, from $13.7 million as of March 31, 2015.
We had checks drawn in advance of future
deposits of $0.9 million at December 31, 2015, compared with $1.2 million at March 31, 2015. 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 pursued 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. In December 2014 we re-entered the U.S. federal government market with the award of
the U.S. Postal Service contract 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:
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Improved performance through better systems, procedures and training; |
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Profitable top line revenue growth through identification of larger bid and proposal opportunities including new Federal and/or international opportunities and potential acquisitions; |
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Dedicated marketing and sales efforts in specific industry sectors that complement our core capabilities, geography and operational expertise; and |
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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. We continue to
pursue complementary acquisition opportunities to leverage our management structure and deliver accretive earnings with
acceptable collection terms. Our focus on larger long term contract opportunities provides another path to add significant
additional revenue similar to that anticipated by the U.S. Postal Service contract and other commercial and federal
contract opportunities. 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
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,
intense 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 nine
months ended December 31, 2015 was 10.1%. We expect gross profit to remain under pressure due primarily to continued price competition,
including competition from companies with substantially greater financial and other resources than us. However, we expect these
effects will be partly mitigated by price increase, continued operational efficiencies resulting from better management and leveraging
of our cost structures and workflow process efficiencies associated with our integrated financial software system.
Our security services division generated
approximately $55 million or 54% of our total revenues in the nine months ended December 31, 2015. Our aviation services division
generated approximately $47 million or 46% of our total revenues in the nine months ended December 31, 2015.
In the nine months ended December 31, 2015,
the Company had six customers, who, in the aggregate, represented approximately 43% of the Company’s total revenues with
two of these customers representing 14% and 13% of total revenue, respectively. These customers include one domestic and one international
airline, two airline industry consortiums, a major transportation company, and a northeast U.S. based healthcare facility. 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 in February 2016, as described
above. As of the close of business on January 29, 2016, our total outstanding borrowings under the Credit Agreement were approximately
$9.9 million and our total availability was approximately $5.9 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 nine months ended December 31,
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 nine
months ended December 31, 2015, a 1% change in the prime and/or LIBOR lending rates could impact our financial position and results
of operations by approximately $17,200 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
December 31, 2015. There have been no changes in our internal control over financial reporting that occurred during our third quarter
of fiscal 2016 ended December 31, 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.
Ongoing insurance and claims expenses could significantly
affect our earnings.
We recently experienced an increase in
cost of revenue due to increased estimates of workers’ compensation claims and acceleration in the recognition of workers’
compensation costs. We can provide no assurance that costs associated with workers’ compensation claims will decline in the
future. In addition, we may not be successful in our efforts to mitigate future increases in workers’ compensation costs
or limit the frequency or severity of our workers’ compensation claims, which could cause further increases in our workers’
compensation costs. Future increases in workers’ compensation costs, if incurred, could have a material adverse effect on
our business, financial condition, and results of operations.
Except for the foregoing, 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.
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Exhibit 10.1* Sixth Amendment to Credit and Security Agreement, dated as of February 12, 2016, between Command Security Corporation and Wells Fargo Bank, National Association. |
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Exhibit 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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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. |
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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. |
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Exhibit 99.1* Press Release dated February 16, 2016. |
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Exhibit 101* The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 are formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Statements of Operations for the three and nine months ended December 31, 2015 and December 31, 2014, (ii) Condensed Balance Sheets as of December 31, 2015 and March 31, 2015, (iii) Condensed Statements of Changes in Stockholders' Equity for the nine months ended December 31, 2015 and December 31, 2014, (iv) Condensed Statements of Cash Flows for the nine months ended December 31, 2015 and December 31, and (v) Notes to the Unaudited Condensed Financial Statements. |
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*Filed herewith |
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**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.
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COMMAND SECURITY CORPORATION |
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Date: February 16, 2016 |
By: |
/s/ Craig P. Coy |
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Craig P. Coy |
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Chief Executive Officer |
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(Principal Executive Officer) |
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/s/ N. Paul Brost |
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N. Paul Brost |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
Exhibit 10.1
SIXTH AMENDMENT
TO CREDIT AND SECURITY AGREEMENT
This Sixth Amendment
to Credit and Security Agreement (this “Sixth Amendment”), dated as of February 12, 2016, is made by and among
COMMAND SECURITY CORPORATION, a New York corporation (“CSC” or “Borrower”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”).
WITNESSETH:
WHEREAS, the Borrower
and Wells Fargo are parties to a certain Credit and Security Agreement dated as of February 12, 2009 (as amended by that certain
Amendment to Credit and Security Agreement dated as of December 1, 2009, that certain Second Amendment to Credit and Security Agreement
dated as of October 18, 2011, that certain Third Amendment to Credit and Security Agreement dated as of November 6, 2012, that
certain Fourth Amendment to Credit and Security Agreement dated as of June 30, 2014, that certain Fifth Amendment to Credit and
Security Agreement dated as of November 13, 2015, and as further amended, supplemented and in effect, collectively, the “Credit
Agreement”); and
WHEREAS, the Borrower
has requested that Wells Fargo modify and amend certain terms and conditions of the Credit Agreement; and
WHEREAS, the Wells
Fargo has agreed to modify and amend certain terms and conditions of the Credit Agreement, all as provided herein.
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:
| 1. | Defined Terms. Capitalized terms used in this Sixth Amendment which are defined in the Credit
Agreement shall have the same meanings as defined therein, unless otherwise defined herein. |
| 2. | Amendments to Section 5. Section 5.2 of the Credit Agreement is hereby amended as follows: |
| (a) | Section 5.2(a) (Minimum Debt Service Coverage Ratio) is hereby deleted in its entirety,
and the following substituted in its stead: |
“(a) Minimum
Excess Availability. Commencing December 31, 2015 and thereafter, Borrower shall maintain Excess Availability as follows:
Period |
Minimum Excess Availability |
December 31, 2015 through and including May 31, 2016 |
$5,000,000 |
June 1, 2016 through and including June 30, 2016 |
$4,500,000 |
July 1, 2016 and thereafter |
$5,000,000 |
“Excess
Availability” shall mean the result of (i) collateral availability calculated pursuant to the Borrowing Base limitations
set forth in Section 1.2 (provided, however, if the calculation of the Borrowing Base pursuant to said Section 1.2 results in an
amount which exceeds $21,100,000, collateral availability shall, for purposes of this covenant, nonetheless be deemed to be $21,100,000
and not such greater amount), less (ii) the aggregate of the unreimbursed Advances plus the L/C Amount. The foregoing covenant
shall be tested (i) monthly on an average basis solely for the months of December 2015 and January 2016, and (ii) weekly beginning
after February 12, 2016, based upon the Borrowing Base certificate required to be delivered to Wells Fargo pursuant to Section
5.1(e) hereof and in the form attached as Exhibit A to the Sixth Amendment.”
| 3. | Ratification of Loan Documents. Except as provided for herein, all terms and conditions
of the Credit Agreement and the other Loan Documents remain in full force and effect. Borrower hereby ratifies, confirms, and reaffirms
all representations, warranties, and covenants contained therein and acknowledges and agrees that the Obligations, as modified
hereby, are and continue to be secured by the Collateral. Borrower warrants and represents to Wells Fargo that as of the date hereof,
no Event of Default has occurred and is continuing. Borrower acknowledges and agrees that Borrower does not have any offsets, defenses,
or counterclaims against Wells Fargo thereunder, and to the extent that any such offsets, defenses, or counterclaims may exist,
Borrower hereby WAIVES and RELEASES Wells Fargo therefrom. |
| 4. | Sixth Amendment Fee. In addition to the other fees described in the Credit Agreement for
which the Borrower is obligated to pay to Wells Fargo, in consideration of Wells Fargo’s entering into this Sixth Amendment,
the Borrower shall pay to Wells Fargo a fee (the “Sixth Amendment Fee”) in the amount of Twelve Thousand Five
Hundred and 00/100 Dollars ($12,500) simultaneous with the execution and delivery of this Sixth Amendment to Wells Fargo, which
Sixth Amendment Fee shall be fully and irrevocably earned by Wells Fargo as of such date, and is non-refundable to the Borrower. |
| 5. | Conditions Precedent. This Sixth Amendment shall not be effective until each of the following
conditions precedent has been fulfilled to the satisfaction of Wells Fargo: |
| (a) | This Sixth Amendment shall have been duly executed and delivered by the respective parties thereto,
and shall be in full force and effect and shall be in form and substance satisfactory to Wells Fargo. |
| (b) | Wells Fargo shall have received the documents, instruments and agreements as Wells Fargo may reasonably
require to effectuate this Sixth Amendment. |
| (c) | All action on the part of the Borrower necessary for the valid execution, delivery and performance
by the Borrower of this Sixth Amendment shall have been duly and effectively taken and evidence thereof reasonably satisfactory
to Wells Fargo shall have been provided to Wells Fargo. |
| (d) | The Borrower shall have paid the Sixth Amendment Fee. |
| (e) | No Event of Default shall have occurred and be continuing. |
| (f) | The Borrower shall have paid all reasonable and documented costs and expenses of Wells Fargo, including,
without limitation, reasonable attorneys’ fees in connection with the preparation, negotiation, execution and delivery of
this Sixth Amendment as well as any outstanding invoices. |
| (a) | This Sixth Amendment may be executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. |
| (b) | This Sixth Amendment expresses the entire understanding of the parties with respect to the transactions
contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. |
| (c) | Any determination that any provision of this Sixth Amendment or any application hereof is invalid,
illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such
provision in any other instance, or the validity, legality or enforceability of any other provisions of this Sixth Amendment. |
| (d) | The Borrower warrants and represents that the Borrower has consulted with independent legal counsel
of the Borrower’s selection in connection with this Sixth Amendment and is not relying on any representations or warranties
of Wells Fargo or its counsel in entering into this Sixth Amendment. |
IN WITNESS WHEREOF,
each party hereto has executed this Sixth Amendment as a sealed instrument under the laws of the Commonwealth of Massachusetts
through its authorized officer as of the date set forth above.
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COMMAND SECURITY CORPORATION |
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By: |
/s/ N. Paul Brost |
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Name: |
N. Paul Brost |
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Title: |
Chief Financial Officer |
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WELLS FARGO BANK, |
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NATIONAL ASSOCIATION |
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By: |
/s/ James A. Kelly |
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Name: |
James A. Kelly |
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Title: |
Vice President |
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: February 16, 2016 |
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/s/ Craig P. Coy |
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Craig P. Coy |
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Chief Executive Officer |
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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: February 16, 2016 |
|
|
|
/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 December 31, 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: February 16, 2016 |
|
|
|
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 December 31, 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: February 16, 2016 |
|
|
|
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 NINE MONTHS ENDED
DECEMBER 31, 2015
Herndon, VA***February 16, 2016***Command
Security Corporation (NYSE MKT: MOC) today reported its financial results for its third fiscal quarter ended December 31, 2015.
Revenues for the three months ended December
31, 2015 were $33.5 million compared with revenues of $34.5 million for the three months ended December 31, 2014. Gross profit
for the three months ended December 31, 2015 was $3.4 million (10.1% of revenues) compared with $5.0 million (14.5% of revenues)
for the three months ended December 31, 2014. Operating loss for the three months ended December 31, 2015 was $1.0 million compared
with operating income of $0.4 million (1.0% of revenues) for the three months ended December 31, 2014. Net loss for the three months
ended December 31, 2015 was $0.7 million, or $0.07 per basic and diluted share outstanding, compared with net income of $0.2 million,
or $0.02 per basic and diluted share outstanding for the three months ended December 31, 2014.
Revenues for the nine months ended December
31, 2015 were $101.6 million compared with revenues of $106.5 million for the nine months ended December 31, 2014. Gross profit
for the nine months ended December 31, 2015 was $12.8 million (12.6% of revenues) compared with $15.2 million (14.3% of revenues)
for the nine months ended December 31, 2014. Operating loss for the nine months ended December 31, 2015 was $2.1 million compared
with operating income of $2.1 million (1.9% of revenues) for the nine months ended December 31, 2014. Net loss for the nine months
ended December 31, 2015 was $1.3 million, or $0.13 per basic and diluted share outstanding, compared with net income of $1.3 million,
or $0.13 per basic and diluted share outstanding for the nine months ended December 31, 2014.
Changes in revenues for the three months
ended December 31, 2015, included decreases in security services from California based technology companies, New York based healthcare
facilities, construction related services and other commercial, industrial and residential customers. These decreases were partly
offset by increases in aviation related services with several domestic and international airlines operating primarily in New York
and California.
The decrease in revenues for the nine months
ended December 31, 2015 was primarily due to a reduction of revenues from a major transportation company following the loss of
a Western region security services contract with the customer effective May 31, 2014, a net reduction in revenues at New York based
healthcare facilities, California based technology companies, and various other commercial, industrial and residential customers.
These decreases were partly offset by increases in aviation related services with several domestic and international airlines operating
primarily in New York and California.
The decrease in operating income for the
three months ended December 31, 2015 as compared with the three months ended December 31, 2014, was driven primarily by an increase
in workers compensation costs and decreases in revenues from certain groups of customers as noted above. These decreases were partially
offset by increases in aviation related services with several domestic and international airlines and reductions of certain operating
expenses.
The decrease in operating income for the
nine months ended December 31, 2015, as compared with the nine months ended December 31, 2014, was driven primarily by a $1.4 million
provision in our fiscal second quarter related to the settlement of a California class action lawsuit, a $1.1 million increase
in workers compensation costs as described below, a net reduction in revenues from New York based healthcare facilities, the loss
of the Western region security services contract with a major transportation company, and decreases in revenues from other commercial,
industrial and residential customers, partly offset by a decrease in certain operating expenses.
The decreases in net income for the three
and nine months ended December 31, 2015, compared to the same periods of the prior year were due to the above mentioned decrease
in operating income and a decrease in equity earnings of Ocean Protection Services (OPS), partly offset by a reduction in income
taxes. The decreases in the earnings of OPS for the three and nine months ended December 31, 2015 compared to the same periods
of the prior year were the result of an overall decline in shipping in high risk regions, a reduction in total missions as well
as changes in the number and composition of assigned security personnel.
The non-cash adjustment to the Company’s
workers compensation reserves of $1.1 million was in large part due to the change on October 1, 2014 from a carrier managed claims
program to a third party administrator (TPA) managed program and the change of the Company’s workers compensation insurance
carrier. Under the former carrier managed claims approach, the carriers controlled day-to-day claim management activities, including
the estimation of total future claim costs, management and settlement strategies. Under our current TPA managed program, the Company
retains a greater level of influence and control over the planning and oversight of decisions regarding day-to-day management of
claims, estimating total and future estimated costs, developing and managing settlement strategies and activities designed to lead
to a more timely and efficient resolution of claims. An element of this initiative includes developing a more timely and accurate
acknowledgement of the eventual total cost of each claim. The Company believes these improved management practices and the TPA
managed program will help to mitigate increases in workers’ compensation costs in future years. However, these changes have
led to an acceleration of the recognition of costs earlier in the life of a claim.
Craig P. Coy, Chief Executive Officer of
Command Security, said, “We continue to see positive progress on the major challenges that have faced the Company. During
the last nine months, we have resolved a major class action lawsuit similar to those impacting most security companies in California,
and addressed two other major law suits which combined have adversely impacted the Company by approximately $2 million. In addition,
over the past year we have aggressively improved our oversight and management of our workers compensation program by revamping
our management practices and insurance carrier arrangements which has contributed to the $1.1 million non-cash adjustment. We believe
these improvements will serve to mitigate increases in workers’ compensation costs in future years. Our efforts to garner
new, larger contracts are beginning to show success and we continue to remain confident that the U S. Postal Service delay will
be resolved in the near term. Our entire team has labored diligently through increased operational tempos for the holiday surge
season and through challenging weather events. Their dedication and our commitment to serving our customers remains a hallmark
of our culture and bodes well for our future.”
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, and the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2015, each of which has been 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
| |
Three Months Ended | | |
Nine Months Ended | |
Income Statement Highlights | |
December 31, | | |
December 31, | |
| |
(Unaudited) | | |
(Unaudited) | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Revenues | |
$ | 33,541,493 | | |
$ | 34,516,424 | | |
$ | 101,652,360 | | |
$ | 106,501,072 | |
Gross profit | |
| 3,387,310 | | |
| 4,996,830 | | |
| 12,765,899 | | |
| 15,220,353 | |
General and administrative | |
| 4,321,435 | | |
| 4,606,262 | | |
| 13,011,542 | | |
| 13,191,477 | |
Litigation settlement | |
| - | | |
| - | | |
| 1,400,000 | | |
| - | |
Operating income (loss) | |
| (1,018,920 | ) | |
| 359,147 | | |
| (2,102,967 | ) | |
| 2,052,896 | |
Equity earnings in minority investment of unconsolidated affiliate | |
| (24,304 | ) | |
| 125,000 | | |
| 112,000 | | |
| 370,000 | |
Provision for (benefit from) income taxes | |
| (418,000 | ) | |
| 243,000 | | |
| (810,000 | ) | |
| 1,043,000 | |
Net income (loss) | |
| (672,287 | ) | |
| 208,060 | | |
| (1,301,204 | ) | |
| 1,258,102 | |
Net income (loss) per common share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| (0.07 | ) | |
| 0.02 | | |
| (0.13 | ) | |
| 0.13 | |
Diluted | |
| (0.07 | ) | |
| 0.02 | | |
| (0.13 | ) | |
| 0.13 | |
Weighted average number of common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 9,792,618 | | |
| 9,718,870 | | |
| 9,764,564 | | |
| 9,606,271 | |
Diluted | |
| 9,792,618 | | |
| 9,952,518 | | |
| 9,764,564 | | |
| 9,868,139 | |
COMMAND SECURITY CORPORATION
CONDENSED BALANCE SHEETS
Balance Sheet Highlights | |
December 31, 2015 | | |
March 31, 2015 | |
| |
(Unaudited) | | |
(Audited) | |
Cash and cash equivalents | |
$ | 406,646 | | |
$ | 2,435,839 | |
Accounts receivable, net | |
| 24,295,978 | | |
| 21,712,036 | |
Total current assets | |
| 28,843,937 | | |
| 29,084,474 | |
Total assets | |
| 37,691,169 | | |
| 36,587,155 | |
Short-term debt | |
| 7,567,517 | | |
| 6,000,000 | |
Total current liabilities | |
| 16,907,888 | | |
| 15,428,407 | |
Total liabilities | |
| 18,257,961 | | |
| 16,012,976 | |
Stockholders’ equity | |
| 19,433,208 | | |
| 20,574,179 | |
Total liabilities and stockholders’ equity | |
$ | 37,691,169 | | |
$ | 36,587,155 | |
v3.3.1.900
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v3.3.1.900
CONDENSED STATEMENTS OF OPERATIONS - USD ($)
|
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Revenues |
$ 33,541,493
|
$ 34,516,424
|
$ 101,652,360
|
$ 106,501,072
|
Cost of revenues |
30,154,183
|
29,519,594
|
88,886,461
|
91,280,719
|
Gross profit |
3,387,310
|
4,996,830
|
12,765,899
|
15,220,353
|
Operating expenses |
|
|
|
|
General and administrative |
4,321,435
|
4,606,262
|
13,011,542
|
13,191,477
|
Litigation settlement |
0
|
0
|
1,400,000
|
0
|
Provision for doubtful accounts, net |
84,795
|
31,421
|
457,324
|
(24,020)
|
Operating Expenses, Total |
4,406,230
|
4,637,683
|
14,868,866
|
13,167,457
|
Operating income (loss) |
(1,018,920)
|
359,147
|
(2,102,967)
|
2,052,896
|
Interest expense |
(47,063)
|
(33,087)
|
(120,237)
|
(121,794)
|
Income (loss) before income taxes and equity earnings in minority investment of unconsolidated affiliate |
(1,065,983)
|
326,060
|
(2,223,204)
|
1,931,102
|
Equity earnings/(loss) in minority investment of unconsolidated affiliate |
(24,304)
|
125,000
|
112,000
|
370,000
|
Income before income taxes |
(1,090,287)
|
451,060
|
(2,111,204)
|
2,301,102
|
Provision for (benefit from) income taxes |
(418,000)
|
243,000
|
(810,000)
|
1,043,000
|
Net income (loss) |
$ (672,287)
|
$ 208,060
|
$ (1,301,204)
|
$ 1,258,102
|
Income (loss) per share of common stock |
|
|
|
|
Basic |
$ (0.07)
|
$ 0.02
|
$ (0.13)
|
$ 0.13
|
Diluted |
$ (0.07)
|
$ 0.02
|
$ (0.13)
|
$ 0.13
|
Weighted average number of common shares outstanding |
|
|
|
|
Basic |
9,792,618
|
9,718,870
|
9,764,564
|
9,606,271
|
Diluted |
9,792,618
|
9,952,518
|
9,764,564
|
9,868,139
|
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- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
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v3.3.1.900
CONDENSED BALANCE SHEETS - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Current assets: |
|
|
Cash and cash equivalents |
$ 406,646
|
$ 2,435,839
|
Accounts receivable, net of allowance for doubtful accounts accounts of $985,440 and $614,105, respectively |
24,295,978
|
21,712,036
|
Prepaid expenses |
972,220
|
1,653,404
|
Other assets |
3,169,093
|
3,283,195
|
Total current assets |
28,843,937
|
29,084,474
|
Furniture and equipment at cost, net |
273,761
|
383,860
|
Other Assets: |
|
|
Intangible assets, net |
1,464,676
|
1,763,805
|
Minority investment in unconsolidated affiliate |
2,742,000
|
2,630,000
|
Other assets |
4,366,795
|
2,725,016
|
Total other assets |
8,573,471
|
7,118,821
|
Total assets |
37,691,169
|
36,587,155
|
Current liabilities: |
|
|
Checks issued in advance of deposits |
856,989
|
1,161,023
|
Short-term borrowings |
7,567,517
|
6,000,000
|
Accounts payable |
1,562,433
|
620,282
|
Accrued expenses and other liabilities |
6,920,949
|
7,647,102
|
Total current liabilities |
16,907,888
|
15,428,407
|
Insurance reserves |
650,073
|
584,569
|
Other non-current liabilities |
700,000
|
0
|
Total liabilities |
18,257,961
|
16,012,976
|
Stockholders’ equity: |
|
|
Preferred stock, convertible Series A, $.0001 par value |
0
|
0
|
Common stock, $.0001 par value |
1,155
|
1,149
|
Treasury stock, at cost, 1,752,200 shares |
(2,885,579)
|
(2,885,579)
|
Additional paid-in capital |
18,405,974
|
18,245,747
|
Accumulated earnings |
3,911,658
|
5,212,862
|
Total stockholders’ equity |
19,433,208
|
20,574,179
|
Total liabilities and stockholders’ equity |
$ 37,691,169
|
$ 36,587,155
|
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v3.3.1.900
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Allowance for Doubtful Accounts Receivable, Current |
$ 985,440
|
$ 614,105
|
Preferred stock, Series A, par value per share |
$ 0.0001
|
$ 0.0001
|
Common Stock, Par or Stated Value Per Share |
$ 0.0001
|
$ 0.0001
|
Treasury Stock, Number of Shares Held |
1,752,200
|
1,752,200
|
X |
- DefinitionA valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible.
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v3.3.1.900
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
|
Total |
Preferred Stock [Member] |
Common Stock [Member] |
Treasury Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Balance at Mar. 31, 2014 |
$ 18,755,961
|
$ 0
|
$ 1,126
|
$ (2,885,579)
|
$ 17,685,815
|
$ 3,954,599
|
Options exercised, net |
265,548
|
|
22
|
|
265,526
|
|
Stock compensation cost |
163,789
|
|
|
|
163,789
|
|
Net income (loss) |
1,258,102
|
|
|
|
|
1,258,102
|
Balance at Dec. 31, 2014 |
20,443,400
|
0
|
1,148
|
(2,885,579)
|
18,115,130
|
5,212,701
|
Options exercised, net |
15,370
|
|
1
|
|
15,369
|
|
Stock based compensation tax benefits |
75,822
|
|
|
|
75,822
|
|
Stock compensation cost |
39,426
|
|
|
|
39,426
|
|
Net income (loss) |
161
|
|
|
|
|
161
|
Balance at Mar. 31, 2015 |
20,574,179
|
0
|
1,149
|
(2,885,579)
|
18,245,747
|
5,212,862
|
Options exercised, net |
75,096
|
|
6
|
|
75,090
|
|
Repurchase of stock options |
(14,034)
|
|
|
|
(14,034)
|
|
Stock compensation cost |
99,171
|
|
|
|
99,171
|
|
Net income (loss) |
(1,301,204)
|
|
|
|
|
(1,301,204)
|
Balance at Dec. 31, 2015 |
$ 19,433,208
|
$ 0
|
$ 1,155
|
$ (2,885,579)
|
$ 18,405,974
|
$ 3,911,658
|
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v3.3.1.900
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
|
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Cash flows from operating activities: |
|
|
Net income (loss) |
$ (1,301,204)
|
$ 1,258,102
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
Depreciation and amortization |
469,283
|
480,207
|
Provision for doubtful accounts, net |
457,324
|
(24,020)
|
Equity earnings in minority investment of unconsolidated affiliate |
(112,000)
|
(370,000)
|
Rent expense |
(14,990)
|
(38,937)
|
Gain on asset dispositions |
(1,525)
|
(2,500)
|
Stock based compensation costs |
99,171
|
163,789
|
Insurance reserves |
65,504
|
144,431
|
Deferred income taxes |
(1,946,047)
|
(347,295)
|
Restricted cash |
0
|
83,117
|
Change in receivables, prepaid expenses and other current assets |
(1,941,712)
|
2,662,760
|
Change in accounts payable and other liabilities |
230,989
|
(1,396,440)
|
Change in other long term liabilities |
700,000
|
0
|
Net cash provided by (used in) operating activities |
(3,295,207)
|
2,613,214
|
Cash flows from investing activities: |
|
|
Purchases of equipment |
(58,531)
|
(138,681)
|
Net cash used in investing activities |
(58,531)
|
(138,681)
|
Cash flows from financing activities: |
|
|
Net (repayments)/advances on short-term borrowings |
1,567,517
|
(3,511,359)
|
Change in checks issued in advance of deposits |
(304,034)
|
(805,174)
|
Repurchase of stock options |
(14,034)
|
0
|
Proceeds from option exercises, net |
75,096
|
265,548
|
Net cash provided by (used in) financing activities |
1,324,545
|
(4,050,985)
|
Net change in cash and cash equivalents |
(2,029,193)
|
(1,576,452)
|
Cash and cash equivalents, beginning of period |
2,435,839
|
3,470,427
|
Cash and cash equivalents, end of period |
406,646
|
1,893,975
|
Supplemental Disclosures of Cash Flow Information |
|
|
Interest |
109,776
|
123,427
|
Income taxes |
$ 335,616
|
$ 787,500
|
X |
- DefinitionThe increase (decrease) during the period in the aggregate amount of policy reserves (provided for future obligations including unpaid claims and claims adjustment expenses) and policy benefits (liability for future policy benefits) as of the balance sheet date; grouped amount of all the liabilities associated with the company's insurance policies.
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v3.3.1.900
Recently Issued Accounting Standards
|
9 Months Ended |
Dec. 31, 2015 |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] |
|
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] |
| 1. | Recently Issued Accounting Standards | In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities to be classified as non-current on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently evaluating the impact of this guidance. The adoption of this guidance is not expected to have a material impact on the Company's financial position, results of operations, or cash flows.
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v3.3.1.900
Short-Term Borrowings:
|
9 Months Ended |
Dec. 31, 2015 |
Debt Disclosure [Abstract] |
|
Short-term Debt [Text Block] |
2. | 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 February 2016 (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 December 31, 2015, is $796,875. 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%. On November 13, 2015, we entered into a fifth amendment (the “Fifth Amendment”) to our Credit Agreement. The Fifth Amendment amends a financial covenant of the Credit Agreement to allow for certain legal settlement costs associated with the Company’s settlement of a class action lawsuit (Leal v. Command Security Corporation). On February 12, 2016, we entered into a sixth amendment (the “Sixth Amendment” to our Credit Agreement). The Sixth Amendment amends the Credit Agreement to replace the “Minimum Debt Service Coverage Ratio” covenant with a “Minimum Excess Availability” covenant that is effective as of December 31, 2015. Under the Credit Agreement, as of December 31, 2015, the interest rate was 2.25% for LIBOR loans and 2.375% for revolving loans. At December 31, 2015, we had approximately $0.4 million of cash on hand. We also had $6.0 million in LIBOR loans outstanding, $1.6 million in revolving loans outstanding and $0.3 million outstanding under our letters of credit sub-line under the Credit Agreement, representing 48% 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 various 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 nine months ended December 31, 2015, we were in compliance with all covenants under the Credit Agreement.
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v3.3.1.900
Other Assets:
|
9 Months Ended |
Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
Other Assets Disclosure [Text Block] |
| | December 31, | | March 31, | | | | 2015 | | 2015 | | | | | | | | | | Workers' compensation insurance | | $ | 2,184,500 | | $ | 2,603,209 | | Other receivables | | | 6,000 | | | 6,000 | | Security deposits | | | 159,439 | | | 159,100 | | Deferred tax asset | | | 5,185,949 | | | 3,239,902 | | | | | 7,535,888 | | | 6,008,211 | | | | | | | | | | Current portion | | | (3,169,093) | | | (3,283,195) | | | | | | | | | | Total non-current portion | | $ | 4,366,795 | | $ | 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. As of December 31, 2015, the workers’ compensation insurance net asset includes approximately $0.5 million of net liabilities to three insurance carriers.
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v3.3.1.900
Minority Investment in Unconsolidated Affiliate
|
9 Months Ended |
Dec. 31, 2015 |
Equity Method Investments and Joint Ventures [Abstract] |
|
Equity Method Investments and Joint Ventures Disclosure [Text Block] |
4. | 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 nine months ended: | | December 31, | | December 31, | | | | 2015 | | 2014 | | | | | | | | | | Net operating revenues | | $ | 8,735,083 | | $ | 14,937,404 | | Gross profit | | $ | 2,527,321 | | $ | 4,263,783 | | Operating income | | $ | 1,337,616 | | $ | 3,131,828 | | Net income from continuing operations | | $ | 554,699 | | $ | 1,892,952 | |
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v3.3.1.900
Accrued Expenses and Other Liabilities:
|
9 Months Ended |
Dec. 31, 2015 |
Payables and Accruals [Abstract] |
|
Accrued Expenses And Other Liabilities Disclosure [Text Block] |
5. | Accrued Expenses and Other Liabilities: | | | December 31, | | March 31, | | | | 2015 | | 2015 | | | | | | | | | | Payroll and related expenses | | $ | 3,955,515 | | $ | 5,610,224 | | Taxes and fees payable | | | 592,523 | | | 314,911 | | Accrued interest payable | | | 11,987 | | | 1,921 | | Other | | | 2,360,924 | | | 1,720,046 | | | | | | | | | | Total | | $ | 6,920,949 | | $ | 7,647,102 | |
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v3.3.1.900
Insurance Reserves:
|
9 Months Ended |
Dec. 31, 2015 |
Insurance [Abstract] |
|
Insurance Disclosure [Text Block] |
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 $1,680,325 and $650,070 for the three months ended December 31, 2015 and 2014, respectively, and $2,967,239 and $2,020,035 for the nine months ended December 31, 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 resulting adjustments 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.
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v3.3.1.900
Earnings per Share:
|
9 Months Ended |
Dec. 31, 2015 |
Earnings Per Share [Abstract] |
|
Earnings Per Share [Text Block] |
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 and nine months ended December 31, 2015 and 2014. For the three and nine months ended December 31, 2015, the Company reported a net loss and, accordingly, potential common shares that would cause dilution, such as employee stock options, have been excluded from the diluted share count because their inclusion would have been anti-dilutive. For the three and nine months ended December 31, 2015, the fully diluted shares would have been 10,050,037 and 9,975,190, respectively.
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v3.3.1.900
Contingencies:
|
9 Months Ended |
Dec. 31, 2015 |
Loss Contingency [Abstract] |
|
Contingencies Disclosure [Text Block] |
The nature of our business is such that there is a significant volume of routine claims and lawsuits that are made against us, the 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. Oral arguments have been set for March 2016 in the Ninth Circuit Court of Appeals. 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. This matter was resolved in January 2016 within recorded reserves and was not material. On April 29, 2014, the California Superior Court granted a plaintiff’s motion (Leal v. Command Security Corporation) 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. On November 12, 2015, the Company agreed to a maximum settlement amount of $2.0 million, including plaintiff’s attorney fees and costs, administration costs, and certain other miscellaneous costs. As part of the settlement, the parties further agreed that (i) the final settlement will be subject to court approval; (ii) a minimum of 50% of the net proceeds will be distributed to the class; and (iii) the settlement will be paid in two installments, the first to be paid upon court approval of the final settlement agreement and the second to be paid no later than one year from final approval. The Company expects court approval within the next two to three months. The Leal v. Command Security Corporation lawsuit is one of numerous class action lawsuits filed during the past year against security guard companies in California related to meal and rest break regulations. The Company aggressively defended its position in this case; however, given the current environment in California regarding similar lawsuits, the Company believes that settling this matter under these terms provides a favorable outcome. In addition, the Company considered its assessment of the cost to continue to defend the case through trial and a potential appeal in its decision to settle. While the parties have established a maximum settlement amount at $2.0 million, the Company recorded a $1.4 million provision in the quarter ended September 30, 2015. This provision is based on the terms of the settlement and historical statistical information as to the expected rate of participation in similar cases provided to the Company by claims administrators. In the event the rate of participation in the settlement by class members were to exceed current estimates the final settlement amount could increase to the maximum settlement amount. The settlement will be administered over the next one to two years. 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 33% of our workforce is subject to a collective bargaining arrangement which is set to expire on March 31, 2017, or a recognition agreement with SEIU 32BJ.
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v3.3.1.900
Other Assets: (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
Schedule of Other Assets [Table Text Block] |
| | December 31, | | March 31, | | | | 2015 | | 2015 | | | | | | | | | | Workers' compensation insurance | | $ | 2,184,500 | | $ | 2,603,209 | | Other receivables | | | 6,000 | | | 6,000 | | Security deposits | | | 159,439 | | | 159,100 | | Deferred tax asset | | | 5,185,949 | | | 3,239,902 | | | | | 7,535,888 | | | 6,008,211 | | | | | | | | | | Current portion | | | (3,169,093) | | | (3,283,195) | | | | | | | | | | Total non-current portion | | $ | 4,366,795 | | $ | 2,725,016 | |
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v3.3.1.900
Minority Investment in Unconsolidated Affiliate (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Equity Method Investments and Joint Ventures [Abstract] |
|
Equity Method Investments [Table Text Block] |
The following summarizes the condensed statements of operations for the nine months ended: | | December 31, | | December 31, | | | | 2015 | | 2014 | | | | | | | | | | Net operating revenues | | $ | 8,735,083 | | $ | 14,937,404 | | Gross profit | | $ | 2,527,321 | | $ | 4,263,783 | | Operating income | | $ | 1,337,616 | | $ | 3,131,828 | | Net income from continuing operations | | $ | 554,699 | | $ | 1,892,952 | |
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v3.3.1.900
Accrued Expenses and Other Liabilities: (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Payables and Accruals [Abstract] |
|
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] |
| | December 31, | | March 31, | | | | 2015 | | 2015 | | | | | | | | | | Payroll and related expenses | | $ | 3,955,515 | | $ | 5,610,224 | | Taxes and fees payable | | | 592,523 | | | 314,911 | | Accrued interest payable | | | 11,987 | | | 1,921 | | Other | | | 2,360,924 | | | 1,720,046 | | | | | | | | | | Total | | $ | 6,920,949 | | $ | 7,647,102 | |
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v3.3.1.900
Short-Term Borrowings: (Details Textual) - USD ($)
|
|
1 Months Ended |
|
|
|
|
Feb. 12, 2009 |
Jun. 30, 2014 |
Dec. 31, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Mar. 31, 2014 |
Short-term Debt [Line Items] |
|
|
|
|
|
|
Cash and Cash Equivalents, at Carrying Value, Total |
|
|
$ 406,646
|
$ 2,435,839
|
$ 1,893,975
|
$ 3,470,427
|
Revolving Credit Facility [Member] |
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
Debt Instrument, Basis Spread on Variable Rate |
1.50%
|
|
|
|
|
|
Long-term Line of Credit |
|
|
$ 1,600,000
|
|
|
|
Debt Instrument, Interest Rate, Stated Percentage |
|
|
2.375%
|
|
|
|
London Interbank Offered Rate Loans [Member] |
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
Debt Instrument, Basis Spread on Variable Rate |
1.75%
|
|
|
|
|
|
Long-term Line of Credit |
|
|
$ 6,000,000
|
|
|
|
Letter Of Credit Sub Line [Member] |
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
$ 3,000,000
|
|
|
|
|
|
Long-term Line of Credit |
|
|
300,000
|
|
|
|
Wells Fargo Credit Agreement [Member] |
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
Debt Instrument Permitted Over Advance Amount |
|
$ 2,125,000
|
$ 796,875
|
|
|
|
Debt Instrument Decrease In Permitted Over Advance On First Day Of Each Fiscal Quarter Beginning Specified Period |
|
$ 265,625
|
|
|
|
|
Line Of Credit Facility Outstanding Borrowing Percentage |
|
|
48.00%
|
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
$ 20,000,000
|
|
|
|
|
|
Debt Instrument, Basis Spread on Variable Rate |
|
2.00%
|
|
|
|
|
Debt Instrument, Interest Rate, Stated Percentage |
|
|
2.25%
|
|
|
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v3.3.1.900
Other Assets: (Details) - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Workers' compensation insurance |
$ 2,184,500
|
$ 2,603,209
|
Other receivables |
6,000
|
6,000
|
Security deposits |
159,439
|
159,100
|
Deferred tax asset |
5,185,949
|
3,239,902
|
Other Assets, Miscellaneous, Total |
7,535,888
|
6,008,211
|
Current portion |
(3,169,093)
|
(3,283,195)
|
Total non-current portion |
$ 4,366,795
|
$ 2,725,016
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Minority Investment in Unconsolidated Affiliate (Details) - USD ($)
|
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Net operating revenues |
$ 8,735,083
|
$ 14,937,404
|
Gross profit |
2,527,321
|
4,263,783
|
Operating income |
1,337,616
|
3,131,828
|
Net income from continuing operations |
$ 554,699
|
$ 1,892,952
|
v3.3.1.900
Minority Investment in Unconsolidated Affiliate (Details Textual) - USD ($)
|
1 Months Ended |
|
|
Mar. 31, 2014 |
Dec. 31, 2015 |
Mar. 31, 2015 |
Equity Method Investments |
|
$ 2,742,000
|
$ 2,630,000
|
Ocean Protection Services [Member] |
|
|
|
Equity Method Investment, Ownership Percentage |
20.00%
|
|
|
Noncontrolling Interest, Ownership Percentage by Parent |
100.00%
|
|
|
Stock Issued During Period, Shares, Acquisitions |
2,000
|
|
|
Equity Method Investments |
$ 2,125,000
|
|
|
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Accrued Expenses and Other Liabilities: (Details) - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Payroll and related expenses |
$ 3,955,515
|
$ 5,610,224
|
Taxes and fees payable |
592,523
|
314,911
|
Accrued interest payable |
11,987
|
1,921
|
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2,360,924
|
1,720,046
|
Total |
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|
$ 7,647,102
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Insurance Reserves: (Details Textual) - USD ($)
|
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Segment Reporting Information [Line Items] |
|
|
|
|
Increase (Decrease) in Workers' Compensation Liabilities |
$ 1,680,325
|
$ 650,070
|
$ 2,967,239
|
$ 2,020,035
|
Non Aviation Related Business [Member] |
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
Insurance Policy Coverage Per Occurrence |
1,000,000
|
|
1,000,000
|
|
Umbrella Insurance Policy Coverage Per Occurrence |
5,000,000
|
|
5,000,000
|
|
Excess Liability Insurance Policy Coverage Per Occurrence |
10,000,000
|
|
10,000,000
|
|
Self Insured Amount Per Occurrence |
25,000
|
|
25,000
|
|
Aviation Related Business [Member] |
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
Insurance Policy Coverage Per Occurrence |
30,000,000
|
|
30,000,000
|
|
Self Insured Amount Per Occurrence |
5,000
|
|
5,000
|
|
Aircraft Operations [Member] |
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
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25,000
|
|
25,000
|
|
Skycap Operations [Member] |
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
Self Insured Amount Per Occurrence |
100,000
|
|
100,000
|
|
Wheelchairs and Electric Carts [Member] |
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
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$ 50,000
|
|
$ 50,000
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|
|
3 Months Ended |
9 Months Ended |
Nov. 12, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Litigation Settlement, Amount |
$ 2,000,000
|
|
|
|
|
Litigation Settlement, Expense |
|
$ 0
|
$ 0
|
$ 1,400,000
|
$ 0
|
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|
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|
25,000
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$ 25,000
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Self Insured Amount Per Occurrence |
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5,000
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25,000
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100,000
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