COMMAND SECURITY CORP
8-K, 1996-09-10
DETECTIVE, GUARD & ARMORED CAR SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                        UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       Date of Report: September 10, 1996
                                       ------------------
                        (Date of Earliest Event Reported)

                          COMMAND SECURITY CORPORATION
                          ----------------------------
             (Exact name of Registrant as Specified in its Charter)

                                    New York
                                    --------
                            (State of Incorporation)

                                     0-18684
                                     -------
                            (Commission File Number)

                                   14-1626307
                                   ----------
                        (IRS Employer Identification No.)

                  Lexington Park, Lagrangeville, New York 12540
                  ---------------------------------------------
                    (Address of Principal Executive Offices)

                                 (914) 454-3703
                                 --------------
                         (Registrant's Telephone Number)

<PAGE>

Item 1-Item 4     Not Applicable.

Item 5            Not Applicable.

Item 6            Not Applicable.

Item 7            Financial Statements and Exhibits.

                  (a),(b) Not Applicable.

                  (c) Exhibits

                  (I)  Press release dated August 19, 1996

                  (II) Press release dated September 5, 1996

                  (III)Press release dated September 9, 1996

Item 8.           Not applicable.

<PAGE>

                                   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 hereunto duly authorized.

Date: September 10, 1996            COMMAND SECURITY CORPORATION


                                    by: /s/ H. Richard Dickinson
                                       ----------------------------
                                    H. Richard Dickinson
                                    Chief Financial Officer



                              FOR IMMEDIATE RELEASE

           COMMAND SECURITY CORPORATION REPORTS FIRST QUARTER RESULTS

                   - Operating Profit Increases by almost 200%
                   - Demand increases in Aviation Safeguards Division
                   - Retains Investor Relations Firm

Lagrangeville, New York - August 19, 1996 - Command Security Corporation
(NASDAQ:CMMD) reported its results for its first fiscal quarter ending June 30,
1996. Revenues for the period were $12,000,789, a reduction of approximately
$2.9 million from the $14,902,453 reported for the same period last year. The
net loss for the period after provsiion for preferred dividends was $122,174 or
$.02 per share compared to a loss of $186,331 or $.03 per share in the same
period of last year.

Operating profit for the quarter ended June 30, 1996 increased to $144,204, an
increase of 199% from the $48,257 recorded in the same period of 1995. This
increase was achieved despite a $141,205 increase in a non-cash charge for
amortization of intangibles of $445,791 in 1996 from $304,586 in 1995. During
the quarter, management re-evaluated the useful lives of the customer lists
acquired from ISS in October 1993. Based on the review, the Company has reduced
the useful life of these lists from 15 to 5 years. This resulted in $144,900 of
additional amortization charges for the period. EBITDA increased by $220,261 to
$664,169 in the quarter ended June 30, 1996 from $443,905 recorded in the same
period last year.

Commenting on the results, William C. Vassell, Chairman of the Board, stated
"During the period we focused on improving long term profitability from our
existing operations. This resulted in a reduction of revenues, as we eliminated
unprofitable accounts. We also made progress reducing our general and
administrative expenses."

Mr. Vassell added, "We have recently seen increased demand for services in our
Aviation Safeguards Division which has significant operations at Kennedy and Los
Angeles International Airports. We see substantial potential growth in this
area."

In early July, Command retained Radcliffe & Associates, Inc. to provide investor
relations and financial public relations services to the Company. Mr. Vassell
stated, "In light of the improved operating results and our prospects for
continued growth, we believe that it is time to make the financial community
more aware of the developments and potential for the Company. We selected
Radcliffe & Associates based upon their background working primarily with
growing small-cap NASDAQ Companies."

Command Security Corporation provides security services through Company-owned
offices in New York, New Jersey, California, Illinois, Connecticut and Florida
and provides back-offices service agreements to independent security companies
nationwide.

Table to follow . . .

<PAGE>

                                              Condensed Statements of Operations

                                                     For the Quarter ended
                                                 ------------------------------

                                                 June 30, 1996    June 30, 1995
                                                 -------------    -------------
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                              327,772           307,887
                                                 ------------      ------------
                                                    2,288,404         2,465,323
                                                 ------------      ------------

Operating expenses
  General and administrative                        1,635,323         2,023,609
   Amortization of intangible                         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 Income/(Loss) per Share                      $      (0.02)     $      (0.03)

Contact:

William C. Vassell, Chairman of the Board                    914-454-3703
H. Richard Dickinson, Chief Financial Officer                212-689-6565
Donald Radcliffe, Radcliffe & Associates, Inc.               212-605-0174



                              FOR IMMEDIATE RELEASE


              COMMAND SECURITY CORPORATION ANNOUNCES ACQUISTION OF
                  SECURITY MANAGEMENT SERVICES OF STAMFORD, CT


Lagrangeville, New York - September 5, 1996 - Command Security Corporation
(NASDAQ:CMMD) today announced it has acquired the assets of Security Management
Services, Inc. (SMS) based in Stamford, Connecticut. Terms of the transaction
were not disclosed.

SMS, with annual revenue of $2.7 million, provides a full range of security
services to corporate and commercial clients throughout the State of
Connecticut.

William C. Vassell, Chairman of the Board of Command said "We are excited about
this acquisition which will fold in nicely with our already strong operational
presence in this market."

Command Security Corporation provides security services through Company owned
offices in New York, New Jersey, California, Illinois, Connecticut and Florida
and provides back-office service agreements to independent security companies
nationwide.


CONTACT:

William C. Vassell, Chairman of the Board                     914-454-3703
H. Richard Dickinson, Chief Fiscal Officer                    212-689-6565
Donald Radcliffe, Radcliffe & Associates, Inc.                212-605-0174



                              FOR IMMEDIATE RELEASE


               COMMAND SECURITY CORPORATION ANNOUNCES ADDITION OF
                      KEY EXECUTIVE AT INDUSTRY CONFERENCE


Lagrangeville, New York - September 9, 1996 - Command Security Corporation
(NASDAQ:CMMD) announced today at the American Society of Industrial Security's
Annual Trade Conference in Atlanta, the appointment of Mr. Robert R. Iuzzolino
as Vice President Sales and Marketing. This conference is attended by over 5,000
security industry professionals.

Prior to joining Command, Mr. Iuzzolino has had over two decades of experience
in the security industry where he has served as a Client Development/Marketing
Executive with two national industry leaders. He was a Senior Vice President at
C.P.P. Security Services where he was instrumental in building sales,
implementing a national accounts program and developing a sales team. He also
was Vice President of Sales and Marketing for Wells Fargo where he had full
responsibility for increasing the sales force, as well as the development of
materials, campaigns and national account programs. During the first full year,
these efforts resulted in 170,000 weekly hours of permanent guard work being
sold.

William C. Vassell, Chairman of the Board of Command said "We are very pleased
to be able to add an individual with Bob's talent and experience to our
management team. He should be able to assist us greatly in building our sales
force and attracting new business for the solid foundation that we have
established."

Command Security Corporation provides security guard services through
Company-owned offices in New York, New Jersey, California, Illinois, Connecticut
and Florida and provides back-office service agreements to independent security
companies nationwide.

CONTACT:

William C. Vassell, Chairman of the Board                     914-454-3703
H. Richard Dickinson, Chief Financial Officer                 212-689-6565
Donald Radcliffe, Radcliffe & Associates, Inc.                212-605-0174



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