Friday, June 21, 2019

Command Center: Reverse Merger with Hire Quest, Tender Offer

Command Center (CCNI) is an illiquid micro-cap staffing company providing temporary semi-skilled and unskilled labor to light-industrial, hospitality, transportation and retail customers.  Through a network of 67 branches in 22 states they deployed over 32,000 employees to 3600 customers last year, a sizable operation given their $25MM market cap.  The company has historically struggled with mediocre management, exposure to oil and gas markets and a lack of scale, all of which led to activist investors pressuring the company to explore strategic alternatives in 2018.

On 4/7/19, the company announced a merger with privately held Hire Quest Holdings, effectively structured as a reverse merger where Hire Quest management will run the combined company and Hire Quest shareholders will own 68% (76% after the tender) of the proforma company's stock.  Temporary staffing is a fragmented industry with several large players and then many "mom and pop" type operators. Hire Quest's business is structured as a franchiser, they provide the back office support and negotiating scale on workers compensation insurance (a significant expense for this industry) to its franchisees under the brand names Trojan Labor and Acrux Staffing.  After the merger with Command Center is complete, the company plans on franchising the 67 Command Center branches to mirror the Hire Quest business model.  Interestingly, Command Center previously operated under the franchise model but bought out their franchisees in 2006.

In tandem with the reverse merger, the combined company will be conducting a tender offer of up to 1,500,000 shares at a price of $6 (versus a price of $5.45 today), in the proforma financials provided in the proxy, it shows the current cash on CCNI's balance sheet of $7.5MM being withheld for the tender offer.  They're a little short of the $9MM necessary for the tender, but given the cash build since the Q1 financials came out, I'm going to assume the company is essentially both cash and debt free.  Additionally, since the company will be franchising the current 67 Command Center locations, they should see some cash inflow from those sales.  The 2006 acquisition of 69 franchised stores which formed Command Center was done for 13.2 million shares which traded at roughly $1 at the time of the announcement (data is a bit hit and miss, this was an even tinier OTC stock at the time so my figures could be off), or we'll call it $180k per location which sounds reasonable as the buyers are going to be the store manager or someone looking to own their own job.  If correct, that's another $12MM in additional cash that could be used for buybacks/tender offer or expansion.

In the press release announcing the reverse merger, management provided the following pro-forma commentary:
"If Hire Quest revenue were determined on a similar revenue for the year ended December 31, 2018 would have been approximately $189 million.  Based on our current projections, after some period of integration and normalization, we believe the combined entities will produce annual EBITDA in excess of $15 million, exclusive of growth opportunities."
Following the tender offer, the company will have 12,968,678 shares on a diluted basis, at today's share price of $5.45 (and the assumption of zero net cash/debt, no value to the franchising), the enterprise value for the proforma company is approximately ~$70.5MM.  Against a post deal (could be messy the first year or so) estimated EBITDA of $15MM, the new Hire Quest is trading for roughly 4.7x EBITDA, well below the large publicly traded staffing companies.
Clearly some of these companies have higher quality businesses than that of a sub-scale CCNI, but with a new owner-operator management team in place, a differentiated franchise business model, post deal closing Hire Quest could have a more attractive story to tell investors narrowing some of that valuation gap.  At 7.0x EBITDA, still a discount to the group, shares would be worth $8.10 per share, or nearly 50% higher than today's trading price.  If we want to get a little crazy and use my $12MM cash number from the sale of franchises, that's just under another $1 per share, call it $9 per share total. Originally the deal was targeted to close in the second quarter, but that time frame has slipped a bit, the company is holding the shareholder vote alongside their annual meeting on 7/10/19 with the merger likely to close sometime shortly after it's approved.

Disclosure: I own shares of CCNI

11 comments:

  1. That $15mm EBITDA assumption might be a little optimistic no?

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    1. Possibly, take it for what it's worth management does say "exceed $15 million", I think the main question is when that will be accomplished, refranchising the locations will take some time, integrating the platform, etc.

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  2. I purchased some after the inital proxy announcing the reverse merger came out. This setup does look like HireQuest is using this merger for their principals to go public. I wonder if the change in the US federal corporate tax rate is providing some incentive for HQ to flip its structure from a pass-thru entity for IRS purposes to a corporation.

    I also think that HQ mgmt has incentives to downplay what the real pro-forma financials will look like. The pro-forma financials presented in the proxy really don't show things like the change in the legacy CCNI financials, the corporate SG&A synergy savings, etc.

    Finally the financial advisor's fairness opinion on legacy HQ's value based on their business plan is rather opaque but hints that HQ's 2019-2022 annual EBITDA standalone will be $10-$15m per year.

    All of this makes sense if you are trying to buy out the legacy CCNI shareholders - you have no incentive to sell hard.

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    1. Good points - but curious how much underselling is really necessary, I assume the tender will be fully subscribed easily given where the shares are trading, but maybe that's because of the sleepy outlook.

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    2. I don't really understand the downplaying incentive. HQ is paying with shares of their own company. As an example, if they make the case that they are worth $1 billion, they would only need to have dilution of a couple percent. This would be good for them right?

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  3. Good write up. I'm also long CCNI into this transaction. Curious to get your thoughts (or others) on two items: (1) large amount of receivables at Hire Quest (> 1.5x 12-months of royalty revenues -- are these really collectible?) and (2) creation of $11.5mm deferred tax liability upon closing (what's driving this and how are you thinking about it?). Curious your thoughts - cheers!

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  4. 1) Receivables: This is due to the nature of the franchise business model. The franchisee branches make thin margins, but don't have to deal with the high working capital requirements.

    The working capital requirements are borne by HQ corporate (ie, temp employees get paid daily, weekly) but payroll receivables are collected in 30-45 days from the hiring company. HQ rebates all but a portion of the collections back to the branches but carries the large receivable balance to be collected. You have to match most of that $20M+ receivables with the total systemwide revenues (including franchisees) of $90M+ (and not the HQ corporate annual revenue of $13M+).

    2) the tax liability is an artifact of the difference between tax reporting and GAAP reporting. Part of it is the goodwill creation and part of it is due to the switch from cash accounting for expense recognition for HQ to accrual accounting (thus creating a prepaid expense asset and matching tax liability from the delayed profit recognition for GAAP purposes). I'm not sure its something I'd worry about. HQ mgmt has pledged to cover the delayed tax liability due to the cash to accrual switch.

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  5. surprised that the tender was very slightly under-subscribed vs 1.5m share repurchase objective. I think this highlights that despite the underselling of the merger by the company, the proxy hinted that the combination was going to be undervalued vs the $6 tender price.

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    1. Count me as surprised too, usually these are well over subscribed. FWIW, I didn't tender my shares.

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