Attached files
| file | filename |
|---|---|
| EX-32.3 - SECTION 906 CERTIFICATION - PRINCIPAL FINANCIAL OFFICER/PRINCIPAL ACCOUNTING OFFICER - PISMO COAST VILLAGE INC | asciiex32-3jw09302009.txt |
| EX-31.3 - SECTION 302 CERTIFICATION - PRINCIPAL FINANCIAL OFFICER/PRINCIPAL ACCOUNTING OFFICER - PISMO COAST VILLAGE INC | asciiex31-3jw09302009.txt |
| EX-32.2 - SECTION 906 CERTIFICATION - CEO/PRINCIPAL EXECUTIVE OFFICER - PISMO COAST VILLAGE INC | asciiex32-2jj09302009.txt |
| EX-32.1 - SECTION 906 CERTIFICATION - PRESIDENT/CHAIRMAN OF THE BOARD - PISMO COAST VILLAGE INC | asciiex32-1jp06302009.txt |
| EX-31.2 - SECTION 302 CERTIFICATION - CEO/PRINCIPAL EXECUTIVE OFFICER - PISMO COAST VILLAGE INC | asciiex31-2jj09302009.txt |
| EX-31.1 - SECTION 302 CERTIFICATION - PRESIDENT/CHAIRMAN OF THE BOARD - PISMO COAST VILLAGE INC | asciiex31-1jp09302009.txt |
| EX-14 - CODE OF ETHICS - PISMO COAST VILLAGE INC | edgarcodeofethics09302009.txt |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
---------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2009
------------------
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 0-8463
------
PISMO COAST VILLAGE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-2990441
--------------------------------- ---------------------
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
165 South Dolliver Street, Pismo Beach, CA 93449
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number (805)773-5649
-------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
on Which Registered
------------------- ---------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
------------
(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 [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. YES [ ] NO [X]
1
----------------------------------------------------------------------------
Indicate by check mark 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 [X]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Subsection
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 check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Subsection 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
[ ] Large accelerated filer [ ] Non-accelerated filer
[ ] Accelerated filer [X] 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 [X]
State 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 sold, or the average bid and asked price of such common equity, as
of the last business day of the registrant's most recently completed fiscal
quarter. $57,167,500
(APPLICABLE ONLY TO REGISTRANT'S INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES [ ] NO [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date. 1,790
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Notice of 2010 Definitive Proxy Statement for the
Annual Meeting of Shareholders to be held January 16, 2010 are incorporated by
reference into Part III.
2
------------------------------------------------------------------------------
FORM 10-K
PART I
ITEM 1. BUSINESS
a. BUSINESS DEVELOPMENT
Pismo Coast Village, Inc., the "Registrant" or the "Company," was incorporated
under the laws of the State of California on April 2, 1975. The Company's sole
business is owning and operating Pismo Coast Village RV Resort, a recreational
vehicle resort (hereinafter the "Resort") in Pismo Beach, California. The
Resort has continued to enhance its business by upgrading facilities and
services to better serve customers.
b. BUSINESS OF ISSUER
The Company is engaged in only one business, namely, the ownership and
operation of the Resort. The Company generates revenue from rental of camping
sites, recreational vehicle storage, recreational vehicle repair and retail
sales from a general store and recreational vehicle parts store. Accordingly,
all of the revenues, operating profit (loss) and identifiable assets of the
Company are attributable to a single industry segment.
Pismo Coast Village RV Resort is a full-service 400 space recreational vehicle
resort. Its resort operations include site rentals, RV storage business, video
arcade, Laundromat, and other income sources related to the operation. The
retail operations include a general store, RV parts store, and RV repair shop.
In addition, the Company has a recreation department that provides a youth
program and recreational equipment rentals.
PUBLIC AND SHAREHOLDER USERS
The present policy of the Company is to offer each shareholder the opportunity
for 45 nights of free use of sites at the Resort, 25 nights may be used during
prime time and 20 nights during non-prime time. The free use of sites by
shareholders is managed by designating the nights of the year as prime time
and non-prime time. A prime time night is one that is most in demand, for
example, Memorial Day Weekend and the period from June 1 until Labor Day.
Non-prime time is that time with the least demand. Each shareholder is
furnished annually a calendar that designates the prime and non-prime time
nights; it also provides a schedule of when reservations can be made and the
procedure for making reservations. Shareholder's free use of sites average
approximately 21% to 24% annually (refer to Item 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, page 9).
SEASONAL ASPECTS OF BUSINESS
The business of the Company is seasonal and is concentrated during prime days
of the year which are defined as follows: President's Day Weekend, Easter
week, Memorial Day Weekend, summer vacation months, Labor Day, Thanksgiving
Weekend and Christmas vacation.
WORKING CAPITAL REQUIREMENTS
By accumulating reserves during the prime seasons, the Company is able
generally to meet its working capital needs during off-season. Industry
practice is to accumulate funds during the prime season, and use such funds,
as necessary, in the off-season. The Company has arranged, but not used, a
$500,000 line of credit to ensure funds are available, if necessary, in the
off-season.
3
------------------------------------------------------------------------------
COMPETITION
The Company is in competition with nine other RV parks located within a
five-mile radius. Since its property is the only property located adjacent to
the beach, it has a competitive edge. The Company is recognized as a
recreational vehicle resort rather than a park because of its upgraded
facilities and amenities which include 39 Channels of Satellite TV, high-speed
wireless Internet service throughout the property, a heated pool, a miniature
golf course and a recreational program. The Resort is noted for its ability to
provide full service which includes RV storage and RV repair and service. The
Resort is consistently given high ratings by industry travel guides based on
resort appearance, facilities offered, and recreational programs. In November
2007, Pismo Coast Village RV Resort was awarded the designation of 2007/2008
RV Park of the Year, Large Park Category, by the National Association of RV
Parks and Campgrounds (ARVC) which has a membership of more than 3,900
properties. Pismo Coast Village RV Resort also received national Park of the
Year honors in 1999, 1997, and 1995. In fiscal year 2004, Pismo Coast Village
RV Resort was awarded the designation of RV Park of the Year, Mega Park
Category 2004, by the California Travel Parks Association (CTPA), now known as
the California Association of RV Parks and Campgrounds(CalARVC). These factors
allow the Resort to price its site rental fees above most of its competition
based on perceived value received.
Competition for the tourist market is strong between the cities on the Central
Coast of California. Resort management and staff are involved with the City of
Pismo Beach, Chamber of Commerce, Conference and Visitors Bureau, and are
major sponsors in cooperative events and advertising. The Resort continues to
market off-season discounts and place advertisements in trade publications and
industry directories. In addition, the Company places its brochure with
companies selling or renting recreational vehicles and has found the Resort's
Internet web page to be very effective. The marketing program also targets
groups and clubs by offering group discounts, meeting facilities, and catering
services. The Company's marketing plan was funded by $60,152 for fiscal year
2009 which was developed out of operating revenues. The major source of the
Company's business is repeat business, which has been developed by attention
to good customer service and providing quality recreational facilities.
ENVIRONMENTAL REGULATION
The Company is affected by federal, state and local antipollution laws and
regulations. Due to the nature of its business operations (camping, RV storage
and small retail store sales), the discharge of materials into the environment
is not considered to be of a significant concern, and the EPA has not
designated the Company as a potentially responsible party for clean up of
hazardous waste.
The main property of the Resort is located within the boundaries of those
lands under the review and purview of the Coastal Commission of the State of
California and the City of Pismo Beach. The water and sewer systems are
serviced by the City of Pismo Beach. The Company was subject to state and
federal regulations regarding the fiscal year 1996 reconstruction of an
outflow structure that empties into Pismo Creek at the north boundary of the
Resort. Because the Resort is within the wetlands area, the California Coastal
Commission required permits for repair and construction to be reviewed by the
following agencies: City of Pismo Beach, State Lands Commission, Regional
Water Quality Board, State of California, California Department of Fish and
Game, State Department of Parks and Recreation and the Army Corps of
Engineers.
4
------------------------------------------------------------------------------
EMPLOYEES
As of September 30, 2009, the Company employed approximately 62 people with 28
of these on a part-time basis and 34 on a full-time basis. Due to the seasonal
nature of the business, additional staff is needed during peak periods and
fewer during the off-season. Staffing levels during the fiscal year ranged
from approximately 57 employees to 68 employees. Management considers its
labor relations to be good.
ADDITIONAL INFORMATION
The Company has remained conservative when considering rates and rate
increases. As a result of experiencing increasing operational expenses and
conducting a local comparative rate study, the Board voted not to increase RV
storage, however, there was a two to five-dollar per night site rental rate
increase effective October 1, 2008. It is anticipated the proposed rates will
continue to market site usage at is highest value and not negatively impact
the Company's ability to capture an optimum market share.
c. REPORTS TO SECURITY HOLDERS
Pismo Coast Village files quarterly reports, an annual report, and periodic
reports, providing the public with current information about the Company and
its operations with the Securities and Exchange Commission.
The Company makes available on its website, www.pismocoastvillage.com, access
to its annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with or furnished to
the Securities and Exchange Commission.
The public may read and copy any materials filed with the Securities and
Exchange Commission at the SEC's Public Reference Room located at 100 F
Street, N. E., Washington, D.C. 20549. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy statements, and other information that the Company files with the SEC.
ITEM 2. PROPERTIES
The Company's principal asset consists of the Resort which is located at 165
South Dolliver Street in Pismo Beach, California. The Resort is built on a
26-acre site and includes 400 campsites with full hookups and nearby restrooms
with showers and common facilities, such as a video arcade, recreation hall,
general store, swimming pool, Laundromat, and three playgrounds.
In 1980, the Company purchased a 2.1 acre parcel of real property located at
2250 22nd Street, Oceano, California, at a price of $66,564. The property is
being used by the Company as a storage facility for recreational vehicles. The
storage capacity of this lot is approximately 123 units.
In 1981, the Company exercised an option and purchased a 3.3 acre parcel
located at 300 South Dolliver Street, Pismo Beach, California, at a price of
$300,000. The property, which previously had been leased by the Company, is
used primarily as a recreational vehicle storage yard. The storage capacity of
this lot is approximately 220 units.
5
------------------------------------------------------------------------------
In 1988, the Company purchased approximately 0.6 acres of property at 180
South Dolliver Street, Pismo Beach, California, across the street from the
main property, consisting of a large building with a storefront and one large
maintenance bay in the rear. Also, on the property is a smaller garage-type
building with three parking stalls. The Company enlarged its recreational
vehicle repair operation, added RV storage for approximately eleven units and
developed the storefront into a RV parts store. The property was purchased for
$345,000, of which $300,000 was financed and paid in full during fiscal year
1997.
On December 31, 1998, the Company closed escrow on a parcel of property to be
developed as an additional RV storage facility. The 5.5 acre property is
located in Oceano adjacent to existing Company RV storage. On October 14,
1999, construction was completed and the Company received County approval to
occupy the premises. The property was purchased for $495,000, of which
$395,000 was financed and paid in full in July 2000. Development cost amounted
to $195,723 and was allocated from operational cash flow. Storage capacity for
this property is approximately 341 units and is currently full. The property
is in good condition and being held as collateral for the note on the
properties purchased in 2006.
On February 28, 2003, the Company closed escrow on a parcel of property to be
developed as an additional RV storage facility. The 4.7 acre property is
located in Oceano and was purchased for $650,000, of which $500,000 was
financed. The note on this property was paid off in September 2005. The
construction permit granted by the County of San Luis Obispo was contingent
upon permit approval by the California Coastal Commission. In January 2006,
the Commission denied the permit based on wetland conditions. The property is
currently being considered for another use.
Due to the continued demand for RV storage and the denial of the
aforementioned permit, the Board of Directors elected to purchase additional
property. On January 11, 2006, the Company closed escrow on a six-acre
property previously developed as an RV storage facility. The purchase price
was $2.1 million, and included approximately 80 existing storage customers.
This property had been permitted and developed the previous year, and is
considered in good condition with a capacity of approximately 378 units.
On April 6, 2006, the Company purchased the 2.2 acre property in Oceano it
previously rented from Union Pacific Railroad for RV storage. The purchase
price was $925,000 and the condition is considered good. The lot is operating
at full capacity with 190 units.
On May 9, 2008, the Company closed escrow on a 19.55 acre property in Arroyo
Grande to be developed for RV storage. The purchase price was $3.1 million for
the undeveloped land. The Company received a development permit through the
County of San Luis Obispo Planning Commission. The property is expected to be
fully developed and operating by January 1, 2010. Upon completion, storage
capacity is expected to be approximately 900 units.
Funding for these acquisitions was obtained through a local lending
institution with a balance owed as of September 30, 2009, of $4,974,088.
There is no deferred maintenance on any of the Resort's facilities. The
Company's facilities are in good condition and adequate to meet the needs of
the shareholder users as well as the public users. The Company continues to
develop sufficient revenue from general public sites sales to support a
continued positive maintenance program and to meet the demands of shareholders
use of free sites.
6
------------------------------------------------------------------------------
Management considers the Company's insurance policies offer adequate coverage
for risk and liability exposure.
The Resort, RV Repair Shop and Parts Store, six storage facilities, and the
undeveloped property being held, constitute substantially all the Company's
property, and are owned in fee. Three storage lots are leased by the Company
pursuant to the herein below described leases.
1. TRAILER STORAGE YARDS
In 1986 the Company leased a parcel of land 100 feet wide by 960 feet long
from the Union Pacific Railroad Corporation. The property is being used by the
Company as a storage facility for recreational vehicles. Capital improvements
in the amount of $40,000 were made to this property, which provides storage
for approximately 160 units. On July 29, 2005, Union Pacific Railroad
Corporation sold the property to the Weyrick Family Trust who, after entering
into a five-year lease, agreed to sell the property to the Company for
$925,000. This transaction was completed April 6, 2006.
Associated with the previously mentioned property, and included within the
fenced storage perimeter, is the lease of a ten foot by 960 foot section
belonging to Union Pacific Railroad. This lease also allows for the Company's
fence to encroach upon the lessor's property. This annual lease is currently
$1,688, with a 3% automatic annual increase.
In 1991, the Company developed a lease for a five-acre RV storage lot at the
Oceano Airport clear zone as storage for approximately 350 RVs. This lot was
developed to replace a 100-unit storage lot that was closed when the lease was
not renewed. Construction was completed in January 1992 and capital
improvements in the amount of $330,768 were made to this property of which
$300,000 was financed and paid in full during Fiscal 1997. The original lease
on the storage lot was for five years and the Company has executed a third
five-year option with the County of San Luis Obispo which expired December 31,
2006. In response to the Company's request for another five-year extension,
the County has answered that, until the Oceano Airport Master Plan is updated,
the lease will be a month-to month holdover.
Lease payments for the first year of control and occupancy area were $1,500
per month, $2,000 per month for the second year and continuing years are tied
to the "CPI" index. During fiscal year 2009, lease payments were made in the
amount of $35,201. Current rent payments are $2,933 and may be impacted in the
future by the flood district assessment.
In March of 2006, the Company entered into a seven-year lease with Sheridan
Properties LP, (formerly Vawter Investments, LP), owners of four acres the
Company will utilize for RV storage. The Company developed the property and
received concessions through limited free and discounted rent. The property
was occupied for storage in June 2006 and stores approximately 165 units.
Lease payments are currently $4,802 per month and will escalate March 1st of
each year by the Consumer Price Index (CPI). During fiscal year 2009, lease
payments were made in the amount of $57,622.
The Resort leases out areas to other companies to insure that the best service
and equipment are available for guest use. These areas are leased from the
Company pursuant to the herein below described leases.
7
------------------------------------------------------------------------------
1. RECREATIONAL ARCADE AGREEMENT WITH COIN AMUSEMENTS, INC.
This agreement is dated November 1, 2009, and pursuant to this agreement, the
Company granted Coin Amusements, Inc. the concession to operate various
coin-operated game units at the Resort. The one year term expires on October
31, 2010, and continued renewal is expected without significant impact.
2. WEB SERVICE COMPANY, GOLETA, CA
The seven-year lease that expired October 31, 2009 was renewed for another
seven years effective September 1, 2009. The lease grants Web Service Company
the right to place and service coin-operated laundry machines on the Resort.
The agreement provides that 70% of the Lessee's gross income be paid to the
Company as rent. On September 10, 2009, Web replaced all 18 washers and 18
dryers with new equipment. Continued renewal is expected without significant
impact.
3. PISMO COAST INVESTMENTS
The Company renewed a lease agreement with Ms. Jeanne Sousa, a California
Corporations Licensed Broker, for the lease of a 200-square foot building at
the Resort from which she conducts sales activities in the Company's stock.
The term of the lease is for three years commencing on January 1, 2008, and
ending on December 31, 2010. Continued renewal is expected without significant
impact. Termination or cancellation may be made by either Lessor or Lessee by
giving the other party sixty (60) days written notice.
ITEM 3. LEGAL PROCEEDINGS
No pending legal proceedings against the Company other than routine litigation
incidental to the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Paragraph inapplicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
a. MARKET INFORMATION
There is no market for the Company's common stock, and there are only limited
or sporadic transactions in its stock. Ms. Jeanne E. Sousa, a licensed
broker/dealer, handled sales of the Company shares as Pismo Coast Investments.
The last transaction the Company is aware of occurred September 14, 2009, at a
price of $32,500 for one share conveyed. This price was used for computation
of aggregate market value of Company stock on page 2 of this Report.
b. HOLDERS
The approximate number of holders of the Company's common stock on September
30, 2009, was 1,551.
c. DIVIDENDS
The Company has paid no dividends since it was organized in 1975, and although
there is no legal restriction impairing the right of the Company to pay
dividends, the Company does not intend to pay dividends in the foreseeable
future. The Company selects to invest its available working capital to enhance
the facilities at the Resort.
d. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The Company does not currently have securities authorized for issuance under
equity compensation plans.
8
------------------------------------------------------------------------------
e. RECENT SALES OF UNREGISTERED SECURITIES: USE OF PROCEEDS FROM
REGISTERED SECURITIES
The Company does not have sales of unregistered securities.
f. COMPANY PURCHASES OF EQUITY SECURITIES
The Company redeemed 10 shares of Common stock from a single shareholder in
the second quarter of fiscal year 2008 for $280,000. At this time the stock
has not been retired.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following analysis discusses the Company's financial condition as of
September 30, 2009, compared with September 30. 2008. The discussion should be
read in conjunction with the audited consolidated financial statement and the
related notes to the financial statement and the other financial information
included elsewhere in this Form 10-K.
Certain information included herein contains statements that may be considered
forward-looking statements, such as statements relating to anticipated
expenses, capital spending and financing sources. Such forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly, such
results may differ from those expressed in any forward-looking statements made
herein. These risks and uncertainties include, but are not limited to, those
relating to competitive industry conditions, California tourism and weather
conditions, dependence on existing management, leverage and debt service, the
regulation of the recreational vehicle industry, domestic or global economic
conditions and changes in federal or state tax laws or the administration of
such laws.
OVERVIEW
Pismo Coast Village, Inc. operates as a 400 space recreational vehicle resort.
The Corporation includes additional business operations to provide its users
with a full range of services expected of a recreational resort. These
services include a store, video arcade, Laundromat, recreational vehicle
repair, RV parts shop and an RV storage operation.
The Corporation is authorized to issue 1,800 shares, of one class, all with
equal voting rights and all being without par value. Transfers of shares are
restricted by Company bylaws. One such restriction is that transferees must
acquire shares with intent to hold the same for the purpose of enjoying
camping rights and other benefits to which a shareholder is entitled. Each
share of stock is intended to provide the shareholder with the opportunity for
45 nights of free site use per year. However, if the Corporation is unable to
generate sufficient funds from the public, the Company may be required to
charge shareholders for services.
Management is charged with the task of developing sufficient funds to operate
the Resort through site sales to general public guests by allocating a minimum
of 175 sites to general public use and allocating a maximum of 225 sites for
shareholder free use. The other service centers are expected to generate
sufficient revenue to support themselves and/or produce a profit.
9
------------------------------------------------------------------------------
The Company continues to promote and depend upon recreational vehicle camping
as the primary source of revenue. The rental of campsites to the general
public provides income to cover expenses, complete capital improvements, and
allow shareholders up to forty-five free nights camping annually. Additional
revenues come from RV storage and spotting, RV service and repair, on-site
convenience store, and other ancillary activities such as laundromat, arcade,
and bike rental.
The Company has been fortunate not to have significant impact due to the
current economy. The RVing public actively seeks accommodations on the Central
Coast despite volatile fuel prices and personal financial uncertainties. RVing
offers an affordable outdoor recreational experience, and the Company provides
quality facilities and services in a highly popular location. Site occupancy
for fiscal year 2009 was down slightly due to weather and fifty-one sites
being closed for three months due to construction. Occupancy projections look
strong and equal to last year at the beginning of fiscal year 2010. Revenues
from ancillary operations such as the RV service, arcade, laundromat, and bike
rental, with the exception of the General Store, are flat to slightly down at
year end. Management feels any significant revenue downturn is directly
related to the economy, and this trend will continue well into fiscal year
2010.
RV storage continues strong demand with a waiting list in anticipation of the
new RV storage property projected to open by January 1, 2010. RV storage
provides numerous benefits to the customer including: no stress of towing, no
need to own a tow vehicle, use of RV by multiple family members, and
convenience.
After years with no debt, the Board of Directors approved expansion of the RV
storage program and understood this investment would require substantial
financing. Management has made it a high priority to effect timely
construction and successful marketing in order to maximize return on this
investment.
Ongoing investment in resort improvements has assured resort guests and
shareholders a top quality, up-to-date facility. This quality and pride of
ownership was evident when the National Association of RV Parks and
Campgrounds Park of the Year was awarded to the resort for 2007-08. In
addition, in 2008 the resort was the only industry rated "A" park in
California for customer satisfaction based on internet visitor surveys
collected nationally by Guest Reviews.
The Company's commitment to quality, value, and enjoyment, is underscored by
the business's success due to word of mouth and referrals from guests. In
addition, investment for online marketing, ads in the two leading national
directories, and trade magazine advertising formulates most of the business
marketing plan.
CURRENT OPERATING PLANS
The Board of Directors continues its previously established policy by adopting
a stringent conservative budget for fiscal year 2010, which projects a
positive cash flow of approximately $1,137,684 from operations. This
projection is based on paid site occupancy remaining even with fiscal year
2009 and receiving new storage customers at a moderate rate. While the Company
projects a positive cash flow, this cannot be assured for fiscal year 2010.
10
------------------------------------------------------------------------------
FINANCIAL CONDITION
The business of the Company is seasonal and is concentrated on prime days of
the year which are defined as follows: President's Day Weekend, Easter week,
Memorial Day Weekend, summer vacation months, Labor Day, Thanksgiving Weekend,
and Christmas vacation. There are no known trends which affect business or
affect revenue.
The Company develops its income from two sources: (a) Resort Operations,
consisting of revenues generated from RV site rentals, from RV storage space
operations, and from lease revenues from Laundromat and arcade operations by
third party lessees; and (b) Retail Operations, consisting of revenues from
general store operations and from RV parts and service operations.
The Company has arranged a $500,000 line of credit that is currently not drawn
on. Besides the financing referenced in the previous paragraph, the Company
has no other liabilities to creditors other than current accounts payable
arising from its normal day-to-day operations and advance Resort rental
reservation deposits, none of which are in arrears.
LIQUIDITY
The Company's policy is to use its ability to generate operating cash flow to
meet its expected future needs for internal growth. The Company has continued
to maintain sufficient cash so as to not require the use of a short-term line
of credit during the off-season period, and the Company expects to be able to
do so (although no assurance of continued cash flow can be given).
Net cash provided by operating activities totaled $1,257,629 in 2009, compared
to $621,900 in 2008, due to increased net income, decrease in prepaid income
taxes, and increase in income taxes payable.
During fiscal year 2009, cash investments of $884,275 included upgrading 51
campsites, renovating the pool facility, upgrading the switchgear for incoming
electric, and road paving. During fiscal year 2008, cash investments of
$3,469,043 included purchasing 19.55 acres to develop as RV storage, upgrading
thirty-two RV campsites, road paving, new awnings in the resort's Square area,
mini-golf upgrade, and rental bikes. As of September 30, 2009, the Company
carried a debt of $4,974,088 as a result of acquiring the three RV storage
properties.
With the possibility of requiring additional funds for planned capital
improvements and the winter season, the Company maintains a $500,000 Line of
Credit to insure funds will be available if required. In anticipation of
future large projects, the Board of Directors has instructed management to
build operational cash balances.
Fiscal year 2009's current ratio (current assets to current liabilities) of
1.51 increased from fiscal year 2008's current ratio of 1.14. The increase in
current ratio is the result of an increase in cash and cash equivalents,
increase in prepaid expenses, increase in inventory, increased current portion
of long-term debt, and a decrease in rental deposits.
Working Capital increased to $665,001 at the end of fiscal year 2009, compared
with $218,241 at year end fiscal year 2008. This increase is primarily a
result of increased net income, cash and cash equivalents, and inventory.
11
------------------------------------------------------------------------------
CAPITAL RESOURCES AND PLANNED EXPENDITURES
The Company plans capital expenditures up to $767,000 in fiscal year 2010 to
further enhance the Resort facilities and services. This would include
development of a new RV storage property, road paving on the resort, Web page
redesign, WiFi upgrade, and a tow vehicle. Funding for these projects is
expected to be from normal operating cash flows and, if necessary,
supplemented with outside financing. These capital expenditures are expected
to increase the Resort's value to its shareholders and the general public.
RESULTS OF OPERATIONS
YEAR TO YEAR COMPARISON
Revenue: Operating revenue, interest and other income increased over the prior
fiscal year ended September 30, 2008, by $281,096, or 5.0%.
REVENUE BY SEGMENT
------------------
2009 2008
---------- ----------
OCCUPANCY
---------
% of Shareholder Site Use 23.8% 24.0%
% of Paid Site Rental 52.0% 52.6%
% Total Site Occupancy 75.8% 76.7%
% of Storage Rental 99.0% 95.1%
Average Paid Site $ 45.54 $ 41.17
RESORT OPERATIONS
-----------------
Site Rental $3,459,464 $3,165,027
Storage Operations 1,149,407 1,117,443
Support Operations 147,719 161,685
---------- ----------
Total 4,756,590 4,444,155
RETAIL OPERATIONS
-----------------
Store 682,038 714,450
RV Repair/Parts store 421,904 425,451
---------- ----------
Total 1,103,942 1,139,901
INTEREST INCOME 14,898 10,278
OTHER INCOME - -
---------- ----------
TOTAL REVENUE $5,875,430 $5,594,334
========== ==========
Occupancy rates on the previous table are calculated based on the quantity
occupied as compared to the total sites available for occupancy (i.e., total
occupied to number of total available). Average paid site is based on site
revenue and paid sites. Resort support operations include revenues received
from the arcade, Laundromat, recreational activities, and other less
significant sources.
12
------------------------------------------------------------------------------
2009 COMPARED WITH 2008
Resort operations income increased $312,435, or 7.0%, primarily due to site
rental and storage activity. Site rate increases added $294,437, or 9.3%, more
site revenue than the previous year. RV storage and spotting activity added
$31,964, or 1.0%, over the previous year.
The increase in RV storage activity is a reflection of additional business
following the Company's purchase of more storage property in 2006. Occupancy
projections for site rental and RV storage continue to look strong as the
local region enjoys mild weather and an ongoing positive trend of outdoor
recreation and camping.
Retail operations income decreased $35,959, or 3.2%, due to a $32,412, or
4.5%, decrease in the General Store business. Additionally, the RV Service
operation decreased $3,546, or 0.8%, below the previous year. Management feels
this decrease in retail activity is a reflection on the current economy and
resort visitors are more selective on purchases. In an effort to maximize
revenue, management continues to stock more appropriate items, more
effectively merchandise, and pay greater attention to customer service.
Interest and Other Income increased $4,620, or 45.0%, above the previous year
as a result of an increase in cash and cash equivalents. Reserves are
maintained in preparation for capital expenditure projects to improve the
Resort's facilities and services.
Operating Expenses increased $77,778, or 2.1%, as a result of labor and road
repairs. Maintaining a conservative approach, most expense items were managed
well below Plan and in many categories below the previous year. The Board of
Directors has directed management to continue maintenance projects as needed
to provide a first class resort for campers using recreational vehicles.
Interest Expense increased from $200,844 in fiscal year 2008 to $264,511 in
2009. This 31.7% increase was due to financing the RV storage properties and
reflecting a full year of financing for the property purchased in May 2008.
Income before provision for income taxes of $1,072,885, a 28.5% increase above
last year, is reflective of the Company's increase in Resort Operations
income, decrease in cost of goods sold, and an increase in interest income.
Net income of $592,485 for fiscal year 2009 shows an increase of $143,153, or
31.8%, above a net income of $449,332 the previous year. This increase in net
income is a reflection of increased Resort Operations income.
INFLATION has not had a significant impact on our profit position. The Company
has increased rates which have more than compensated for the rate of
inflation.
FUTURE OPERATING RESULTS could be unfavorably impacted to the extent that
changing prices result in lower discretionary income for customers and/or
increased transportation costs to the Resort. In addition, increasing prices
affects operations and liquidity by raising the replacement cost of property
and equipment.
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS:
A number of factors, many of which are common to the lodging industry and
beyond our control, could affect our business, including the following:
* increased gas prices;
* increased competition from other resorts in our market;
13
------------------------------------------------------------------------------
* increases in operating costs due to inflation, labor costs, workers'
compensation and healthcare related costs, utility costs, insurance and
unanticipated costs such as acts of nature and their consequences and other
factors that may not be offset by increased rates;
* changes in interest rates and in the availability, cost and terms of debt
financing;
* changes in governmental laws and regulations, fiscal policies and zoning
ordinances and the related costs of compliance with laws and regulations,
fiscal policies and ordinances;
* adverse effects of market conditions, which may diminish the desire for
leisure travel; and
* adverse effects of a downturn in the leisure industry.
The leisure and travel business is seasonal and seasonal variations in revenue
at our resort can be expected to cause quarterly fluctuations in our revenue.
Our revenue is generally highest in the third and fourth quarters. Quarterly
revenue also may be harmed by events beyond our control, such as extreme
weather conditions, terrorist attacks or alerts, contagious diseases, economic
factors and other considerations affecting travel. To the extent that cash
flow from operations is insufficient during any quarter due to temporary or
seasonal fluctuations in revenue, we have to rely on our short-term line of
credit for operations.
In the recent past, events beyond our control, including an economic slowdown
and terrorism, harmed the operating performance of the leisure industry
generally, and if these or similar events occur again, our operating and
financial results may be harmed by declines in average daily rates or
occupancy.
Carrying our outstanding debt may harm our business and financial results by:
* requiring us to use a substantial portion of our funds from operations to
make required payments on principal and interest, which will reduce the amount
of cash available to us for our operations and capital expenditures, future
business opportunities and other purposes;
* making us more vulnerable to economic and industry downturns and reducing
our flexibility in responding to changing business and economic conditions;
* limiting our ability to borrow more money for operations, capital
expenditures or to finance acquisitions in the future; and
* requiring us to sell one or more properties, possibly on disadvantageous
terms, in order to make required payments of interest and principal.
Our resort has a need for ongoing renovations and potentially significant
capital expenditures in connection with improvements, and the costs of such
renovations or improvements may exceed our expectations.
14
------------------------------------------------------------------------------
Occupancy and the rates we are able to charge are often affected by the
maintenance and capital improvements at a resort, especially in the event that
the maintenance of improvements are not completed on schedule, or if the
improvements result in the closure of the General Store or a significant
number of sites. The costs of capital expenditures we need to make could harm
our financial condition and reduce amounts available for operations. These
capital improvements may also give rise to additional risks including:
* construction cost overruns and delays;
* a possible shortage of available cash to fund capital improvements and the
related possibility that financing of these expenditures may not be available
to us on favorable terms;
* uncertainties as to market demand or a loss of market demand after capital
improvements have begun;
* disruption in service and site availability causing reduced demand,
occupancy, and rates; and
* possible environmental issues.
We rely on our executive officers, the loss of whom could significantly harm
our business.
Our continued success will depend to a significant extent on the efforts and
abilities of our C.E.O. and General Manager, Jay Jamison. Mr. Jamison is
important to our business and strategy and to the extent that were he to
depart and is not replaced with an experienced substitute, Mr. Jamison's
departure could harm our operations, financial condition and operating
results.
Uninsured and underinsured losses could harm our financial condition, and
results of operations.
Various types of catastrophic issues, such as losses due to wars, terrorist
acts, earthquakes, floods, pollution or environmental matters, generally are
either uninsurable or not economically insurable, or may be subject to
insurance coverage limitations, such as large deductibles or co-payments. Our
resort is located on the coast of California, which has been historically at
greater risk to certain acts of nature (such as severe storms, fires and
earthquakes).
In the event of a catastrophic loss, our insurance coverage may not be
sufficient to cover the full current market value or replacement cost of our
lost properties. Should an uninsured loss or a loss in excess of insured
limits occur, we could lose all or a portion of the capital we have invested
in the resort, as well as the anticipated future revenue from the resort. In
that event, we might nevertheless remain obligated for any notes payable or
other financial obligations related to the property. Inflation, changes in
building codes and ordinances, environmental considerations and other factors
might also keep us from using insurance proceeds to replace or renovate the
resort after it has been damaged or destroyed. Under these circumstances, the
insurance proceeds we receive might be inadequate to restore our economic
position on the damaged or destroyed property.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
15
------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED
--------------------------------
PUBLIC ACCOUNTING FIRM
----------------------
To the Board of Directors and
Stockholders of Pismo Coast Village, Inc.
Pismo Beach, California
We have audited the accompanying balance sheets of Pismo Coast Village, Inc.
(a California corporation) as of September 30, 2009 and 2008, and the related
statements of income and retained earnings and cash flows for the years then
ended. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pismo Coast Village, Inc. as
of September 30, 2009 and 2008, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
BROWN ARMSTRONG PAULDEN
McCOWN STARBUCK THORNBURGH & KEETER
ACCOUNTANCY CORPORATION
Bakersfield, California
December 3, 2009
16
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
BALANCE SHEETS
--------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
2009 2008
----------- -----------
ASSETS
------
Current Assets
--------------
Cash and cash equivalents $ 1,672,045 $ 1,253,540
Investment in certificate of deposit 93,819
Accounts receivable 21,908 43,298
Inventory 132,154 116,967
Current deferred taxes 74,100 63,400
Prepaid income taxes 189,800
Prepaid expenses 61,491 19,441
----------- -----------
Total current assets 1,961,698 1,780,265
Pismo Coast Village Recreational
--------------------------------
Vehicle Resort and Related Assets - Net 13,816,035 13,227,167
---------------------------------------
Other Assets 35,844 40,236
------------ ----------- -----------
Total Assets $15,813,577 $15,047,668
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
-------------------
Accounts payable and accrued liabilities $ 180,921 $ 178,270
Accrued salaries and vacation 185,246 155,041
Rental deposits 767,488 784,152
Income taxes payable 51,000
Current portion of long-term debt 112,042 68,004
----------- -----------
Total current liabilities 1,296,697 1,185,467
Long-Term Liabilities
---------------------
Long-term deferred taxes 491,100 336,200
N/P Santa Lucia Bank 4,862,046 4,954,752
----------- -----------
Total Liabilities 6,649,843 6,476,419
----------- -----------
Stockholders' Equity
--------------------
Common stock - no par value, 1,800 shares
issued, 1,790 shares outstanding 5,616,332 5,616,332
Retained earnings 3,547,402 2,954,917
----------- -----------
Total stockholders' equity 9,163,734 8,571,249
----------- -----------
Total Liabilities and
Stockholders' Equity $15,813,577 $15,047,668
=========== ===========
The accompanying notes are an integral part of these financial statements.
17
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
STATEMENTS OF INCOME AND RETAINED EARNINGS
------------------------------------------
YEARS ENDED SEPTEMBER 30, 2009 AND 2008
---------------------------------------
2009 2008
---------- ----------
Income
------
Resort operations $4,756,590 $4,444,155
Retail operations 1,103,942 1,139,901
---------- ----------
Total income 5,860,532 5,584,056
---------- ----------
Costs and Expenses
------------------
Operating expenses 3,726,178 3,648,400
Cost of goods sold 516,449 583,912
Depreciation 294,143 294,462
---------- ----------
Total costs and expenses 4,536,770 4,526,774
---------- ----------
Income from operations 1,323,762 1,057,282
Other Income (Expense)
----------------------
Interest/dividend income 14,898 10,278
Interest expense (264,511) (200,844)
Loss on Disposal of Assets (1,264) (31,692)
Casualty income
---------- ----------
Total other income (expense) (250,877) (222,258)
---------- ----------
Income Before Provision
-----------------------
for Income Taxes 1,072,885 835,024
----------------
Income Tax Expense 480,400 385,692
------------------ ---------- ----------
Net Income 592,485 449,332
----------
Retained Earnings -
-------------------
Beginning of Year 2,954,917 2,754,209
----------------- ---------- ----------
Redemption of Stock (248,624)
-------------------
Retained Earnings -
-------------------
End of Year $3,547,402 $2,954,917
----------- ========== ==========
Net Income Per Share $ 331.00 $ 251.02
-------------------- ========== ==========
The accompanying notes are an integral part of these financial statements.
18
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
STATEMENTS OF CASH FLOWS
------------------------
YEARS ENDED SEPTEMBER 30, 2009 AND 2008
---------------------------------------
2009 2008
---------- ----------
Cash Flows From Operating Activities
------------------------------------
Net income $ 592,485 $ 449,332
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation 294,143 294,462
Deferred income tax 144,200 71,500
Loss on disposal of fixed assets 1,264 31,692
Decrease/(Increase) in accounts receivable 21,390 (8,055)
(Increase) in inventory (15,187) (7,681)
(Increase)/Decrease in prepaid expenses (42,050) 4,964
Decrease/(Increase) in prepaid income taxes 189,800 (189,800)
Decrease/(Increase) in other assets 4,392 (20,260)
Increase in accounts payable
and accrued liabilities 2,651 56,260
Increase/(Decrease) in accrued salaries
and vacation 30,205 (2,423)
(Decrease)/Increase in rental deposits (16,664) 21,009
Increase (Decrease) in income taxes payable 51,000 (79,100)
---------- ----------
Total adjustments 665,144 172,568
---------- ----------
Net cash provided by operating
activities 1,257,629 621,900
---------- ----------
Cash Flows From Investing Activities
------------------------------------
Maturities of certificate of deposit 93,819 4,867
Investment in certificate of deposit (93,819)
Capital expenditures (884,275) (3,469,043)
---------- ----------
Net cash used in investing activities (790,456) (3,557,995)
---------- ----------
Cash Flows From Financing Activities
------------------------------------
Redemption of stock (280,000)
Borrowings on long-term debt 2,916,795
Principal repayments of note payable (48,668) (32,501)
---------- ----------
Net cash used in financing activities (48,668) 2,604,294
---------- ----------
Net increase (decrease) in cash
and cash equivalents 418,505 (331,801)
Cash and Cash Equivalents -
---------------------------
Beginning of Year 1,253,540 1,585,341
----------------- ---------- ----------
Cash and Cash Equivalents -
---------------------------
End of Year $1,672,045 $1,253,540
----------- ========== ==========
Schedule of Payments of Interest and Taxes
------------------------------------------
Cash paid for income tax $ 170,077 $ 460,000
Cash paid for interest $ 264,511 $ 200,844
The accompanying notes are an integral part of these financial statements.
19
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
A. Nature of Business
------------------
Pismo Coast Village, Inc. (Company) is a recreational vehicle camping resort.
Its business is seasonal in nature with the fourth quarter, the summer, being
its busiest and most profitable.
B. Inventory
---------
Inventory has been valued at the lower of cost or market on a first-in,
first-out basis. Inventory is comprised primarily of goods in the general
store and parts in the RV shop.
C. Depreciation and Amortization
-----------------------------
Depreciation of property and equipment is computed using straight line method
based on the cost of the assets, less allowance for salvage value, where
appropriate. Depreciation rates are based upon the following estimated useful
lives:
Building and park improvements 5 to 40 years
Furniture, fixtures, equipment and
leasehold improvements 3 to 31.5 years
Transportation equipment 5 to 10 years
D. Earnings Per Share
------------------
The earnings per share are based on the 1,790 shares issued and outstanding.
The financial statements report only basic earnings per share, as there are no
potentially dilutive shares outstanding.
E. Cash and Cash Equivalents
-------------------------
For purposes of the statements of cash flows, the Company considers all highly
liquid investments including certificates of deposit with maturities of three
months or less when purchased, to be cash equivalents.
F. Concentration of Credit Risk
----------------------------
At September 30, 2009, the Company had cash deposits in excess of the $250,000
federally insured limit with Santa Lucia Bank of $1,461,423, however, in the
past the Company has used an Excess Deposit Insurance Bond which secures
deposits up to $1,500,000. It has recently been stated by bank regulators that
this insurance bond is not enforceable. The FDIC's Temporary Transaction
Account Guarantee Program provides unlimited coverage for non-interest bearing
accounts until December 31, 2009. Santa Lucia Bank is participating in the
Temporary Liquidity Guarantee Program which is a requirement to obtain the
non-interest bearing coverage.
20
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
PAGE 2
------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
---------------------------------------------------------------
G. Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Company to make estimates and assumptions that affect certain reported amounts
and disclosures. Accordingly, actual results could differ from those
estimates.
H. Revenue and Cost Recognition
----------------------------
The Company's revenue is recognized on the accrual basis as earned based on
the date of stay. Expenditures are recorded on the accrual basis whereby
expenses are recorded when incurred, rather than when paid.
I. Advertising
-----------
The Company follows the policy of charging the costs of non-direct response
advertising to expense as incurred. Advertising expense was $60,152 and
$60,866 for the years ended September 30, 2009 and 2008, respectively.
J. New Accounting Pronouncements
-----------------------------
"Standards Adopted":
In September 2006, the FASB issued SFAS 157, "Fair Value Measurements." SFAS
157 defines fair value, establishes a framework for measuring fair value under
GAAP, and expands disclosures about fair value measurements. SFAS 157
emphasizes that fair value is a market-based measurement, not an entity-
specific measurement, and states that a fair value measurement should be
determined based on assumptions that market participants would use in pricing
the asset or liability. The Company has adopted the new standard beginning the
first quarter of 2008. In accordance with FASB Accounting Standards
Codification (ASC) effective for years ending after September 15, 2009, SFAS
157 is now FASB ASC 820.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and liabilities - Including an amendment of FASB statement
No. 115". SFAS 159 permits entities to choose to measure certain financial
assets and liabilities at fair value (the "fair value option"). Unrealized
gains and losses, arising subsequent to adoption, are reported in earnings.
The Company has adopted the new standard beginning the first quarter of 2008.
In accordance with FASB Accounting Standards Codification (ASC) effective for
years ending after September 15, 2009, SFAS 159 is now FASB ASC 825.
21
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
PAGE 3
------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
---------------------------------------------------------------
New Accounting Pronouncements (Continued)
-----------------------------------------
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations,
which expands the information that a reporting entity provides in its
financial reports about a business combination and its effects. This Statement
establishes principles and requirements for how the acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree,
recognized and measures the goodwill acquired in the business combination or a
gain from a bargain purchase, and determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. This Statement applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. An entity may not apply it before that date. We may experience a
financial statement impact depending on the nature and extent of any new
business combinations entered into after the effective date of SFAS No. 14
(R); however, none are expected at this time. In accordance with FASB
Accounting Standards Codification (ASC) effective for years ending after
September 15, 2009, SFAS 141(R) is now FASB ASC 805.
In December 2007, FASB issued SFAS No. 160, which amends Accounting Research
Bulletin (ARB) No. 51 and (1) establishes standards of accounting and
reporting on noncontrolling interests in consolidated statements, (2) provides
guidance on accounting for changes in the parent's ownership interest in a
subsidiary, and (3) establishes standards of accounting of the deconsolidation
of a subsidiary due to the loss of control. The amendments to ARB No. 51 made
by SFAS No. 160 are effective for fiscal years (and interim period within
those years) beginning on or after December 15, 2008. The Company does not
expect the adoption of this statement to have an impact on its financial
statements. In accordance with FASB Accounting Standards Codification (ASC)
effective for years ending after September 15, 2009, SFAS 160 is now FASB ASC
810.
In January 2008, the SEC issued Staff Accounting Bulletin (SAB) No. 110, which
amends SAB No. 107. In March 2005, the SEC issued Staff Accounting Bulletin
(SAB) No. 107 in which, among other matters, the Staff expressed its views
regarding the valuation of share-based payment arrangements. Specifically, SAB
No. 107 provided a simplified approach for estimating the expected term of a
"plain vanilla" option, which is required for application of the Black-
Scholes-Merton model (and other models) for valuing share options. At this
time, the Staff acknowledged that, for companies choosing not to rely on their
own historical option exercise data information about exercise patterns with
respect to plain vanilla options granted by other companies might not be
available in the near term; accordingly, in SAB No. 107, the Staff permitted
use of a simplified approach for estimating the term of plain vanilla options
granted on or before March 31, 2007. The information concerning exercise
behavior that the Staff contemplated would be available by such date has not
materialized for many companies. Thus, in SAB No. 110, the Staff continues to
allow use of the simplified rule for estimating the expected term of plain
vanilla options until such time as the relevant data do become widely
available. The Company does not expect the effects of this bulletin to have
any affect on its financial statements. In accordance with FASB Accounting
Standards Codification (ASC) effective for years ending after September 15,
2009, SAB No. 110 is now FASB ASC 718.
22
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
PAGE 4
------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
---------------------------------------------------------------
New Accounting Pronouncements (Continued)
-----------------------------------------
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133,
which changes the disclosure requirements for derivative instruments and
hedging activities. Enhanced disclosures are required to provide information
about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged. The Company does
not expect the effects of this bulletin to have any affect on its financial
statements. In accordance with FASB Accounting Standards Codification (ASC)
effective for years ending after September 15, 2009, SFAS 161 is now FASB ASC
815.
In April 2009, the FASB issued authoritative guidance which requires
disclosures about the fair value of financial instruments for interim
reporting periods as well as in annual financial statements. The adoption of
this authoritative guidance did not have a material impact on our financial
statements. We have expanded our disclosures accordingly. (See Note 5 to the
unaudited financial statements.)
In May 2009, the FASB issued authoritative guidance, which establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. We implemented this guidance in fiscal 2009 and expanded our
disclosures accordingly.
In June 2009, the FASB approved the FASB Accounting Standards Codification
(ASC), which after its effective date of July 1, 2009 is the single source of
authoritative, nongovernmental U.S. Generally Accepted Accounting Principles
(GAAP). The Codification reorganizes all previous U.S. GAAP pronouncements
into roughly 90 accounting topics and displays all topics using a consistent
structure. All existing standards that were used to create the Codification
are now superseded, replacing the previous references to specific Statements
of Financial Accounting Standards (SFAS) with numbers used in the
Codification' s structural organization. The adoption of this authoritative
guidance did not have a material impact on our financial statements. We have
updated our disclosures accordingly.
23
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
PAGE 5
------
NOTE 2 - PISMO COAST VILLAGE RECREATIONAL VEHICLE RESORT AND RELATED ASSETS
---------------------------------------------------------------------------
At September 30, 2009 and 2008, property and equipment included the following:
2009 2008
----------- -----------
Land $10,085,915 $ 9,994,935
Building and park improvements 9,344,007 8,612,821
Furniture, fixtures, equipment
and leasehold improvements 803,373 812,969
Transportation equipment 422,938 422,938
Construction in progress 144,057 98,723
----------- -----------
20,800,290 19,942,386
Less: accumulated depreciation (6,984,255) (6,715,219)
----------- -----------
$13,816,035 $13,227,167
=========== ===========
NOTE 3 - LINE OF CREDIT
-----------------------
The Company has a revolving line of credit for $500,000 with Santa Lucia Bank,
expiring March 2010. The interest rate is variable at one percent over West
Coast Prime with an initial rate of 6.00 percent at September 30, 2009. The
purpose of the line of credit is to augment operating cash needs in off-season
months. There were no outstanding amounts as of September 30, 2009 or 2008.
NOTE 4 - NOTE PAYABLE
---------------------
The Company secured permanent financing on the purchase of storage lot land in
Arroyo Grande with Santa Lucia Bank. The loan was refinanced on April 6, 2006
and consolidated with a note for the purchase of another storage lot in
Oceano, California. The total loan currently outstanding is $2,057,293 and was
financed over a period of ten years at a variable interest rate currently at
5.00%. The lot in Oceano was formerly leased for $4,800 per month and was
purchased for $925,000. The payments are currently $12,760 per month interest
and principal. The Company also secured permanent financing on the purchase of
another storage lot in Arroyo Grande with Santa Lucia Bank. The loan
originated on May 8, 2008. The total loan currently outstanding is $2,916,795
and financed over a period of ten years at a variable interest rate currently
at 5.5%. The payments are currently $17,723 per month interest and principal.
Principal payments of the note payable are as follows:
Year Ending September 30,
-------------------------
2010 $ 112,042
2011 110,864
2012 116,138
2013 123,100
2014 129,736
Thereafter 4,382,208
----------
$4,974,088
==========
24
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
PAGE 6
------
NOTE 5 - FAIR VALUE MEASUREMENTS
--------------------------------
Effective July 1, 2008, the Company adopted FASB Statement No. 157, "Fair
Value Measurements" (FAS 157). This Statement defines fair value, establishes
a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. FAS
157 also establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1) and lowest priority to unobservable inputs
(Level 3). The three levels of the fair value hierarchy under FAS 157 are
described below:
Level 1 Observable inputs that reflect quoted prices (unadjusted) for
identical assets or liabilities in active markets.
Level 2 Inputs reflect quoted prices for identical assets or liabilities
in markets that are not active; quoted prices for similar assets or
liabilities in active markets; inputs other than quoted prices that are
observable for the asset or the liability; or inputs that are derived
principally from or corroborated by observable market data by correlation or
other means.
Level 3 Unobservable inputs reflecting the Company's own assumptions
incorporated in valuation techniques used to determine fair value. These
assumptions are required to be consistent with market participant assumptions
that are reasonably available.
The Company's financial instruments consist primarily of cash and cash
equivalents, marketable securities, trade receivables, and accounts payable.
The fair values of cash and cash equivalents, trade receivables, and accounts
payable approximate their carrying values due to the short-term nature of
these instruments.
Fair values of assets and liabilities measured on a recurring basis at
September 30, 2008 and 2009 are as follows:
Fair Value Measurements at Reporting
Date Using:
------------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets/Liabilities Inputs Inputs
Fair Value (Level 1) (Level 2) (Level3)
---------- ------------------ ---------- ------------
September 30, 2009
------------------
Notes Payable $4,974,088 $ - $4,974,088 $ -
---------- ------------------ ---------- ------------
Total Liabilities $4,974,088 $ - $4,974,088 $ -
========== ================== ========== ============
September 30, 2008
------------------
Certificates of Deposit $ 93,819 $ - $ 93,819 $ -
---------- ------------------ ---------- ------------
Total Assets $ 93,819 $ - $ 93,819 $ -
========== ================== ========== ============
Notes Payable $5,022,766 $ - $5,022,766 $ -
---------- ------------------ ---------- ------------
Total Liabilities $5,022,766 $ - $5,022,766 $ -
========== ================== ========== ============
25
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
PAGE 7
------
NOTE 6 - COMMON STOCK
---------------------
Each share of stock is intended to provide the shareholder with a maximum free
use of the park for 45 days per year. If the Company is unable to generate
sufficient funds from the public, the Company may be required to charge
shareholders for services.
A shareholder is entitled to a pro rata share of any dividends as well as a
pro rata share of the assets of the Company in the event of its liquidation or
sale. The shares are personal property and do not constitute an interest in
real property. The ownership of a share does not entitle the owner to any
interest in any particular site or camping period.
NOTE 7 - INCOME TAXES
---------------------
The provision for income taxes is as follows:
2009 2008
-------- --------
Current:
Federal $261,000 $262,492
State 105,200 86,400
-------- --------
366,200 348,892
Deferred:
Federal 111,700 37,200
State 2,500 (400)
-------- --------
$480,400 $385,692
======== ========
The deferred tax assets (liabilities) are comprised of the following:
2009 2008
-------------------- --------------------
Current Long-term Current Long-term
--------- --------- --------- ---------
Deferred tax assets:
Federal $ 69,300 $ - $ 59,200 $ -
State 4,800 - 4,200 -
Deferred tax liabilities:
Federal (441,800) (292,000)
State (49,300) (44,200)
--------- --------- --------- ---------
$ 74,100 $(491,100) $ 63,400 $(336,200)
========= ========= ========= =========
26
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
PAGE 8
------
NOTE 7 - INCOME TAXES (Continued)
---------------------------------
The deferred tax assets (liabilities) consist of the following temporary
differences:
2009 2008
--------- ---------
Depreciation $(491,100) $(336,200)
--------- ---------
Total gross deferred
tax liabilities (491,100) (336,200)
--------- ---------
Vacation accrual 23,200 20,400
Federal benefit of state taxes 50,900 43,000
--------- ---------
Total gross deferred tax assets 74,100 63,400
--------- ---------
$(417,000) $(272,800)
========= =========
The effective income tax rate varies from the statutory federal income tax
rate as follows:
2009 2008
----- -----
Statutory federal income tax rate 34.0% 34.0%
Increase (decrease):
State income taxes, net of federal benefit 6.6 6.8
Nondeductible variable costs of shareholder usage 4.6 5.4
Other miscellaneous adjustments (0.4) (0.1)
----- -----
Effective Income Tax Rate 44.8% 46.1%
===== =====
The Company uses the asset-liability method of computing deferred taxes in
accordance with Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" (SFAS 109). SFAS 109 requires that if income is
expected for the entire year, but there is a net loss to date, a tax benefit
is recognized based on the annual effective tax rate. The Company has not
recorded a valuation allowance for deferred tax assets since the benefit is
expected to be realized in the following year. In accordance with FASB
Accounting Standards Codification (ASC) effective for years ending after
September 15, 2009, SFAS 109 is now FASB ASC 740.
The difference between the effective tax rate and the statutory tax rates is
due primarily to the effects of the graduated tax rates, state taxes net of
the federal tax benefit, nondeductible variable costs of shareholder usage and
other adjustments.
27
------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2009 AND 2008
---------------------------
PAGE 9
------
NOTE 7 - INCOME TAXES (Continued)
---------------------------------
ASC 740 also requires, among other things, the recognition and measurement of
tax positions based on a "more likely than not" (likelihood greater than 50%)
approach. As of September 30, 2009, the Company did not maintain any tax
positions that did not meet the "more likely than not" threshold and,
accordingly, all tax positions have been fully recorded in the provision for
income taxes. It is the policy of the Company to consistently classify
interest and penalties associated with income tax expense separately from the
provision for income taxes. No interest or penalties associated with income
taxes have been included in this calculation, or separately in the Statement
of Operations and Retained Earnings, and no significant increases or decreases
are expected within the following twelve-month period. Although the Company
does not maintain any uncertain tax positions, tax returns remain subject to
examination by the Internal Revenue Service for fiscal years ending on or
after September 30, 2006 and by the California Franchise Tax Board for fiscal
years ending on or after September 30, 2005.
NOTE 8 - OPERATING LEASES
-------------------------
The Company leases two pieces of property to use as storage lots. One is
leased under a seven-year agreement beginning March 1, 2008 for $4,802 based
on the Consumer Price Index.
The second lot is located in Oceano, California and is leased at $2,933 per
month. The lease has converted to a month-to-month lease; however, the lessor
is considering a long-term renewal at this time.
The Company has a five-year lease obligation for a copier. Rental expense
under this operating lease is $432 per month.
Future minimum lease payments under the second property lease and the
obligation to lease equipment are as follows:
INDEPENDENT AUDITOR'S REPORT ---------------------------- ON ADDITIONAL INFORMATION ------------------------- To the Board of Directors and Stockholders of Pismo Coast Village, Inc. Pismo Beach, California Our report on our audits of the basic financial statements of Pismo Coast Village, Inc. as of September 30, 2009 and 2008 appears on page 3. Those audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The statements of income (unaudited) for the three months ended September 30, 2009 and 2008 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the basic financial statements, and accordingly, we express no opinion on it. BROWN ARMSTRONG PAULDEN McCOWN STARBUCK THORNBURGH & KEETER ACCOUNTANCY CORPORATION Bakersfield, California December 3, 2009 30 ------------------------------------------------------------------------------
PISMO COAST VILLAGE, INC. ------------------------- STATEMENTS OF INCOME (UNAUDITED) -------------------------------- THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 ---------------------------------------------- 2009 2008 ---------- ---------- Income ------ Resort operations $1,537,356 $1,457,346 Retail operations 358,994 361,472 ---------- ---------- Total income 1,896,350 1,818,818 Costs and Expenses ------------------ Operating expenses 1,113,445 1,066,800 Cost of goods sold 172,517 182,546 Depreciation 74,315 72,398 ---------- ---------- Total costs and expenses 1,360,277 1,321,744 ---------- ---------- Income from operations 536,073 497,074 Interest income 4,926 2,011 Interest expense (66,466) (69,731) (Loss)/Gain on sale of fixed assets (1,264) (31,692) ---------- ---------- Total other income (expense) (62,804) (99,412) ---------- ---------- Income Before Provision for Income Taxes 473,269 397,662 ---------------------------------------- Provision for Tax Expense 245,200 239,892 ------------------------- ---------- ---------- Net Income $ 228,069 $ 157,770 ---------- ========== ========== Earnings Per Share $ 127.41 $ 88.14 ------------------ ========== ========== 31 ------------------------------------------------------------------------------
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A(T). CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, under the direction of our Chief Executive Officer and Chief Financial Officer (who is our principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of September 30, 2009 (the end of the period covered by this report). Based on that evaluation, our principal executive officer and our principal accounting officer concluded that these disclosure controls and procedures were effective as of such date. INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is also responsible for establishing internal control over financial reporting ("ICFR") as defined in Rules 13a-I5(f) and 15(d)-15(f) under the 1934 Act. Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our ICFR are expected to include those policies and procedures that management believes are necessary that: 1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and our directors; and 3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. 32 ------------------------------------------------------------------------------
As of September 30, 2009, management assessed the effectiveness of the Company's internal control over financial reporting (ICFR) based on the criteria for effective ICFR established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers. Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were effective as of September 30, 2009. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Inapplicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE a. The Company's Directors were chosen at the Shareholder's Annual Meeting held January 17, 2009. The Directors serve for one year, or until their successors are elected. The names, ages, background and other information concerning the Directors, including other offices held by the Directors with the Company, are set forth below. The following is a list of the Company's Directors and Executive Officers setting forth their functions and experience. There is no understanding or agreement under which the Directors hold office. LOUIS BENEDICT, Director Age 82 Louis Benedict served in the U. S. Navy from 1944 to 1946, and again during the Korean War, from 1952 to 1953. He attended the University of Southern California, majoring in electrical engineering, and following that earned a B. S. degree in electrical engineering at the University of Colorado. Mr. Benedict was employed from 1957 to 1962 as a project engineering manager with Lockheed Missiles and Space, from 1962 to 1964 as a vice president with William A. Revelle Corporation, and from 1964 to 1966 as an engineering section manager with Lockheed Missiles and Space. From 1966 to 1975, he was employed as the director of subcontract administration with Litton Industries, from 1975 to 1994 as vice president of contract administration for Datametrics Corporation, and from 1994 until his retirement in 1998 as a consultant in the field of U. S. defense contracts administration. Mr. Benedict has served on the Board of Directors since November 2002. 33 ------------------------------------------------------------------------------
KURT BRITTAIN, Director and Vice President - Secretary Age 79 After his Marine Corps service, Mr. Brittain was employed for more than thirty-three years by Orange County, California, prior to his retirement in 1986. His background includes public works, flood control and manager of the county's harbors, beaches and parks system. He was in charge of three harbors, seven beaches and more than twenty-six parks, three of which were camping parks. He has completed extension courses in business administration, management, recreation and real estate. Mr. Brittain has been a member of the Board from March 1990 to July 1999 and from January 2002 to present, serving one year as Vice President - Administration and five years as Executive Vice President. He is currently serving an eighth year as Vice President - Secretary. HARRY BUCHAKLIAN, Director Age 77 Harry Buchaklian has a B.A. degree from C.S.U.F. in industrial arts, and a secondary level teaching credential in laboratory electronics and small engine repair. His career included employment as an assistant manager with Western Auto Stores, electronics instructor at Fresno Technical College and technical supervisor for Sears Roebuck. He retired from Sears Roebuck in 1994. He has been a member of the Board from March 1981 to January 1992 and from September 1995 to present, serving one year as Executive Vice President, and as a chairman of the Policy and Audit Committees. Mr. Buchaklian is currently chairman of the Environmental, Health and Safety Advisory Committee. RODNEY ENNS, Director Age 56 Rodney Enns has a B. S. in computer engineering from California State University, Fresno, and a secondary math teaching credential from the state of California. He was president, owned and operated, Ennsbrook Ent., an incorporated poultry enterprise, from 1975 to 1995. Mr. Enns then worked as an electrical engineer at Voltage Multiplers, Inc., and was promoted to senior engineer before leaving in August 2005. He is currently teaching high school mathematics at Mission Oak High School in Tulare, California. He has been a member of the Board of Directors since November 2007. DOUGLAS EUDALY, Director Age 78 Douglas Eudaly has an associate of arts degree from Fresno City College in elementary education, and a bachelor's degree in elementary education from Fresno State College. He has done doctoral studies at Nova University in Ft. Lauderdale, Florida, and received a Ph.D. from Clayton Theological Institute in Clayton, California. He holds life teaching credentials for elementary and junior high schools, and administrative credentials for preschool through adult school. In 1991 Dr. Eudaly retired from the Fresno Unified School District with thirty-one years of service credit--the last five years as program director for the Disability Awareness Program. He was president of the Fresno Teachers' Association in 1970-1971, as well as chairman of the district's negotiating council and served one term as chief negotiator. He served three years as president of the board of directors for Friendship Center for the Blind, and as chairman of several advisory committees for food banks and other nonprofit organizations. He served more than three years as the deacon chairman at the Evangelical Free Church of Fresno. Dr. Eudaly has served on the Board since January 2002. 34 ------------------------------------------------------------------------------
WILLIAM FISCHER, Director Age 76 William (Bill) Fischer and his spouse Joy reside in Simi Valley. He served four years in the U. S. Air Force during the Korean War. He is a graduate of California State University, Northridge, with a B. S. degree in accounting. He worked in the aerospace, entertainment and public utility industries until 1969 when he was hired by Getty Oil Company's corporate office as an accounting supervisor. Texaco, Inc. acquired Getty Oil in 1985, and he was promoted to Manager of Benefits Plan's Accounting. Mr. Fischer was responsible for the Savings/Thrift, 401-K, and ESOP Plans administration until 1989 when he elected early retirement. He was a financial consultant to various companies until 2006. Mr. Fischer also was active in residential real estate from 1989 to 1997, and currently has an active real estate broker's license. He is a member of the Veterans of Foreign Wars, Elks, Moose, and Knights of Columbus organizations. He looks forward to contributing his financial background to the Board. Mr. Fischer has been on the Board since January 2002. WAYNE HARDESTY, Director Age 75 Wayne Hardesty graduated from Arizona State University in 1955. He was commissioned an Ensign from the Naval Office Candidate School in Newport, Rhode Island in 1956, and was immediately assigned to the Navy Area Audit Office in Los Angeles for duty at U.S.C. and General Dynamics-Pomona. He entered civil service in 1959, and remained with the Audit Office until 1973, at which time he became a price analyst for the U. S. Air Force at Norton Air Force Base working on the Minuteman Project. Mr. Hardesty received his MBA from Southern Illinois University in 1980. He retired from civil service in 1988 and became self-employed, primarily in tax preparation for both individual and business returns. He became a licensed Enrolled Agent in 1989 and currently operates Hardesty Financial Services in Ontario, California. Mr. Hardesty has been a member of the Board since September 2008. R. ELAINE HARRIS, Director Age 71 R. Elaine Harris retired in 1990 from Pacific Telephone with thirty-one year's service, starting in the business office, then advancing to facility administrator the last ten years of that time. She was active with the Jaycettes Club and has worked on several political campaigns. She is now enjoying retirement and feels very blessed serving on the Board since January 2000. She is looking forward to continuing serving the shareholders. DENNIS HEARNE, Director Age 71 Dennis Hearne holds an A.A. degree in business administration from Hartnell Junior College. He served two years in the Navy. Prior to retirement, he was employed in a family agriculture business, L. A. Hearne Company, located in the Salinas Valley for thirty-seven years, and presently serves as the company's chairman of the board. Mr. Hearne has also served on the board of directors of the California Feed and Grain Association in Sacramento and the California Crop Improvement Association in Davis. He is a member of Knights of Columbus, serving as treasurer and financial secretary for fifteen years. Mr. Hearne is a volunteer fireman with thirty-five years service in King City, and is the fire department's treasurer. He has been a member of the Board of Directors since September 2006. GLENN HICKMAN, Director and Executive Vice President Age 76 Glenn Hickman has a B.A. in business and a secondary teaching credential from Fresno State University. His occupation prior to retirement in 1995 was as a financial analyst and office supervisor for Cal Resources, a subsidiary of Shell Oil Company. Mr. Hickman has been a member of the Board since July 1999 and is currently serving an eighth year as Executive Vice President. 35 ------------------------------------------------------------------------------
TERRIS HUGHES, Director Age 60 Terris (Terry) Hughes holds an A.A. degree from Bakersfield Junior College in police science. He was employed by Cal Resources LLC for twenty-three years, from 1973 to 1997, holding the position of senior training technician for the last ten years of that time. He is currently employed as an internal consultant for Aera Energy LLC, an oil industry company formed in 1997 between the Shell Oil and Mobil Oil Corporations. His duties are to serve as a behavior base safety advisor and provide safety training to Aera Energy LLC employees. Mr. Hughes has been a member of the Board since January 1996 and served one year as Vice President - Policy. GARRY NELSON, Director Age 59 Garry Nelson is the President and General Manager of Vintage Nurseries, which specializes in grapevines and pomegranates. A graduate of Cal Poly San Luis Obispo, Mr. Nelson has been involved in agriculture for more than thirty-six years. Prior to his employment at Vintage Nurseries, he was vice president and chief operating officer for Belridge Farms for many years. Mr. Nelson has served on the Shafter City Council for the past seventeen years, serving as mayor for six of those years, and was recently reelected for a fifth four-year term. He has also served on the board of Bakersfield Memorial Hospital Foundation and on numerous agricultural industry boards. Mr. Nelson has served on the Board since November 2008. RONALD NUNLIST, Director and Vice President - Operations Age 71 Ronald Nunlist was employed in the oil business for many years. From 1995 to 1997, he was employed as an operations foreman by Cal Resources LLC, an oil industry company owned by Shell Oil Corporation. From 1997 until his retirement in 1999, Mr. Nunlist was employed as a logistics specialist by Aera Energy LLC, an oil industry company formed between the Shell Oil and Mobil Oil Corporations. Mr. Nunlist presently serves as a planning commissioner for the City of Shafter, California. He has been a member of the Board since January 1986, serving five years as President, and is currently serving an eighth year as Vice President - Operations. GEORGE PAPPI, JR., Director Age 47 Mr. Pappi's current occupation is as a fire claims representative for State Farm Insurance. Other positions held during his twenty years of employment with State Farm Insurance include office manager, property and bodily injury adjustor, fire and casualty (with extensive construction background), risk management and commercial insurance. He graduated from Cal Poly Pomona with a B.S. in management and human resources. He resides in La Verne, California, and is actively involved in local community and church activities and the United Way organization. Mr. Pappi has been a member of the Board of Directors since January 2004. JERALD PETTIBONE, Director and President Age 83 Jerry Pettibone sold and retired from his company, Pettibone Signs, in Santa Cruz in 1988. He started the company which operated statewide in 1960. Active in trade associations, he served on the board of directors of the National Electric Sign Association, and on the board of directors of the World Sign Association, serving as national president in 1985 and 1986. He served on the board of directors of the California Electric Sign Association for twenty-two years and was elected a director emeritus. He has been a member of the Board since January 1993, including three years as Chief Financial Officer, and is currently serving a thirteenth year as President. 36 ------------------------------------------------------------------------------
DWIGHT PLUMLEY, Nominee Age 56 Dwight Plumley attended College of the Sequoias studying electronic engineering and construction real estate. In 1973, he started in the produce equipment industry working for Packers Manufacturing Inc. as a service and installation supervisor. In 1979, he became employed by Pennwalt Corporation, an international equipment producer, as a project manager and supervisor. Mr. Plumley purchased Packers Manufacturing Inc. in 1987, and, as President, produces fruit and vegetable packing and processing systems, from small to multimillion dollar projects, nationwide and internationally. He has also served on the board of directors for Yosemite Bible Camp, a 60-acre facility for up to 350 campers and staff from 1994 to 2006, and served as church Deacon from 1984 to 2004. Mr. Plumley is a new nominee and does not currently serve on the Board of Directors. GARY WILLEMS, Director Age 55 Gary Willems holds a B.A. degree in music education and a California life teaching credential from Fresno Pacific University. Since July 1, 2007, Mr. Willems has been employed as the Visual and Performing Arts Coordinator at Kings Canyon Unified School District. Prior to that, he was a Band Director for thirty years in the Dinuba/Reedley area, and was also Head Marching Band Director of the Reedley High School Band from 1985 to 2007. He is an active member of the California Band Directors' Association and is the past president of Fresno and Madera counties' Music Educators' Association. Mr. Willems has served on the Board of Directors since January 2001. JACK WILLIAMS, Director, Chief Financial Officer and Vice President - Finance Age 59 Mr. Williams graduated from San Diego State University in 1974 with a B.S. in accounting. Following that, he has been employed in the field of accounting in a variety of industries, including agriculture, construction, heavy equipment sales, and manufacturing. He was employed as a financial analyst by Texaco Oil Corporation in the Bakersfield area from 1997 until 1999, and as Chief Financial Officer for Goodwill Industries of South-Central California from March 2000 to November 2004. Mr. Williams was an interim-controller for Diversified Utilities Services, a position he held from April 2005 to December 2005. He established his own C.P.A. practice in 1983, which he continues to own and operate. Mr. Williams has been a member of the Board since January 1995, and is currently serving a thirteenth year as Chief Financial Officer and Vice President - Finance. NORMAN GOULD, Director Age 90 Norman Gould has a B.A. in education and an M.A. in administration. His occupation prior to retirement in 1987 was as the superintendent of schools for Madera County. He was a member of the board of directors of Kingsview, Inc. from 1968 to 1980 and held the positions of vice chairman and chairman of the board, and serves on the board of directors of Valley Teen Ranch, Inc. He has been a member of the Board from March 1976 to March 1991 and from March 1993 to present, serving nine years as President, one year as Treasurer and two years as Secretary. Mr. Gould is not seeking reelection to the Board. 37 ------------------------------------------------------------------------------
b. OTHER OFFICERS AND SIGNIFICANT EMPLOYEES JAY JAMISON, Chief Executive Officer/General Manager and Assistant Corporate Secretary Age 56 Jay Jamison has been employed by the Company since June 1997 as General Manager and serves as Assistant Corporate Secretary. In March 2007, the Board changed his title to Chief Executive Officer/General Manager. He has a B. S. degree in Agricultural Management from Cal Poly San Luis Obispo, graduating in 1976. Mr. Jamison was raised on his family's guest ranch, Rancho Oso, in Santa Barbara County, which included a recreational vehicle park, resident summer camp, equestrian facilities and numerous resort amenities. He worked on the ranch throughout his childhood and after college. The family business was sold in 1983, at which time Mr. Jamison was hired by Thousand Trails, Inc., a private membership resort, as a Resort Operations Manager. His last ten years at Thousand Trails were spent managing a 200-acre, 518-site, full-service resort near Hollister, California. He also managed Thousand Trails resorts in Acton and Idyllwild in Southern California. Prior to his employment with the Company, Mr. Jamison was a General Manager with Skycrest Enterprises in Redding and managed Sugarloaf Marina and Resort on Lake Shasta in Northern California between January 1995 and June 1997. He is a member of the Resort and Commercial Recreation Association and is also a member of the American Quarter Horse Association. Mr. Jamison was appointed to and has served as a commissioner on the Pismo Beach Conference and Visitors Bureau since February 1998, and since August 1999, served as Chair until February 2009. At the National Association of RV Parks and Campground's Annual Convention in November 1999, Mr. Jamison was appointed to the ARVC Board of Directors representing the ten western states. At the 2001 Annual Convention, he was elected Treasurer of the National Association, a position he held until he termed out December 2005. In June of 2002, Mr. Jamison was installed as a Director on the Board for the San Luis Obispo County Chapter of the American Red Cross, and served as Board Chairman from June 2006 until July 2008; he still remains on the Board. In February 2006, Mr. Jamison was elected to serve as a commissioner on the California Travel and Tourism Commission, which markets California to potential domestic and international visitors, a position he still holds. c. FAMILY RELATIONSHIPS There are no familial relationships between the Directors nor between the Directors and the Officers. d. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS To the knowledge of the Company, none of the officers or directors have been personally involved in any bankruptcy or insolvency proceedings. To the knowledge of the Company, none of the directors or officers have been convicted in any criminal proceedings (excluding traffic violations and other minor offenses) or are the subject of a criminal proceeding which is presently pending, nor have such persons been the subject of any order, judgment, or decree of any court of competent jurisdiction, permanently or temporarily enjoining them from acting as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or insurance company, or from engaging in or continuing in any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security, nor were any of such persons the subject of a federal or state authority barring or suspending, for more than 60 days, the right of such person to be engaged in any such activity, which order has not been reversed or suspended. e. AUDIT COMMITTEE FINANCIAL EXPERT Our Board of Directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. 38 ------------------------------------------------------------------------------
We believe that the members of our Audit Committee are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Due to the fact that the directors of Pismo Coast Village do not receive compensation for the services they provide in that capacity, the Company has been unable to nominate and retain a director with the required expertise to stand for election to the Board of Directors. However, until the time that our Audit Committee has a qualified audit committee financial expert, we believe our engagement of Glenn, Burdette, Phillips, and Bryson (GBPB), Certified Public Accountants, satisfies this requirement. GBPB provides the Company's quarterly compilation of the balance sheets and the related statements of operations, and retained earnings, and cash flows in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. f. CODE OF ETHICS On November 8, 2003, the Company's board of directors adopted the introduction to our code of ethical conduct. After further review, consideration was given to adopting a more comprehensive and detailed Code. At the meeting of the Executive Committee held June 19, 2009, the committee approved a recommendation to present a revised Code of Ethics to the full board for adoption. At the Board of Director's meeting held July 18, 2009, the Board unanimously approved the revised and complete Code of Ethics that applies to all the Company's employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The complete text of the revised Code of Ethics is filed with this Form 10-K as Exhibit 14. In addition, the Company has posted the Code of Ethics on its website, www.pismocoastvillage.com. g. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities within specified time periods to file certain reports of ownership and changes in ownership with the SEC. The Company is not aware of any failure to file reports or report transactions in a timely manner during the fiscal year ended September 30, 2009, by any director or officer. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth information regarding compensation awarded, paid to, or earned by the chief executive officer of Pismo Coast Village, Inc. for the three years ended September 30, 2007, 2008 and 2009. No other person who is currently an executive officer or employee of Pismo Coast Village, Inc. earned salary and bonus compensation exceeding $100,000 during any of those years. SUMMARY COMPENSATION TABLE -------------------------- (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Non- Non-Equity Qualified Incentive Deferred All Name and Stock Option Plan Plan Other Principal Fiscal Salary Bonus Awards Awards Compensation Compensation Compensation Total Position Year $ $ $ $ $ $ $ $ -------------- ----- -------- ------- ------- ------ ------------------------ ------------------- Jay N. Jamison 2009 $126,672 $30,800 $ - $ - $ - $ - $6,065 $163,537 CEO/General 2008 $121,800 $24,975 $ - $ - $ - $ - $5,871 $152,646 Manager & 2007 $116,000 $25,600 $ - $ - $ - $ - $5,791 $147,391 Assistant Corporate Secretary 39 ------------------------------------------------------------------------------
COMPENSATION DISCUSSION AND ANALYSIS The following Compensation Discussion and Analysis describes the material elements of compensation for the executive officer identified in the Summary Compensation Table contained above. As more fully described below, the Personnel and Compensation Committee, made up of members of the Board of Directors, reviews the total direct compensation programs for the CEO. Notably the salary and other benefits payable to the named executive officer are set forth in an employment agreement which is discussed below. The CEO reviews the base salary, annual bonus and long-term compensation levels for other employees of the Company. The Personnel and Compensation Committee reviews and approves the compensation received by the CEO's direct reports. The entire Board of Directors remains responsible for significant changes to or adoption of new employee benefit plans. a. CASH COMPENSATION PAYABLE TO OUR NAMED EXECUTIVE OFFICER The named executive officer receives a base salary payable in accordance with the company's normal payroll practices and pursuant to a contract between this officer and Pismo Coast Village, Inc. (which contract is described in more detail below). Based on knowledge of the industry and Pismo Coast Village, Inc. performance (including its earnings and stock price performance, and successful resort operations), the Board believes that the CEO's base salary is less than those that are received by comparable officers with comparable responsibilities in similar companies. In the future, when reconsidering salaries for executives, the Board will do so by evaluating their responsibilities, experience and the competitive marketplace. More specifically, the Board expects to consider the following factors in determining the executive officers' base salaries: * The executive's leadership and operational performance and potential to enhance long-term value to the Company's shareholders; * Performance compared to the financial, operational and strategic goals established for the Company; * The nature, scope and level of the executive's responsibilities; * Competitive market compensation paid by other companies for similar positions, experience and performance levels; and * The executive's current salary, the appropriate balance between incentives for long-term and short-term performance. b. STOCK OPTION PLAN BENEFITS Not applicable. c. ELEMENTS OF "ALL OTHER COMPENSATION" The amounts reflected in the column labeled "other compensation" in the above Summary Compensation Table consist of compensation paid to the named executive officer from benefits received from our 401(k) plan. The Company provides a 401(k) Safe Harbor Plan which was adopted effective October 1, 2005. All employees are eligible to participate in this Plan after one year of employment and work at least 1,000 hours per year and attained age 21. Employees are fully vested when their participation begins. The Company matches employee contributions up to 4% of compensation. 40 ------------------------------------------------------------------------------
d. EMPLOYMENT AGREEMENT WITH OUR NAMED EXECUTIVE OFFICER The Company has entered into an employment agreement with the named executive officer. The material terms of this agreement is summarized as follows: Mr. Jamison is the Chief Executive Officer/General Manager, Assistant Corporate Secretary. On October 1, 2008, the Company entered into an employment contract with Mr. Jamison. The Board of Directors extended this contract through September 30, 2013 and provided Mr. Jamison with a salary increase effective October 1, 2008. This currently provides for a salary of $132,672, plus health insurance, cost reimbursement, and certain other benefits. Pismo Coast Village may also terminate the contract for cause, upon Mr. Jamison's death or disability, or without cause. If Pismo Coast Village terminates the contract for cause, it only must compensate Mr. Jamison through the date of termination. If Pismo Coast Village terminates the contract without cause, Pismo Coast Village must pay Mr. Jamison nine month's salary. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS GRANTED DURING THE LAST FISCAL YEAR Not applicable. LONG TERM INCENTIVE PLANS Except as described in our 401(k) plan, the Company did not have a long-term incentive plan during the fiscal years ended September 30, 2009 or 2008. REPORT ON RE-PRICING OF OPTIONS/SARS Not applicable. COMPENSATION OF DIRECTORS During fiscal year 2009, none of the Company's directors received cash remuneration for their service. However, the directors are entitled to reimbursement for out-of-pocket costs and expenses incurred on behalf of the Company, and mileage reimbursement for travel to and from meetings upon request. Since this reimbursement is on a fully accountable basis, there is no portion treated as compensation. In addition, they are entitled to use of the Resort for attending meetings and are provided with food and refreshments in connection with Board Meetings. The aggregate value of the foregoing during the fiscal year ended September 30, 2009, was estimated at $27,665. OPTIONS, WARRANTS OR RIGHTS The Company has no outstanding options, warrants or rights to purchase any of its securities. INDEBTEDNESS OF MANAGEMENT No member of management was indebted to the Company during it's last fiscal year. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS Not applicable. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT a. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS No person owns beneficially of record more than 5% of the Company's securities. 41 ------------------------------------------------------------------------------
b. SECURITY OWNERSHIP OF MANAGEMENT. The following sets forth the securities beneficially owned, directly, by all directors and officers as a group as of September 30, 2009: *Amount of Percent Board Member Title of Class Ownership of Class ------------ -------------- --------- -------- Louis Benedict Common Stock 1 Share 0.056% 20955 De Mina Street Woodland Hills CA 91364 Kurt Brittain Common Stock 1 Share 0.056% 12105 Center Avenue San Martin CA 95046 Harry Buchaklian Common Stock 1 Share 0.056% 1361 East Ticonderoga Drive Fresno CA 93720 Rodney Enns Common Stock 1 Share 0.056% 2577 Sandell Avenue Kingsburg CA 93631 Douglas Eudaly Common Stock 6 Shares 0.333% 3918 North Carruth Avenue Fresno CA 93705 William Fischer Common Stock 1 Share 0.056% 1947 Sienna Lane Simi Valley CA 93065 Norman Gould Common Stock 1 Share 0.056% 10597 Road 30 Madera CA 93637 Wayne Hardesty Common Stock 1 Share 0.056% 8651 Foothill Boulevard #110 Rancho Cucamonga CA 91730 R. Elaine Harris Common Stock 2 Shares 0.111% 3418 El Potrero Lane Bakersfield CA 93304 Dennis Hearne Common Stock 2 Shares 0.111% 45075 Merritt Street King City CA 93930 Glenn Hickman Common Stock 1 Share 0.056% 3584 West Wathen Avenue Fresno CA 93711 Terris Hughes Common Stock 1 Share 0.056% 2426 Sunset Street Wasco CA 93280 Garry Nelson Common Stock 1 Share 0.056% 727 Acacia Street Shafter CA 93280 Ronald Nunlist Common Stock 4 Shares 0.222% 1105 Minter Avenue Shafter CA 93263 42 ------------------------------------------------------------------------------
*Amount of Percent Board Member Title of Class Ownership of Class ------------ -------------- --------- -------- George Pappi, Jr Common Stock 1 Share 0.056% 5728 Via De Mansion La Verne CA 91750 Jerald Pettibone Common Stock 3 Shares 0.166% 4179 Court Drive Santa Cruz CA 95062 Gary Willems Common Stock 2 Shares 0.111% 11003 East Egret Point Clovis CA 93619-4686 Jack Williams Common Stock 1 Share 0.056% 7801 Revelstoke Way Bakersfield CA 93309 All Officers and Directors as a Group Common Stock 31 Shares 1.722% *Amount of Ownership: All such shares are owned beneficially and of record, and there are no additional shares known to the Company for which the listed beneficial owner has the right to acquire beneficial ownership as specified in Rule 13D-3(d)(1) of the Exchange Act. c. CHANGES IN CONTROL Not applicable. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE There have been no transactions during the past two years, or proposed transactions, to which the Company was or is to be a party, in which any of the officers, directors, nominees, named shareholders, or family members of any such persons, had or is to have a direct or indirect material interest, other than transactions where competitive bids determine the rates or charges involved, or where the amount involved does not exceed $120,000, or where the interest of the party arises solely from the ownership of securities of the Company and the party received no extra or special benefit that was not shared by all shareholders. EMPLOYMENT AGREEMENTS See Item 10, Executive Compensation--Employment contracts and termination of employment and change in control arrangements, for a discussion of the current employment contracts between Pismo Coast Village and Mr. Jamison. OTHER ARRANGEMENTS During the fiscal years 2009 and 2008, Pismo Coast Village paid for various hospitality functions and for travel, lodging and hospitality expenses for spouses who occasionally accompanied directors when they were traveling on company business. Management believes that the expenditures were to Pismo Coast Village's benefit. CERTAIN BUSINESS RELATIONSHIPS None. (1)-(5) INDEBTEDNESS OF MANAGEMENT None. TRANSACTIONS WITH PROMOTERS Not applicable. 43 ------------------------------------------------------------------------------
DIRECTOR INDEPENDENCE Our board of directors consists of shareholders of the Resort and therefore are not considered to be "independent" as defined by Section 121A of the American Stock Exchange Listing Standards. The board considers all relevant facts and circumstances in its determination of independence of all members of the board (including any relationships set forth in this Form 10-K under the heading "Certain Related Person Transactions"). As disclosed above, the Audit Committee, the Nominating Committee and the Personnel and Compensation Committee members are not considered to be independent. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The following table discloses the fees that the Company was billed for professional services rendered by its independent public accounting firm, Brown Armstrong Paulden, McCown, Starbuck, Thornburgh, & Keeter Accountancy Corporation (Brown Armstrong), in each of the last two fiscal years. Years ended ----------- September 30, ------------- 2009 2008 ------- -------- Audit fees (1) $48,090 $42,057 Audit-related fees (2) - - Tax fees (3) - - All other fees (4) 4,260 700 ------- ------- Total $52,350 $42,757 ======= ======= (1) Reflects fees billed for the audit of the Company's consolidated financial statements included in its Form 10-K and review of its quarterly reports on Form 10-Q. (2) Reflects fees, if any, for consulting services related to financial accounting and reporting matters. (3) Reflects fees billed for tax compliance, tax advice and preparation of the Company's federal tax return. (4) Reflects fees, if any for other products or professional services not related to the audit of the Company's consolidated financial statements and review of its quarterly reports, or for tax services. (5) AUDIT COMMITTEE'S PREAPPROVAL POLICIES AND PROCEDURES For the fiscal years ending September 30, 2009 and September 30, 2008, all audit related services, tax services and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by Brown Armstrong were compatible with the maintenance of that firm's independence in the conduct of its auditing function. (6) No effort expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year was attributed to work performed by persons other than the accountant's full-time, permanent employees. 44 ------------------------------------------------------------------------------
PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES EXHIBITS AND INDEX OF EXHIBITS 1. Financial Statements included in this Form 10-K Report: Description Page --------------------------------------------------------------- Accountant's Report for 2009.................................16 Balance Sheets as of September 30, 2009 and 2008.............17 Statements of Income and Retained Earnings for the years ended September 30, 2009 and 2008.............18 Statements of Cash Flows for the years ended September 30, 2009 and 2008.............19 Notes to Financial Statements For the years ended September 30, 2009 and 2008.............20 Accountant's Report on Additional Information................30 Statements of Income (Unaudited) for the three months ended September 30, 2009 and 2008......31 2. Exhibits filed with this Form 10-K Report: Exhibit No. Description of Exhibit ----------- -------------------------------------------------------------- 14 Code of Ethics 31.1 Certification of the President of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Executive Officer (principal executive officer) of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.3 Certification of the Chief Financial Officer (principal financial officer and principal accounting officer) of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the President of the Company Pursuant to 18 U.S.C. Subsection 1350, as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2 Certification of the Chief Executive Officer (principal executive officer) of the Company pursuant to 18 U.S.C. Subsection 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.3 Certification of the Chief Financial Officer (principal financial officer and principal accounting officer) of the Company pursuant to 18 U.S.C. Subsection 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 REPORTS ON FORM 8-K None 45 ------------------------------------------------------------------------------
SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) 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. PISMO COAST VILLAGE, INC. By: /S/ JERALD PETTIBONE Date: November 14, 2009 Jerald Pettibone, President and Chairman of the Board In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /S/ JAY JAMISON Date: November 14, 2009 Jay Jamison, Chief Executive Officer, General Manager and Assistant Corporate Secretary (principal executive officer) By: /S/ JACK WILLIAMS Date: November 14, 2009 Jack Williams, Chief Financial Officer, Vice President - Finance and Director (principal financial officer and principal accounting officer) By: /S/ JERALD PETTIBONE Date: November 14, 2009 Jerald Pettibone, President and Chairman of the Board and Director By: /S/ GLENN HICKMAN Date: November 14, 2009 Glenn Hickman, Executive Vice President and Director By: /S/ KURT BRITTAIN Date: November 14, 2009 Kurt Brittain, Vice President - Secretary and Director By: /S/ RONALD NUNLIST Date: November 14, 2009 Ronald Nunlist, Vice President - Operations and Director By: /S/ LOUIS BENEDICT Date: November 14, 2009 Louis Benedict, Director 46 ------------------------------------------------------------------------------
By: /S/ HARRY BUCHAKLIAN Date: November 14, 2009 Harry Buchaklian, Director By: /S/ RODNEY ENNS Date: November 14, 2009 Rodney Enns, Director By: /S/ DOUGLAS EUDALY Date: November 14, 2009 Douglas Eudaly, Director By: /S/ WILLIAM FISCHER Date: November 14, 2009 William Fischer, Director By: /S/ NORMAN GOULD Date: November 14, 2009 Norman Gould, Director By: /S/ WAYNE HARDESTY Date: November 14, 2009 Wayne Hardesty, Director By: /S/ R. ELAINE HARRIS Date: December 6, 2009 R. Elaine Harris, Director By: /S/ DENNIS HEARNE Date: November 14, 2009 Dennis Hearne, Director By: /S/ TERRIS HUGHES Date: November 14, 2009 Terris Hughes, Director By: /S/ GARRY NELSON Date: November 14, 2009 Garry Nelson, Director By: /S/ GEORGE PAPPI, JR. Date: November 20, 2009 George Pappi, Jr., Director By: /S/ GARY WILLEMS Date: November 14, 2009 Gary Willems, Director 47 ------------------------------------------------------------------------------