<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
-------------------------
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 0-18684
--------
Command Security Corporation
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 14-1626307
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
Lexington Park, LaGrangeville, New York 12540
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 454-3703
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
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practical date: 6,764,206 (as of August 7, 1996).
---------
<PAGE>
COMMAND SECURITY CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Condensed Statements of Operations -
three months ended June 30, 1996
and 1995 (unaudited) 2
Condensed Balance Sheets -
June 30, 1996 and March 31, 1996
(unaudited) 3
Condensed Statements of Stockholders' Equity -
three months ended June 30, 1996 and 1995
(unaudited) 4
Condensed Statements of Cash Flows -
three months ended June 30, 1996 and 1995
(unaudited) 5 - 6
Notes to Condensed Financial Statements 7 - 9
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 10 - 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE 13
PART I. Financial Information
Item 1. Financial Statements
1
<PAGE>
<TABLE>
<CAPTION>
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
--------------------------------
June 30, June 30,
1 9 9 6 1 9 9 5
------------ ------------
<S> <C> <C>
Revenue $12,000,789 $14,902,453
Cost of revenue 10,040,157 12,745,017
------------ ------------
Gross profit 1,960,632 2,157,436
Service contract revenue (note 1) 327,772 307,887
------------ ------------
2,288,404 2,465,323
------------ ------------
Operating expenses
General and administrative expenses 1,635,323 2,023,609
Amortization of intangibles 445,791 304,586
Provision for doubtful accounts 63,086 88,871
------------ ------------
2,144,200 2,417,066
------------ ------------
Operating profit 144,204 48,257
Interest income 59,801 29,603
Interest expense (281,920) (260,949)
Equipment dispositions (11,968) (3,247)
------------ ------------
Loss before income taxes (89,883) (186,336)
Provision for income taxes -0- -0-
------------ ------------
Net loss (89,883) (186,336)
Preferred stock dividends (32,291) -0-
------------ ------------
Net loss applicable to
common stockholders $ (122,174) $ (186,336)
------------ ------------
------------ ------------
Net loss per common share $ (.02) $ (.03)
------------ ------------
------------ ------------
Weighted average number
of common and common
equivalent shares outstanding 6,764,206 6,633,932
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to condensed financial statements.
2
<PAGE>
COMMAND SECURITY CORPORATION
CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> June 30, March 31,
Current assets: 1 9 9 6 1 9 9 6
------------ ------------
<C> <C>
Accounts receivable - net $11,438,841 $12,320,412
Notes receivable, current maturities - net 224,911 260,547
Prepaid expenses 1,249,892 1,176,972
Other receivables - net 142,011 285,469
------------ ------------
Total current assets 13,055,655 14,043,400
Property and equipment - net 980,649 975,832
Other assets:
Notes and accounts receivable
due after one year - net 215,875 210,659
Intangible assets - net 5,828,161 6,270,440
Deferred income taxes 300,541 300,541
Other assets 774,957 583,542
------------ ------------
Total other assets 7,119,534 7,365,182
------------ ------------
Total assets $21,155,838 $22,384,414
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft $ 1,494,047 $ 913,944
Current maturities of long-term debt 1,948,931 1,938,273
Current maturities of obligations under capital leases 89,412 102,811
Short-term borrowings 5,590,601 6,465,827
Accounts payable 632,333 629,710
Due to service companies 378,164 641,944
Accrued payroll and other expenses 2,878,727 3,131,923
------------ ------------
Total current liabilities 13,012,215 13,824,432
Deferred gain 133,303 133,303
Self-insurance reserves 392,193 428,423
Long-term debt due after one year 1,095,287 1,178,962
Obligations under capital leases due after one year 27,737 15,543
------------ ------------
14,660,735 15,580,663
------------ ------------
Redeemable, convertible Series A preferred stock 1,646,816 1,614,525
Stockholders' equity:
Common stock, $.0001 par value 812 812
Additional paid-in capital 9,554,369 9,805,425
Retained earnings/(deficit) (4,703,894) (4,614,011)
Treasury stock at cost (3,000) (3,000)
------------ ------------
Total stockholders' equity 4,848,287 5,189,226
------------ ------------
Total liabilities and stockholders' equity $21,155,838 $22,384,414
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to condensed financial statements.
3
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Retained
Common Paid-In Earnings Treasury
Stock Capital (Deficit) Stock
----- ------- --------- -----
<S> <C> <C> <C> <C>
Balance at March 31, 1995 $799 $10,121,721 $(5,125,661) $(3,000)
Deferred stock compensation 4,300
Stock registration costs (76,206)
Net loss - three months ended
June 30, 1995 (186,336)
Balance at June 30, 1995 799 10,049,815 (5,311,997) (3,000)
---- ----------- ------------ --------
Stock registration costs (60,230)
Issuance/(return) of
escrowed common stock
Accrued fees 15 (15)
Retention Settlement (2) (64,685)
Preferred stock dividends (119,460)
Net income - nine months ended
March 31, 1996 697,986
Balance at March 31, 1996 812 9,805,425 (4,614,011) (3,000)
---- ----------- ------------ --------
Exercise of common stock put (218,765)
Preferred stock dividends (32,291)
Net loss - three months ended
June 30, 1996 (89,883)
---- ----------- ------------ --------
Balance at June 30, 1996 $812 $ 9,554,369 $(4,703,894) $(3,000)
---- ----------- ------------ --------
---- ----------- ------------ --------
</TABLE>
4
<PAGE>
See accompanying notes to condensed financial statements.
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
June 30, June 30,
1 9 9 6 1 9 9 5
----------- ------------
<S> <C> <C>
Cash flow from operating activities:
Net loss $ (89,883) $ (186,336)
Adjustments to reconcile net loss to
net cash provided by/(used in) operating activities:
Depreciation and amortization 531,933 398,898
Provision for doubtful accounts 63,086 88,871
Loss on equipment dispositions 11,968 3,247
Self-insurance reserves 18,116 55,905
(Increase)/decrease in receivables,
prepaid expenses and deposits 722,547 (2,358,333)
Increase/(decrease) in accounts payable
and other current liabilities (585,404) 285,616
----------- ------------
Net cash provided by/(used in) operating activities 672,363 (1,712,132)
----------- ------------
Cash flows from investing activities:
Purchases of equipment (29,716) (34,734)
Proceeds from sale of equipment 25,606 900
Purchase of intangible assets -0- (64,244)
Notes issued (60,000) (49,500)
Principal collections on notes receivable 82,186 25,871
----------- ------------
Net cash provided by/(used in) investing activities 18,076 (121,707)
----------- ------------
Cash flows from financing activities:
Net borrowings/(repayments) on line-of-credit (774,025) 2,073,652
Increase in cash overdrafts 580,103 166,458
Principal payments on other borrowings (484,292) (307,621)
Principal payments on capital lease obligations (12,225) (22,444)
Stock registration costs -0- (76,206)
----------- ------------
Net cash provided by/(used in) financing activities (690,439) 1,833,839
----------- ------------
Net decrease in cash
and cash equivalents -0- -0-
Cash and cash equivalents
at beginning of period -0- -0-
----------- ------------
Cash and cash equivalents
at end of period $ -0- $ -0-
----------- ------------
----------- ------------
</TABLE>
5
<PAGE>
See accompanying notes to condensed financial statements.
(Continued)
COMMAND SECURITY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the three months ended June 30 for:
1 9 9 5 1 9 9 4
---------- ----------
Interest $ 276,594 $ 259,807
Income taxes -0- -0-
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
For the three months ended June 30, 1996 and 1995, the Company purchased
transportation and office equipment with direct installment and lease
financing of $126,745 and $80,001, respectively.
For the three months ended June 30, 1996, the Company accrued dividends of
$32,291 on its Series A convertible preferred stock. This charge to paid-in
capital and credit to preferred stock has been excluded in the statement of
cash flows.
In June, 1996, the Company negotiated a settlement with NSC Shareholder Trust
in connection with a put offer given for common stock issued in consideration
for the purchase of customer accounts. The resultant charge to paid-in
capital and intangibles of $218,765 and $3,512, respectively, and credit to
notes payable of $222,277 have been excluded in the statement of cash flows.
6
<PAGE>
See accompanying notes to condensed financial statements.
COMMAND SECURITY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the
financial statements and notes thereto included in the Company's financial
statements for the year ended March 31, 1996.
The financial statements for the interim periods shown in this report are not
necessarily indicative of results to be expected for the fiscal year. In the
opinion of management, the information contained herein reflects all
adjustments necessary to summarize fairly the results of operations,
financial position, stockholders' equity and cash flows at June 30, 1996, and
for the period then ended. All such adjustments are of a normal recurring
nature.
1.) SERVICE COMPANIES:
The following is a summary of the service companies' activities for the
three months ended June 30, 1996 and 1995, respectively, the components
of which have been excluded from the Company's financial statements:
Three Months Ended
------------------------
June 30, June 30,
1 9 9 6 1 9 9 5
---------- ----------
Service companies' guard
service revenue $3,754,033 $4,452,610
Cost of revenue 3,123,975 3,725,305
Gross profit 630,058 727,305
Service companies' share
of gross profit 406,062 450,932
223,996 276,373
Other service revenue 103,776 31,514
Total service contract revenue $ 327,772 $ 307,887
7
<PAGE>
(Continued)
COMMAND SECURITY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
2.) Short-Term Notes Payable:
In February, 1995, the Company entered into an agreement with The CIT
Group/Finance, Inc. ("CIT") under a revolving loan and security agreement
(the "agreement"). The agreement, as amended on December 1, 1995,
provides for a discretionary line of credit of up to 82.5% of eligible
accounts receivable, as defined in the agreement, but in no event in
excess of $10 million. At June 30, 1996, the Company had used $5,190,179
of this line, representing virtually 100% of its maximum borrowing
capacity. Interest is payable monthly, at 2% above prime (10.25% at June
30, 1996). The line is collateralized by customer accounts receivable
and substantially all other assets of the Company. The term of the
agreement is two years, expiring in February, 1997.
3.) Loss per Share:
Loss per common share is based on the weighted average number of shares of
common stock and common stock equivalents outstanding during the period,
including the dilutive effect, if any, of warrants and stock options
outstanding. Warrants and stock options outstanding and preferred stock
conversions were excluded from the computation for each period presented
because their effect was antidilutive.
4.) Contingent Liabilities:
The nature of the Company's business subjects it to claims or litigation
alleging that it is liable for damages as a result of the conduct of its
employees or others. The Company insures against such claims and suits
through policies with third-party insurance companies. Such policies
have limits of $1,000,000 per occurrence and $2,000,000 in the aggregate.
In addition, the Company has obtained an excess liability policy that
covers claims for an additional $25,000,000 in the aggregate. The
Company retains the risk for the first $50,000 per occurrence. The
Company has included liabilities of $392,000 and $428,000 for the
estimated losses incurred under these risk retentions at June 30 and
March 31, 1996, respectively, in the Company's financial statements.
The Company has guaranteed certain installment loans extended to various
service companies by Capital Resources Company. The total outstanding
balance on such loans as of June 30, 1996, was approximately $831,000.
An action was commenced against the Company and the City of New York on or
about August 20, 1992. This action seeks $3 million in damages together
with $9 million in punitive damages arising from injuries allegedly
sustained by the plaintiff as a result of an assault by one of the
Company's guards, while said guard was on duty. This suit has been
turned over to the insurance carrier for defense. Insurance coverage is
limited to $6 million covering this claim. Punitive damages, if any, may
not be covered under the Company's insurance policy. The Company denies
any culpability and asserts an affirmative defense that its liability, if
any, does not exceed 50% of the liability of all defendants and hence
seeks apportionment of liability. Management is of the opinion that the
results of this litigation will not have a material effect on the
8
<PAGE>
Company's financial condition or results of operations.
(Continued)
COMMAND SECURITY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
4.) Contingent Liabilities: (continued)
In August, 1992, the Company commenced action against a former service
company client for non-payment of obligations owed by the service
company to the Company. At approximately the same time, the service
company initiated suit for non-performance of the Company in connection
with the terms of the service agreement seeking compensatory damages.
Management has reviewed both suits with legal counsel and is of the
opinion that the likelihood of loss on the suit against the Company is
remote. Accordingly, no adjustment has been made to the accompanying
financial statements. In addition, management is of the opinion that
all amounts due to the Company from the former service company are for
bona fide claims for services provided by the Company and are
collectable, subject to the financial viability of the service company
and the value of the related collateral. Amounts due from this service
company, which approximate $495,000 plus interest and legal fees, have
been fully reserved.
The Chairman of the Board of the Company has pledged his personally owned
shares of Company stock (510,000 shares are currently in escrow) to ISS
International Service System, Inc. (ISS) in connection with the Company's
acquisition of certain security guard assets from ISS. The number of
shares is subject to adjustment. Such shares have been pledged as
collateral to secure the Company's $1 million in promissory notes to ISS
for the balance of the purchase price of the ISS security guard assets.
In the event of default, as defined by the ISS agreement, ISS is entitled
to the transfer of so much of the pledged stock as is equal in value to
the amounts outstanding on the defaulted note(s). The Company has
defaulted on the payment of $500,000 due on March 31, 1995, and on the
payment of $500,000 due October 27, 1995. ISS has not exercised its
right to foreclose on the pledged shares. The Company believes that it
has claims against ISS which substantially offset the payments due and is
looking for arbitration in an effort to settle this matter. In
conjunction with this pledge, the Company has entered into an
indemnification agreement with the Chairman of the Board whereby the
Company would issue to the Chairman of the Board such number of shares as
were delivered to ISS in the event of default. This event would result
in a reduction of the ISS related debt and a corresponding increase in
stockholders' equity. There would be no impact to the Company's results
of operations, except a dilution of per share amounts.
The Private Placement Memorandum issued in connection with the Company's
1993 Private Placement and the interim financial reports for the first
three quarters in the fiscal years ended March 31, 1994 and 1995, filed
by the Company contained financial information which has since been
restated. It is possible that the purchasers of Units pursuant to the
1993 offering and the purchasers of shares in connection with the
offerings that were consummated in February, 1995, may make a claim for,
among other things, rescission of their investment, which totaled
$4,000,000 in the 1993 offering and approximately $4,160,000 in the 1995
offerings, plus interest, alleging, in each case, as the basis, the
above-mentioned restatements. Other causes of action against the Company
based on federal and/or state securities laws are also possible.
Additional expenditures in the form of damages and fees, if any, are not
quantifiable. No such claims have been received by the Company to date.
If the Company were to become involved in litigation arising from these
circumstances, the Company's results of operations and financial
condition may be materially adversely affected due to the drain on cash
and management resources. Management is of the opinion that the
probability of claims and a resultant negative impact on the Company's
operations and financial condition is
9
<PAGE>
diminishing with time.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following should be read in conjunction with the Company's financial
statements and the related notes thereto.
Revenue decreased by $2,901,664 for the quarter ended June 30, 1996 to
$12,000,789, from $14,902,453 for the quarter ended June 30, 1995. Of this
decrease, $241,000 represents revenue generated by the Company's Boston
operation during the quarter ended June 30, 1995 that was sold in October,
1995 and approximately $900,000 is the result of contracts that were not
renewed during the year due to low margins. The remaining decrease is due to
other contract cancellations net of new contract starts. Management will
continue to divest lower margin contracts and focus its marketing efforts on
higher quality business.
Gross profit decreased by $196,804 to $1,960,632 or 16.3% of revenue for the
quarter ended June 30, 1996, compared to $2,157,436 or 14.5% of revenue for
the quarter ended June 30, 1995. Of this decrease, $420,000 was due to lower
revenue, offset by $223,276 resulting from lower direct costs. This decrease
in direct costs is primarily a result of lower insurance expense ($280,000)
and union benefits ($58,000) offset by higher labor costs ($63,000) and
higher costs in other expense categories ($52,000).
The Company provides payroll and billing services and accounts receivable
financing through contracts with service company clients for a percentage of
revenue or gross profit generated from their business. The Company owns the
accounts receivable and, depending on the individual contract, may be the
employer of record. The caption "Service contract revenue" represents the
income earned on the service agreements.
Service contract revenue increased by $19,885 to $327,772 in the quarter
ended June 30, 1996 from $307,887 in the quarter ended June 30, 1995. $72,262
of this increase is attributable to higher fees earned from the Company's
non-employer of record program as a result of new contracts signed offset by
lower fees earned from employer of record contracts of $52,377 due to
contract terminations.
General and administrative expenses decreased by $388,286 to $1,635,323 for
the quarter ended June 30, 1996 from $2,023,609 for the quarter ended June
30, 1995. The major areas of decrease are salaries ($107,703), rent and
utilities ($42,695), travel and entertainment ($26,340), insurance expense
($52,178) and professional fees ($133,401).
Amortization of intangibles increased by $141,205 to $445,791 for the quarter
ended June 30, 1996 compared to $304,586 for the prior year's quarter. This
is a result of management's re-evaluation of the useful lives of the customer
lists acquired from ISS in October, 1993. Based on the contract retention
since the acquisition, the Company has reduced the useful life from 15 years
to 5 years. This increase in amortization will recur each quarter until the
ISS intangible is fully amortized.
The provision for bad debts decreased by $25,785 to $63,086 for the quarter
ended June 30, 1996 from $88,871 for the quarter ended June 30, 1995. This
is the result of improved collection experience.
Net interest expense decreased by $9,227 to $222,119 for the quarter ended
June 30, 1996 from $231,346 for the comparable quarter of the prior year.
Interest income increased by $30,198 resulting from increased finance charges
earned as part of the Company's non-employer of record service agreement
program. This was partially offset by
10
<PAGE>
higher interest expense due to higher working capital requirements.
Loss on equipment dispositions primarily represents older vehicles sold or
retired.
(Continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Company pays its guard employees and those of its service agreement
clients on a weekly basis, while its customers and the customers of service
company clients pay for the services of such employees generally between 50
to 60 days after billing by the Company. In order to provide funds for
payment of its guard employees, on February 24, 1995, the Company entered
into a commercial revolving loan agreement with CIT Group/Credit Finance
(CIT). Under this agreement, borrowings may be made in an amount up to 80%
of eligible accounts receivable, but in no event more than $10,000,000.
During the quarter ended December 31, 1995, this agreement was amended to
increase the borrowing availability from 80% to 82.5%. Outstanding balances
bear interest at a per annum rate of 2% in excess of the "prime rate" and are
collateralized by a pledge of the Company's accounts receivable and other
assets. Prior to the existing agreement, the Company utilized a commercial
revolving loan agreement with another institutional lender.
At June 30, 1996, the Company had borrowed $5,190,179 or approximately 57.2 %
of its billed accounts receivable (after allowance for bad debts, but before
accrued and unbilled receivables) and virtually 100% of its maximum borrowing
capacity based on the definition of "eligible accounts receivable" under the
terms of the revolving loan arrangement.
Generally, the Company borrows a high percentage of its available borrowing,
which can fluctuate materially from day to day due to the changes in the
status of the factors used to determine availability (such as billing,
payment and aging of accounts receivable).
The cash overdraft was $1,494,047 at June 30, 1996. Management anticipates
that the Company's cash position will generally improve throughout the
remainder of the fiscal year from earnings as well as the timing effect of
cash requirements for payroll tax and insurance premiums.
The Company entered into a subordinated loan arrangement on February 24,
1995, with Deltec Development Corporation (Deltec) pursuant to which the
Company borrowed $1,500,000, the proceeds of which were used to acquire the
assets of United Security Group Inc. (United). The subordinated loan has a
term of four years, calls for quarterly principal and interest payments and
bears interest at fourteen percent (14%) per annum. It is collateralized, on
a subordinated basis, by all the Company's assets, properties and other
revenue. The balance due Deltec at June 30, 1996, was $1,031,250.
Long-term debt at June 30, 1996, includes $1,000,000 due to ISS. This debt
was created in connection with the purchase of various guard service accounts
in October, 1993, and consists of two notes in the amount of $500,000, each
due on March 31, 1995 and October 27, 1995, respectively. The Company has
defaulted on both payments and is in negotiations with ISS to settle the
obligations. The Company believes that ISS has breached certain provisions
of the various agreements associated with the acquisition. ISS has the right
to foreclose on certain shares of the Company's common stock owned by Mr.
Vassell, the Company's Chairman of the Board. The Company has entered into
an agreement to indemnify Mr. Vassell in the event of foreclosure whereby the
Company would issue to Mr. Vassell such number of shares as were delivered to
ISS in foreclosure. This would result in a reduction of the ISS related debt
and a corresponding increase in stockholders equity. There would be no
impact to the Company's net income except a decrease in earnings per share
due to the increased number of shares outstanding.
The Company finances vehicle purchases typically over three years and
insurance through short-term borrowings.
11
<PAGE>
The Company has no additional lines of credit other than discussed herein.
The Company has no present material commitments for capital expenditures.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to footnote 4 to the condensed financial statements
presented herein.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(1) Exhibits - None
(2) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter
ended June 30, 1996.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMAND SECURITY CORPORATION
Date: August 19, 1996 By: /s/ William C. Vassell
-----------------------------------------
William C. Vassell, Chairman of the Board
Date: August 19, 1996 By: /s/ H. Richard Dickinson
-------------------------------------------------
H. Richard Dickinson, Principal Financial Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1.00
<CASH> (1,494)
<SECURITIES> 0
<RECEIVABLES> 12,949
<ALLOWANCES> 1,285
<INVENTORY> 0
<CURRENT-ASSETS> 13,056
<PP&E> 2,658
<DEPRECIATION> 1,677
<TOTAL-ASSETS> 21,156
<CURRENT-LIABILITIES> 13,012
<BONDS> 8,752
1,647
0
<COMMON> 1
<OTHER-SE> 4,847
<TOTAL-LIABILITY-AND-EQUITY> 21,156
<SALES> 0
<TOTAL-REVENUES> 12,329
<CGS> 0
<TOTAL-COSTS> 10,040
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 63
<INTEREST-EXPENSE> 282
<INCOME-PRETAX> (90)
<INCOME-TAX> 0
<INCOME-CONTINUING> (90)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (90)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.01)
</TABLE>
