☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Command Center, Inc.
|
(Exact
Name of Registrant as Specified in its Charter)
|
Washington
|
|
91-2079472
|
(State
of other jurisdiction of incorporation or
organization)
|
|
(I.R.S.
Employer Identification No.)
|
3609 S. Wadsworth Blvd., Suite 250 Lakewood, Co.
|
|
80235
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(866)
464-5844
|
(Registrant’s
Telephone Number, including Area Code)
|
Securities
Registered Pursuant to Section 12(b) of the
Act: None
|
|
|
|
Securities
Registered Pursuant to Section 12(g) of the Act: Common
Stock, par value $0.001
|
|
(Title of
Class)
|
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ☐·No☑
|
|
|
|
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐·No☑
|
|
|
|
Indicate
by checkmark whether the registrant (1) 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 ☑·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 (§ 229.405 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 ☑·No ☐
|
|
|
|
Indicate
by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to the Form 10-K.
☑
|
|
|
|
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
“Accelerated filer and large accelerated filer” in Rule
12b-2 of the Exchange Act (Check one): Large Accelerated
Filer ☐ Accelerated
Filer ☐·Non-Accelerated
Filer ☐·Smaller Reporting
Company ☑
|
|
|
|
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes ☐·No☑
|
|
|
|
The
aggregate market value of the voting and non-voting common equity
held by non-affiliates, computed by reference to the price at which
the common equity was last sold, as of the last business day of the
second fiscal quarter, June 24, 2016, was approximately
$24,296,595.
|
|
|
|
As of
March 30, 2017, there were 60,634,650 shares of the
registrant’s common stock outstanding.
The
following document is incorporated by reference into Parts I, II,
III, and IV of this report:
None
.
|
|
|
|
Page
|
|
PART I
|
|
||
Item
1.
|
Business
|
3
|
|
Item
1A.
|
Risk
Factors
|
|
|
Item
1B.
|
Unresolved
Staff Comments
|
11
|
|
Item
2.
|
Description
of Properties
|
11
|
|
Item
3.
|
Legal
Proceedings
|
11
|
|
Item
4.
|
Mine
Safety Disclosure
|
11
|
|
PART II
|
|
||
Item
5.
|
Markets
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
11
|
|
Item
6.
|
Selected
Financial Data
|
12
|
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Conditions and Results of
Operations
|
13
|
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
16
|
|
Item
8.
|
Financial
Statements and Supplementary Data
|
17
|
|
Item
9.
|
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
|
36
|
|
Item
9A.
|
Controls
and Procedures
|
36
|
|
Item
9B.
|
Other
Information
|
36
|
|
PART III
|
|
||
Item
10.
|
Directors,
Executive Officers, and Corporate Governance
|
37
|
|
Item
11.
|
Executive
Compensation
|
42
|
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
44
|
|
Item
13
|
Certain
Relationships and Related Transactions, and Director
Independence
|
47
|
|
Item
14.
|
Principal
Accountant Fees and Services
|
48
|
|
PART IV
|
|||
Item
15.
|
Exhibits,
Financial Statement Schedules
|
49
|
|
|
Signatures
|
50
|
|
(1)
|
Consists
of 6,000,000 shares issuable under the
Command Center, Inc. 2016 Employee Stock
Incentive Plan
. This Plan was adopted by our Board of
Directors on September 29, 2016 and approved by our stockholders at
the 2016 Annual Meeting of Stockholders on November 17,
2016.
|
|
Fifty-Three
|
Fifty-Two
|
|
Weeks
Ended
|
Weeks
Ended
|
|
December 30,
2016
|
December 25,
2015
|
EBITDA
|
$
2,051
|
$
3,482
|
Interest
expense
|
(25
)
|
(82
)
|
Depreciation and
amortization
|
(298
)
|
(172
)
|
Provision for
income taxes
|
(822
)
|
(999
)
|
Non-cash
compensation
|
(147
)
|
(672
)
|
Net
income
|
$
759
|
$
1,557
|
|
|
Page
|
Report
of Independent Registered Public Accounting Firm
|
|
18
|
Consolidated
Balance Sheets, December 30, 2016 and December 25,
2015
|
|
19
|
Consolidated
Statements of Income for the fiscal years ended December 30, 2016
and December 25, 2015
|
|
20
|
Consolidated
Statements of Changes in Stockholders’ Equity for the fiscal
years ended December 30, 2016 and
December 25,
2015
|
|
21
|
Consolidated Statements
of Cash Flows for the fiscal years ended December 30, 2016 and
December 25, 2015
|
|
22
|
Notes
to Consolidated Financial Statements
|
|
23
|
|
Fifty-Three
|
Fifty-Two
|
|
Weeks
Ended
|
Weeks
Ended
|
|
December 30,
2016
|
December 25,
2015
|
|
|
(Revised)
|
Revenue
|
$
93,259,508
|
$
88,498,943
|
Cost of staffing
services
|
69,580,410
|
64,892,648
|
Gross
profit
|
23,679,098
|
23,606,295
|
Selling, general,
and administrative expenses
|
21,774,419
|
20,795,777
|
Depreciation and
amortization
|
298,300
|
171,511
|
Income from
operations
|
1,606,379
|
2,639,007
|
Interest expense
and other financing expense
|
(25,018
)
|
(82,167
)
|
Net income before
income taxes
|
1,581,361
|
2,556,840
|
Provision for
income taxes
|
(822,035
)
|
(999,313
)
|
Net
income
|
$
759,326
|
$
1,557,527
|
|
|
|
Earnings
per share:
|
|
|
Basic
|
$
0.01
|
$
0.02
|
Diluted
|
$
0.01
|
$
0.02
|
|
|
|
Weighted
average shares outstanding:
|
|
|
Basic
|
62,350,680
|
65,139,449
|
Diluted
|
63,095,454
|
66,095,168
|
|
|
|
The
accompanying notes are an integral part of these financial
statements
|
|
Common
Stock
|
|
Retained
|
|
|
|
Shares
|
Par
Value
|
APIC
|
Earnings
(Deficit)
|
Total
|
Balance
at December 26, 2014
|
65,632,868
|
$
65,633
|
$
58,318,396
|
$
(39,619,842
)
|
$
18,764,187
|
Common stock issues
for the conversion of options
|
122,000
|
122
|
28,118
|
-
|
28,240
|
Cashless option
exercise
|
190,972
|
191
|
32,275
|
(32,466
)
|
-
|
Redemptions of
shares from cashless option exercise
|
-
|
-
|
-
|
(235,949
)
|
(235,949
)
|
Common stock issued
for service
|
689,000
|
689
|
388,668
|
-
|
389,357
|
Stock-based
compensation expense
|
-
|
-
|
352,299
|
-
|
352,299
|
Common stock
purchased and retired
|
(2,329,552
)
|
(2,330
)
|
(1,367,455
)
|
-
|
(1,369,785
)
|
Net income for the
year (Restated)
|
-
|
-
|
-
|
1,557,527
|
1,557,527
|
Balance
at December 25, 2015 (Revised)
|
64,305,288
|
$
64,305
|
$
57,752,301
|
$
(38,330,730
)
|
$
19,485,876
|
|
|
|
|
|
|
Common stock issued for services
|
149,637
|
$
149
|
$
9,601
|
$
-
|
$
9,750
|
Stock-based
compensation expense
|
-
|
-
|
137,567
|
-
|
137,567
|
Common stock
purchased and retired
|
(3,820,275
)
|
(3,820
)
|
(1,524,844
)
|
-
|
(1,528,664
)
|
Net income for the
year
|
-
|
-
|
-
|
759,326
|
759,326
|
Balance
at December 30, 2016
|
60,634,650
|
$
60,634
|
$
56,374,625
|
$
(37,571,404
)
|
$
18,863,855
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements
|
|
Fifty-Three
|
Fifty-Two
|
|
Weeks
Ended
|
Weeks
Ended
|
|
December 30,
2016
|
December 25,
2015
|
|
|
(Revised)
|
Cash
flows from operating activities
|
|
|
Net
income
|
$
759,326
|
$
1,557,527
|
Adjustments to
reconcile net income to net cash provided by
operations:
|
|
|
Depreciation and
amortization
|
298,300
|
171,511
|
Change in allowance
for doubtful accounts
|
266,445
|
82,495
|
Stock based
compensation
|
147,168
|
741,656
|
Reserve on note
receivable
|
-
|
175,000
|
Deferred tax
asset
|
746,482
|
822,744
|
Gain (Loss) on
disposition of property and equipment
|
-
|
(18,271
)
|
Changes in assets
and liabilities:
|
|
|
Accounts receivable
– trade
|
(1,051,585
)
|
28,919
|
Restricted
cash
|
(24,676
)
|
-
|
Prepaid
workers’ compensation
|
10,308
|
(174,650
)
|
Other
receivables
|
(1,742
)
|
7,949
|
Prepaid expenses,
deposits, and other
|
(336,071
)
|
(32,109
)
|
Workers’
compensation risk pool deposits
|
243,993
|
249,500
|
Accounts
payable
|
201,316
|
14,714
|
Checks issued and
payable
|
(388,250
)
|
231,555
|
Other current
liabilities
|
(246,130
)
|
74,964
|
Accrued wages and
benefits
|
115,027
|
(213,138
)
|
Workers’
compensation premiums and claims liability
|
(726,737
)
|
(386,113
)
|
Net cash provided
by operating activities
|
13,174
|
3,334,253
|
Cash
flows from investing activities
|
|
|
Cash paid for
acquisition
|
(1,980,000
)
|
-
|
Purchase of
property and equipment
|
(100,609
)
|
(124,621
)
|
Purchase of note
receivable
|
-
|
(175,000
)
|
Proceeds from the
sale of property and equipment
|
-
|
2,500
|
Net cash used in
investing activities
|
(2,080,609
)
|
(297,121
)
|
Cash
flows from financing activities
|
|
|
Payment on acquired
debt
|
(417,190
)
|
-
|
Changes to account
purchase agreement facility
|
(593,393
)
|
(2,420,487
)
|
Purchase of
treasury stock
|
(1,528,665
)
|
(1,615,710
)
|
Proceeds from the
conversion of stock options
|
-
|
28,240
|
Net cash used in
financing activities
|
(2,539,248
)
|
(4,007,957
)
|
Net
decrease in cash
|
(4,606,683
)
|
(970,825
)
|
Cash
at beginning of period
|
7,629,424
|
8,600,249
|
Cash
at end of period
|
$
3,022,741
|
$
7,629,424
|
|
|
|
Non-cash
investing and financing activities
|
|
|
Cashless exercise
of stock options
|
$
-
|
$
32,466
|
Contingent
obligation (See Note 6)
|
$
220,000
|
$
-
|
Supplemental
disclosure of cash flow information
|
|
|
Interest
paid
|
$
25,018
|
$
82,167
|
Income taxes
paid
|
$
169,684
|
$
103,878
|
|
|
|
The
accompanying notes are an integral part of these financial
statements
|
Balance Sheet
Changes
|
Previously Reported
2015
|
Adjustment
|
2015
revised
|
Deferred tax
asset
|
$
2,961,936
|
$
101,320
|
$
3,063,256
|
Accounts
payable
|
$
304,009
|
$
256,952
|
$
560,961
|
Accumulated
deficit
|
$
(38,175,098
)
|
$
(155,632
)
|
$
(38,330,730
)
|
|
|
|
|
Statement
of Operations changes
|
|
|
|
Cost of staffing
services
|
$
64,733,358
|
$
159,290
|
$
64,892,648
|
Selling, general,
and administrative expenses
|
$
20,603,745
|
$
192,032
|
$
20,795,777
|
Provision for
income taxes
|
$
(1,100,633
)
|
$
101,320
|
$
(999,313
)
|
Net
income
|
$
1,713,159
|
$
(155,632
)
|
$
1,557,527
|
Earnings per share:
Basic
|
$
0.03
|
|
$
0.02
|
Earnings per share:
Diluted
|
$
0.03
|
|
$
0.02
|
|
Fifty-Three
|
Fifty-Two
|
|
Weeks
Ended
|
Weeks
Ended
|
|
December 30,
2016
|
December 25,
2015
|
Weighted average
number of common shares used in basic net income per common
share
|
62,350,680
|
65,139,449
|
Dilutive effects of
stock options
|
744,774
|
955,719
|
Weighted average
number of common shares used in diluted net income per common
share
|
63,095,454
|
66,095,168
|
|
2016
|
2015
|
Leasehold
improvements
|
$
341,993
|
$
376,859
|
Vehicles and
machinery
|
170,941
|
88,721
|
Furniture and
fixtures
|
140,938
|
123,570
|
Computer hardware
and licensed software
|
509,576
|
437,729
|
Accumulated
depreciation
|
(730,591
)
|
(618,222
)
|
Total property and
equipment, net
|
$
432,857
|
$
408,657
|
Assets:
|
|
Current
assets
|
$
587,833
|
Fixed
assets
|
92,220
|
Intangible
assets
|
659,564
|
Goodwill
|
1,277,568
|
|
$
2,617,185
|
Liabilities:
|
|
Current
liabilities
|
$
637,185
|
Net purchase
price
|
$
1,980,000
|
|
2016
|
2015
|
Revenue
|
$
97,060
|
$
96,813
|
Net income before
income tax
|
1,847
|
3,101
|
Income
tax
|
(922
)
|
(1,203
)
|
Net
income
|
$
925
|
$
1,898
|
|
2016
|
2015
|
Workers’
Compensation Deposits
|
|
|
Workers’
compensation deposits available at the beginning of the
period
|
$
2,655,133
|
$
2,904,633
|
Additional
workers’ compensation deposits made during the
period
|
9,105
|
69,131
|
Deposits applied to
payment of claims during the period
|
(3,098
)
|
(68,631
)
|
Reserve
Allowance
|
(250,000
)
|
(250,000
)
|
Deposits available
for future claims at the end of the period
|
$
2,411,140
|
$
2,655,133
|
|
|
|
Workers’
Compensation Claims Liability
|
|
|
Estimated future
claims liabilities at the beginning of the period
|
$
3,433,438
|
$
3,628,302
|
Claims paid during
the period
|
(2,197,128
)
|
(2,532,179
)
|
Additional future
claims liabilities recorded during the period
|
1,470,391
|
2,337,315
|
Estimated future
claims liabilities at the end of the period
|
$
2,706,701
|
$
3,433,438
|
|
2016
|
2015
|
Freestone Workers'
compensation deposits
|
$
1,997,798
|
2,247,798
|
|
2016
|
2015
|
Carrying value of
impaired deposits
|
$
2,497,798
|
$
2,497,798
|
Specific valuation
allowance allocations
|
(500,000
)
|
(250,000
)
|
Fair value of
impaired deposits
|
$
1,997,798
|
$
2,247,798
|
|
2016
|
2015
|
Warrants
outstanding at beginning of year
|
-
|
1,375,000
|
Expired
|
-
|
(1,375,000
)
|
Exercised
|
-
|
-
|
Warrants
outstanding at the end of the year
|
-
|
-
|
|
|
|
Total number
of
|
Approximate
dollar
|
|
Total
|
|
Shares
purchased
|
value of shares
that
|
|
Shares
|
Average
Price
|
As part of
publicly
|
may yet be
purchased
|
|
Purchased
|
Per
Share
|
Announced
plan
|
under the
plan
|
Period 1 (December
26, 2015 to January 22, 2016)
|
162,037
|
$
0.44
|
2,491,589
|
$
3,522,252
|
Period 2 (January
23, 2016 to February19, 2016)
|
174,300
|
$
0.45
|
2,665,889
|
$
3,440,816
|
Period 3 (February
20, 2016 to March 25, 2016)
|
166,500
|
$
0.43
|
2,832,389
|
$
3,367,430
|
Period 4 (March 26,
2016 to April 22, 2016)
|
329,961
|
$
0.41
|
3,162,350
|
$
3,239,059
|
Period 5 (April 23,
2016 to May 20, 2016)
|
264,563
|
$
0.44
|
3,426,913
|
$
3,122,455
|
Period 6 (May 21,
2016 to June 24, 2016)
|
1,066,103
|
$
0.38
|
4,493,016
|
$
2,713,809
|
Period 7 (June 25,
2016 to July 22, 2016)
|
301,500
|
$
0.41
|
4,794,516
|
$
2,588,905
|
Period 8 (July 23,
2016 to August 19, 2016)
|
177,407
|
$
0.41
|
4,971,923
|
$
2,516,529
|
Period 9 (August
20, 2016 to September 23, 2016)
|
760,012
|
$
0.40
|
5,731,935
|
$
2,213,622
|
Period 10
(September 24, 2016 to October 21, 2016)
|
116,093
|
$
0.37
|
5,848,028
|
$
2,170,105
|
Period 11 (October
22, 2016 to November 25, 2016)
|
242,400
|
$
0.35
|
6,090,428
|
$
2,085,761
|
Period 12 (November
26, 2016 to December 30, 2016)
|
59,400
|
$
0.36
|
6,149,828
|
$
2,064,377
|
Total
|
3,820,276
|
$
0.40
|
6,149,828
|
$
2,064,377
|
|
Number
of
|
Weighted
Average
|
Weighted
Average
|
|
Shares
Under
|
Exercise
Price
|
Grant Date
Fair
|
|
Options
|
Per
Share
|
Value
|
Outstanding
December 26, 2014
|
4,266,500
|
$
0.38
|
$
0.25
|
Granted
|
300,000
|
0.70
|
0.31
|
Forfeited
|
(50,875
)
|
0.41
|
0.28
|
Expired
|
(81,125
)
|
0.35
|
0.28
|
Exercised
|
(801,000
)
|
0.20
|
0.16
|
Outstanding
December 25, 2015
|
3,633,500
|
0.45
|
0.28
|
Granted
|
105,000
|
0.49
|
0.32
|
Forfeited
|
(940,500
)
|
0.61
|
0.39
|
Expired
|
(300,000
)
|
0.70
|
0.46
|
Exercised
|
-
|
-
|
-
|
Outstanding
December 30, 2016
|
2,498,000
|
$
0.36
|
$
0.24
|
|
|
|
|
|
2016
|
2015
|
Expected term
(years)
|
5.5
|
5.5
|
Expected
volatility
|
41.3
%
|
41.3
%
|
Dividend
yield
|
0.0
%
|
0.0
%
|
Risk-free
rate
|
1.5
%
|
1.5
%
|
|
|
Weighted
Average
|
Weighted
Average
|
|
Number
of
|
Exercise
Price
|
Grant Date
Fair
|
|
Options
|
Per
Share
|
Value
|
Non-vested December
26, 2014
|
2,666,125
|
$
0.46
|
$
0.28
|
Granted
|
300,000
|
0.70
|
0.31
|
Vested
|
(963,366
)
|
0.46
|
0.28
|
Forfeited
|
(40,875
)
|
0.41
|
0.33
|
Non-vested December
25, 2015
|
1,961,884
|
0.50
|
0.28
|
Granted
|
105,000
|
0.49
|
0.39
|
Vested
|
(741,884
)
|
0.43
|
0.30
|
Forfeited
|
(687,500
)
|
0.59
|
0.41
|
Non-vested December
30, 2016
|
637,500
|
$
0.40
|
$
0.27
|
|
|
|
|
|
|
|
Weighted
Average
|
|
|
|
Weighted
Average
|
Remaining
|
|
|
Number of
Shares
|
Exercise
Price
|
Contractual
Life
|
Aggregate
Intrinsic
|
|
Under
Options
|
Per
Share
|
(years)
|
Value
|
Outstanding
|
2,498,000
|
$
0.36
|
4.02
|
$
279,000
|
Exercisable
|
1,860,500
|
$
0.35
|
4.61
|
$
209,250
|
Options
Outstanding
|
Options Exercisable
|
|||
Range of exercise prices
|
Number of Shares Outstanding
|
Weighted Average Contractual Life
|
Number of Shares Exercisable
|
Weighted Average Contractual Life
|
0.20 – 0.41
|
1,818,000
|
5.1
|
1,443,000
|
5.1
|
0.67 – 0.73
|
680,000
|
4.8
|
417,500
|
4.8
|
|
2,498,000
|
|
1,860,500
|
|
|
|
|
|
|
|
December 30 ,
2016
|
December 25,
2015
|
Current:
|
|
|
Federal
|
$
22,757
|
$
15,114
|
State
|
52,795
|
160,729
|
Deferred:
|
|
|
Federal
|
522,740
|
704,762
|
State
|
223,743
|
118,708
|
Provision for
income taxes
|
$
822,035
|
$
999,313
|
|
|
December 30 ,
2016
|
December 25,
2015
|
Deferred
tax assets and liabilities
|
|
|
Net operating loss
(NOL)
|
$
322,300
|
$
837,236
|
Accrued
vacation
|
50,925
|
40,850
|
Workers’
compensation claims liability
|
1,015,873
|
1,353,851
|
Depreciation
|
181,913
|
160,019
|
Bad debt
reserve
|
337,559
|
249,581
|
Deferred
rent
|
32,322
|
33,053
|
Stock compensation
(Restricted Stock)
|
60,689
|
-
|
Charitable
contribution
|
6,379
|
-
|
Other
accruals
|
-
|
101,320
|
AMT
credit
|
308,814
|
287,346
|
Total deferred tax
asset
|
2,316,774
|
3,063,256
|
Valuation
allowance
|
-
|
-
|
Net deferred tax
asset
|
$
2,316,774
|
$
3,063,256
|
|
December 30 ,
2016
|
December 25,
2015
|
||
|
|
|
|
|
Income tax expense
based on statutory rate
|
$
544,603
|
34
%
|
$
576,742
|
34
%
|
Permanent
differences
|
64,151
|
4
%
|
246,264
|
15
%
|
State income taxes
expense net of federal taxes
|
258,588
|
16
%
|
224,789
|
13
%
|
Change in valuation
allowance
|
-
|
0
%
|
-
|
0
%
|
Other
|
(45,307
)
|
(3
%)
|
(48,482
)
|
(3
%)
|
Total taxes
(benefits) on income
|
$
822,035
|
51
%
|
$
999,313
|
59
%
|
|
|
Operating
Lease
|
Year
|
Obligation
|
2017
|
$
858,086
|
2018
|
569,374
|
2019
|
369,385
|
2020
|
213,850
|
2021
|
-
|
Thereafter
|
-
|
|
$
2,010,695
|
|
|
Frederick
Sandford, age 56
|
Chief
Executive Officer, President, and Director
|
Colette
Pieper, age 62
|
Principal
Accounting Officer
|
Ronald
L. Junck, age 69
|
Executive
Vice President, Secretary, and General Counsel
|
Richard
Finlay, age 57
|
Director
|
John
Schneller, age 51
|
Director
|
JD
Smith, age 46
|
Director
|
John
Stewart, age 60
|
Director
|
R.
Rimmy Malhotra, age 41
|
Director
|
Steven
Bathgate, age 62
|
Director
|
Audit
|
|
Compensation
|
|
Nominating and
Governance
|
John
Stewart (Chair)
|
|
John
Schneller (Chair)
|
|
JD
Smith (Chair)
|
Richard
Finlay
|
|
Rimmy
Malhotra
|
|
Steven
Bathgate
|
Rimmy
Malhotra
|
|
JD
Smith
|
|
John
Schneller
|
|
Fees
|
|
|
|
|
|
Earned
or
|
|
|
|
|
|
Paid
in
|
Stock
|
Option
|
|
|
Name
|
Cash
|
Award
(1)
|
Award
(2)
|
All
Other
|
Total
|
John
Stewart
|
$
46,500
|
$
7,960
|
$
-
|
$
-
|
$
54,460
|
Richard
Finlay
|
$
25,000
|
$
7,960
|
$
-
|
$
-
|
$
32,960
|
John
Schneller
|
$
36,000
|
$
7,960
|
$
-
|
$
-
|
$
43,960
|
JD
Smith
|
$
36,000
|
$
7,960
|
$
-
|
$
-
|
$
43,960
|
Rimmy
Malhotra
|
$
12,500
|
$
-
|
$
-
|
$
-
|
$
12,500
|
Steve
Bathgate
|
$
6,250
|
$
-
|
$
-
|
$
-
|
$
6,250
|
(1)
|
This
column represents the grant date fair value of shares awarded to
each non-employee director in 2016 in accordance with GAAP. This
amount represents shares awarded for service in 2015. The amounts
were calculated using the closing price of our stock on the grant
date.
|
(2)
|
This
column represents the grant date fair value of options awarded to
each non-employee director in 2016 in accordance with
GAAP.
|
|
|
|
|
|
All
Other
|
|
Name and
Principal Position
|
Year
|
Salary
|
Bonus
(4)
|
Stock
Awards
|
Compensation
(5)
|
Total
|
Frederick Sandford
(1)
|
2016
|
$
275,000
|
$
85,000
|
$
-
|
$
258
|
$
360,258
|
President, Chief
Executive Officer, and Director
|
2015
|
$
253,923
|
$
-
|
$
-
|
$
138
|
$
254,061
|
Colette Pieper
Chief Financial Officer (2)
|
2016
|
$
60,481
|
$
-
|
$
-
|
$
54,830
(6)
|
$
115,311
|
Ronald
Junck
|
2016
|
$
185,000
|
$
35,000
|
$
-
|
$
228
|
$
220,228
|
Executive Vice
President and General Counsel
|
2015
|
$
185,000
|
$
-
|
$
-
|
$
762
|
$
185,762
|
Jeff Wilson
(3)
|
2016
|
$
149,029
|
$
-
|
$
13,256
|
$
194
|
$
162,479
|
Former Chief
Financial Officer and Former Director
|
2015
|
$
200,000
|
$
-
|
$
-
|
$
138
|
$
200,138
|
|
|
|
|
|
|
(1)
|
Frederick
Sandford was appointed Chief Executive officer on February 22,
2013.
|
(2)
|
Colette
Pieper was appointed Chief Financial Officer on September 2,
2016.
|
(3)
|
Our
former Chief Financial Officer, Jeff Wilson was appointed on
September 2, 2014. Mr. Wilson’s tenure as an officer and
employee expired on September 1, 2016.
|
(4)
|
Bonus payments were awarded based on the successful relocation of the corporate office from Coeur d'Alene, Idaho to Lakewood, Colorado. |
(5)
|
Includes
payments for company sponsored life insurance.
|
(6)
|
Colette
Pieper Other Compensation includes $54,698 of reimbursable
relocation expenses.
|
|
|
Number
of
|
Number
of
|
|
|
|
|
Securities
|
Securities
|
|
|
|
|
Underlying
|
Underlying
|
Option
|
Option
|
|
|
Unexercised
Options
|
Unexercised
Options
|
Exercise
|
Expiration
|
Name
|
Grant
Date
|
Exercisable
|
Unexercisable
|
Price
|
Date
|
Frederick
Sandford
|
2/22/2013
|
1,125,000
|
375,000
|
$
0.20
|
2/21/2023
|
10/31/2014
|
150,000
|
150,000
|
$
0.67
|
10/30/2021
|
|
|
|
|
|
|
Frederick J. Sandford,
President and Chief Executive Officer
|
Involuntary Termination without Cause (2)
|
Termination for Change in Control (3)
|
Death (4)
|
Disability (4)
|
Base
Salary
|
$
412,500
|
$
550,000
|
$
137,500
|
$
137,500
|
Bonus
(1)
|
-
|
550,000
|
-
|
-
|
Total
|
$
412,500
|
$
1,100,000
|
$
137,500
|
$
137,500
|
|
|
|
|
|
(1)
For purposes of this table, the annual bonus amount is assumed to
be equal to 100% of base salary.
|
||||
(2)
Includes base salary for 18 months.
|
||||
(3)
Includes base salary and bonus for 24 months.
|
||||
(4)
Includes base salary for six months.
|
Colette Pieper,
Principal Accounting Officer
|
Involuntary Termination without Cause (2)
|
Termination for Change in Control (3)
|
Death (4)
|
Base
Salary
|
$
200,000
|
$
200,000
|
$
100,000
|
Bonus
(1)
|
-
|
137,500
|
-
|
TOTAL
|
$
200,000
|
$
337,500
|
$
100,000
|
Name and address
of Beneficial Owner (1) (2)
|
|
Title of
Class
|
|
|
Amount and
Nature of
Beneficial
Ownership (2)
|
|
|
Percent of
Class
|
Glenn
Welstad (3)
|
|
Common
Stock
|
|
|
2,500,000
|
|
|
4.1%
|
Jerry
Smith (4)
|
|
Common
Stock
|
|
|
5,756,706
|
|
|
9.5%
|
Merle
Rydesky (5)
|
|
Common
Stock
|
|
|
7,235,000
|
|
|
12.0%
|
(1)
|
The address of the non-management owners is: care of
Command Center, Inc., 3609 S Wadsworth Blvd, Suite 250 Lakewood, CO
80235.
|
(2)
|
Beneficial
ownership is calculated in accordance with Rule 13-d-3(d)(1) of the
Exchange Act, and includes shares held outright, shares held by
entity(s) controlled by NEOs and/or Directors, and shares issuable
upon exercise of options or warrants which are exercisable on or
within 60 days of March 3, 2015.
|
(3)
|
The
number of shares comprising Mr. Welstad’s beneficial
ownership is based upon the best information available to the
Company as of March 30, 2017.
|
(4)
|
The
number of shares comprising Mr. Smith’s beneficial ownership
is based upon the written representations of his legal
counsel.
|
(5)
|
The
number of shares comprising Dr. Rydesky’s beneficial
ownership is based upon the Schedules 13D filed by Merle Rydesky
and Barbara Rydesky on February 11, 2015 and the verbal
representations of Dr. Rydesky.
|
Name and address
of Beneficial
Owner (1)
(2)
|
|
Title of
Class
|
|
|
Amount and
Nature of
Beneficial
Ownership (2)
|
|
|
Percent of
Class
|
Frederick
Sandford (3)
|
|
Common
Stock
|
|
|
1,845,000
|
|
|
3.3%
|
Colette
Pieper
|
|
Common
Stock
|
|
|
-
|
|
|
-
|
Ronald
Junck (4)
|
|
Common
Stock
|
|
|
1,460,225
|
|
|
2.4%
|
Richard
M. Finlay
|
|
Common
Stock
|
|
|
30,200
|
|
|
-
|
John
Schneller (5)
|
|
Common
Stock
|
|
|
365,000
|
|
|
0.6%
|
JD
Smith (6)
|
|
Common
Stock
|
|
|
324,750
|
|
|
0.6%
|
John
Stewart (7)
|
|
Common
Stock
|
|
|
658,015
|
|
|
1.1%
|
R.
Rimmy Malhotra (8)
|
|
Common
Stock
|
|
|
1,286,947
|
|
|
2.1%
|
Steven
Bathgate (9)
|
|
Common
Stock
|
|
|
1,149,710
|
|
|
1.9%
|
All
Officers and Directors as a Group
|
|
Common
Stock
|
|
|
7,119,847
|
|
|
12.1%
|
(1)
|
The address of the NEOs and Directors is: care of
Command Center, Inc., 3609 S Wadsworth Blvd, Suite 250 Lakewood, CO
80235.
|
(2)
|
Beneficial ownership is calculated in accordance with Rule
13-d-3(d)(1) of the Exchange Act, and includes shares held
outright, shares held by entity(s) controlled by NEOs and/or
Directors, and shares issuable upon exercise of options or warrants
which are exercisable on or within 60 days of March 30,
2016.
|
(3)
|
Includes 195,000 shares held outright and options to purchase
1,650,000 shares.
|
(4)
|
Includes 1,353,148 shares held outright, 107,077 shares held
indirectly.
|
(5)
|
Includes 295,000 shares held outright and options to purchase
70,000 shares.
|
(6)
|
Includes 216,000 shares held outright and options to purchase
108,750 shares.
|
(7)
|
Includes 60,000 shares held outright, 503,900 held indirectly and
options to purchase 94,115 shares.
|
(8)
|
All shares are owned indirectly through Nicoya Fund. The shares are
directly owned by the Nicoya Fund LLC, a Delaware limited liability
company. This reporting person is the managing member and a
co-owner of Nicoya Capital LLC, which is the managing member and
owner of the Nicoya Fund.
|
(9)
|
Includes 154,710 shares held outright, 995,000 shares held
indirectly, including 800,000 by Mr. Bathgate’s spouse,
95,000 by the Bathgate Family Partnership and 100,000 by Viva Co.,
LLC.
|
Type of
fee:
|
2016
|
2015
|
|
|
|
Audit fees
(1)
|
$
122,500
|
$
131,500
|
Audit related fees
(2)
|
-
|
-
|
Tax
fees
|
35,310
|
22,286
|
All other fees
(4)
|
-
|
-
|
Total
|
$
157,810
|
$
153,786
|
(1)
|
Audit
fees consist of fees billed for professional services provided in
connection with the audit of the Company’s consolidated
financial statements and reviews of our quarterly consolidated
financial statements.
|
(2)
|
Audit-related
fees consist of assurance and related services that include, but
are not limited to, internal control reviews, attest services not
required by statute or regulation and consultation concerning
financial accounting and reporting standards, and not reported
under “Audit fees.”
|
(3)
|
Tax
fees consist of the aggregate fees billed for professional services
for tax compliance, tax advice, and tax planning. These services
include preparation of federal income tax returns.
|
(4)
|
All
other fees consist of fees billed for products and services other
than the services reported above.
|
(1)
|
Our
consolidated financial statements can be found in Item 8 of this
report.
|
(2)
|
Consolidated
Financial Statement Schedules (omitted because they are either not
required, are not applicable, or the required information is
disclosed in the notes to the consolidated financial statements or
related notes).
|
(3)
|
The
following exhibits are filed with this Annual Report on
Form 10-K or incorporated by reference:
|
Exhibit No.
|
|
Description
|
3.1
|
|
Articles
of Incorporation. Incorporated by reference to Exhibit 3.1 to Form
SB-2, as filed May 7, 2001.
|
3.2
|
|
Amendment
to the Articles of Incorporation. Incorporated by reference to
Exhibit 3.1 to Form 8-K, as filed November 16, 2005
|
3.3
|
|
Amendment
to the Articles of Incorporation. Incorporated by reference to
Exhibit 3.3 to Form S-1, as filed January 14, 2008
|
3.4
|
|
Bylaws.
Incorporated by reference to Exhibit 3(b) to Form SB-2, as filed
May 7, 2001
|
3.5
|
|
Amendment
to Bylaws. Incorporated by reference to Exhibit 3.2 to Form 8-K as
filed November 16, 2005.
|
3.6
|
|
Amended
and Restated Bylaws. Incorporated by reference to Exhibit 3.1 to
Form 8-K as filed on October 4, 2016.
|
4.5
|
|
Form of
Common Stock Share Certificate. Incorporated by reference to
Exhibit 4.5 to Form S-1 as filed January 14, 2008
|
10.3
|
|
Executive
Employment Agreement with Fredrick Sandford. Incorporated by
reference to Exhibit 10.1 to Form 8-K as filed on October 13,
2015
|
10.4
|
|
Executive
Employment Agreement with Colette C. Pieper. Incorporated by
reference to Exhibit 10.1 to Form 8-K as filed on September 2,
2016.
|
10.5
|
|
Command
Center, Inc. 2016 Stock Incentive Plan. Included as Appendix B to
Form DEF 14A as filed October 11,, 2016
|
|
Code of
Ethics.
|
|
|
List of
Subsidiaries
|
|
|
Consent
of PMB Helin Donovan
|
|
|
Certification
of Principal Executive Officer-Section 302
Certification
|
|
|
Certification
of Principal Accounting Officer-Section 302
Certification
|
|
|
Certification
of Chief Executive Officer-Section 906 Certification
|
|
|
Certification
of Principal Accounting Officer-Section 906
Certification
|
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
/s/Frederick
Sandford
|
Chief
Executive Officer
|
Frederick
Sandford
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
|
|
|
|
/s/Colette
Pieper
|
Principal
Accounting Officer
|
Colette
Pieper
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
/s/John
Stewart
|
Director
|
John
Stewart
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
|
|
|
|
/s/Richard
Finlay
|
Director
|
Richard
Finlay
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
|
|
|
|
/s/Frederick
Sandford
|
Director
|
Frederick
Sandford
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
|
|
|
|
/s/John Schneller
|
Director
|
John Schneller
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
|
|
|
|
/s/JD
Smith
|
Director
|
JD
Smith
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
|
|
|
|
/s/R.
Rimmy Malhotra
|
Director
|
R.
Rimmy Malhotra
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
|
|
|
|
/s/Steven
Bathgate
|
Director
|
Steven
Bathgate
|
April
11, 2017
|
Signature
|
Title
|
Printed Name
|
Date
|
PMB
Helin Donovan
|
1.
|
I have
reviewed this Annual Report on Form 10-K of Command Center,
Inc.;
|
2.
|
Based
on my knowledge, this 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 annual report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
|
4.
|
The
registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) for the
registrant and we have:
|
|
a)
|
designed
such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, is
made known to us 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 our
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 this annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting.
|
5.
|
The
registrant's other certifying officers and I have disclosed, based
on our 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.
|
/s/Frederick
Sandford
|
|
Frederick
Sandford
Chief
Executive Officer
|
|
(Principal
Executive Officer)
|
|
1.
|
I have
reviewed this Annual Report on Form 10-K of Command Center,
Inc.;
|
2.
|
Based
on my knowledge, this 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 annual report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
|
4.
|
The
registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) for the
registrant and we have:
|
|
a)
|
designed
such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, is
made known to us 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 our
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 this annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting.
|
5.
|
The
registrant's other certifying officers and I have disclosed, based
on our 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.
|
/s/Colette
Pieper
|
Colette
Pieper
Principal
Accounting Officer
|
/s/
Frederick Sandford
|
|
Frederick
Sandford
Chief
Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/Colette
Pieper
|
|
|
Colette
Pieper
Principal Accounting Officer
|
|