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Labor SMART rejects acquisition deal, default notice in dispute

May 28, 2015

Labor SMART Inc. (OTCBB: LTNC) announced today it rejected an offer by Command Center Inc. (OTCBB: CCNI) to purchase the company.

“After careful consideration it has been determined that the offer does not represent a fair value of the company’s assets nor a reasonable multiple of the $1.5-$2 million minimum annual EBITDA gain that Command Center should capture post acquisition,” said Labor SMART Chairman and CEO Ryan Schadel. “Command Center was notified this morning of the decision to reject the offer and was invited to make a serious offer if they have a serious interest.”

Labor SMART provides industrial staffing and is based in Powder Springs, Ga. The company posted revenue of $24.0 million in 2014 and a net loss of $5.1 million. Labor SMART posted revenue of $4.7 million in the first quarter and a net loss of nearly $1.5 million.

In a filing with the US Securities and Exchange Commission, Command Center reported it offered to purchase the assets of Labor SMART under a Section 363 bankruptcy process.

“We believe the auction process outlined under Section 363 of the US Bankruptcy Code provides the best opportunity for a return to us,” according to Command Center’s filing.

Command Center also reported it submitted a notice of default and demand for payment of $305,429 to Labor SMART on May 26. The demand was made under the terms of a note issued by Labor SMART in 2014; Command Center purchased the note on May 22, according to the filing.

However, Schadel said Labor SMART has not received any default notice and is required to file a disclosure with the SEC within three days if it had.

“From a factual standpoint, Labor SMART has not acknowledged receipt of any legitimate default notice from any noteholder,” Schadel said.

 Labor SMART reported in a press release that Command Center may have purchased the debt with the hope of pressuring the company to sell,

“We’re not looking to sell, but everything’s for sale at the right price," Schadel said. "If somebody came in and offered the right price, and there was a good culture fit, absolutely if made sense. But we are not actively seeking to be purchased, we are actively seeking acquisitions."