UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| [ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended |
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| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer ID No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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Registrant's telephone number, including area code.
Securities registered pursuant to Section 12(b) of the Act:
| Name of Each Exchange | |
| Title of Each Class | on Which Registered |
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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 [ ] [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] NO [ ]
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Subsection 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] NO [ ]
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large, accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer
[ ] Accelerated filer
[X]
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [
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 second fiscal quarter. $
APPLICABLE ONLY TO REGISTRANTS 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.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Notice of 2025 Definitive Proxy Statement for the Annual Meeting of Shareholders to be held January 17, 2026, are incorporated by reference into Part III.
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Table of Contents
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FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K and certain information incorporated by reference herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Many of the forward-looking statements are located in "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements relate to future events, anticipated expenses, capital spending, financing sources or our future financial performance based on certain assumptions. In some cases, you can identify forward-looking statements by words such as "may," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," or "continue," the negative of such terms, or comparable terminology. 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. Actual events or results may differ materially from those expressed or implied in these forward-looking statements.
Forward-looking statements are not guarantees of future results, events, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. In evaluating these statements, you should specifically consider various factors, including the risks outlined in Item 1A, Risk Factors, in this Annual Report on Form 10-K, and elsewhere in this report, including our disclosures of Critical Accounting Estimates in Item 7, as well as in our Financial Statements and related footnotes. We are under no duty to update any of the forward-looking statements after the date of this Annual Report on Form 10-K to conform such statements to actual results or to changes in expectations. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
In this Annual Report on Form 10-K, each of the terms "Pismo Coast Village," "Company," "us," "we," and "our" refers to Pismo Coast Village, Inc.
PART I
ITEM 1. BUSINESS.
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.
BUSINESS OF ISSUER
The company exclusively operates within the realm of owning and managing Pismo Coast Village RV Resort. Its revenue streams originate primarily from camping site rentals, recreational vehicle storage, tow services and retail sales through a general store. Pismo Coast Village RV Resort stands as a comprehensive, full-service facility featuring 400 spaces for recreational vehicles, as well as a video arcade, laundromat, restaurant and general store.
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PUBLIC AND SHAREHOLDER USERS
The 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. Over the past 30 years, the shareholder's free use of nights has averaged approximately 30% of total occupied sites. Shareholder use during the fiscal year ended September 30, 2025 was consistent with this average.
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 generally able to meet its working capital needs during the 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.
COMPETITION
The Company faces competition from nine other RV parks within a five-mile radius, but its distinct advantage lies in being the sole property adjacent to the beach. Recognized as a recreational vehicle resort, it stands out for its upgraded facilities and amenities, including a restaurant, general store, satellite TV, high-speed wireless internet, a heated pool, miniature golf course, and a comprehensive recreational program. Industry travel guides consistently rate Pismo Coast Village RV Resort highly for its appearance, facilities, and recreational offerings, earning it the prestigious designation of "Best of Pismo Beach - RV Resort" in September 2023.
In the competitive tourist market of the Central Coast of California, the Resort actively collaborates with the City of Pismo Beach, Chamber of Commerce, Conference and Visitors Bureau, participating as major sponsors in joint events and advertising initiatives. Ongoing marketing efforts include placements in trade publications, industry directories, and collaboration with RV-related companies. Leveraging the effectiveness of its website and social media, the Resort successfully engages with its target audience.
The marketing strategy extends to groups and clubs, offering incentives such as group discounts, meeting facilities, and use of our on-site amenities. The Company has allocated approximately $70,000 to its marketing plan for the 2026 fiscal year, demonstrating our commitment to sustaining high occupancy rates. Emphasizing customer service and high-quality recreational facilities, the Resort has cultivated a robust source of repeat business, underlining its success in building lasting relationships with patrons.
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 cleanup of hazardous waste.
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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.
EMPLOYEES
As of September 30, 2025, the Company employed 60 people, with 20 of these on a part-time basis and 40 on a full-time basis. Due to the seasonal nature of the business, additional staff are needed during peak periods and fewer during the off-season. Staffing levels during the fiscal year ranged from 60 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, during September 2025 the Board of Directors voted to increase prime time site rates $20 per night effective January 1, 2026, and during November 2025 the Board of Directors voted to increase non-prime time site rates $20 per night effective January 1, 2026. It is anticipated that these rate increases should not negatively impact the Company's ability to capture an optimum market share since they are still highly competitive with the rates from other nearby RV resorts.
REPORTS TO SECURITY HOLDERS
Pismo Coast Village, Inc. 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, on official business days during the hours of 10:00 a.m. to 3:00 p.m., 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 on 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 electronically with the SEC.
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ITEM 1A. RISK FACTORS.
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 new resorts in our market;
- 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, 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 rely upon our cash reserves and may have to rely on our short-term line of credit for operations. Recent events beyond our control, such as the economic slowdown and extreme weather conditions in 2023, harmed the operating performance of the Central Coast leisure industry generally. If these or similar events occur again, our operating and financial results may be harmed by declines in average daily rates or occupancy.
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.
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 is 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 necessary capital expenditures could harm our financial condition and reduce amounts available for operations. 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;
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- disruption in service and site availability causing reduced demand, occupancy, and rates; and
- possible environmental issues.
We rely on our executive officers and management team, the loss of whom could significantly harm our business.
Uninsured and underinsured losses could harm our financial condition, and the results of operations.
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 1B. REMOVED AND RESERVED.
ITEM 1C. CYBERSECURITY.
Disclosure of cybersecurity risk management, & strategy
Management is responsible for the oversight and administration of cyber security protocols. Our strategy is to mitigate risks preventatively through cybersecurity strategies and preventative measures carried out by third-party providers. The Company regularly assesses, identifies, and manages these material risks in partnership with its third-party providers.
Our management team relies on our
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ITEM 2. PROPERTIES.
Owned 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, restaurant, general store, swimming pool, laundromat, and three playgrounds.
The Company also has numerous parcels of real property, listed below:
| Property address | Property Size | Property Use |
| RV Storage Yards | ||
| 2180 Arriba Place in Arroyo Grande, California | 19.3 acres | RV storage yard - 900 units Cell tower |
| 1295 Sand Dollar Avenue, Oceano, California | 5.5 acres | RV storage yard - 400 units |
| 974 Sheridan Road, Arroyo Grande, California | 6.4 acres | RV storage yard - 200 units |
| 2030 Front Street in Oceano, California | 2.2 acres | RV storage yard - 200 units |
| 2250 22nd Street, Oceano, California | 2.1 acres | RV storage yard - 100 units Cell tower |
| 424 South Dolliver Street, Pismo Beach, California | 3.3 acres | RV storage yard - 100 units Cell tower |
| 255 N. Oak Glen Avenue in Nipomo, California | 4.42 acres | Pending development |
| Fountain Avenue in Oceano, California(1) | 4.7 acres | Pending development |
| Properties Leased to 3rd Parties |
||
| 180 South Dolliver Street, Pismo Beach, California | 0.6 acres | Storefront with parking RV maintenance bay |
| 2096 Nipomo Street in Oceano, California | 0.4 acres | RV Repair & Service Facility |
(1) The construction permit to develop this property, which was 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 or possibly liquidation.
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.
Management considers the Company's insurance policies adequate coverage for risk and liability exposure.
Leased Properties
| Property address | Property Size | Property Use |
| RV Storage Yards | ||
| 1909 Delta Lane, Oceano, California | 6.3 acres | RV storage yard - 200 units |
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ITEM 3. LEGAL PROCEEDINGS.
No pending legal proceedings against the Company other than routine litigation incidental to the business.
ITEM 4. (REMOVED AND RESERVED).
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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's shares as Pismo Coast Investments. The following table sets forth for the indicated periods the high and low sales prices per share for our common stock:
| Year ended September 30, 2024, quarters ended: | Low | High | ||||
| December 31, 2023 | $ | 58,000 | $ | 58,000 | ||
| March 31, 2024 | $ | 58,000 | $ | 58,800 | ||
| June 30, 2024 | $ | 58,000 | $ | 59,000 | ||
| September 30, 2024 | $ | 55,000 | $ | 59,000 | ||
| Year ended September 30, 2025, quarters ended: | Low | High | ||||
| December 31, 2024 | $ | 58,000 | $ | 59,000 | ||
| March 31, 2025 | $ | 59,000 | $ | 60,000 | ||
| June 30, 2025 | $ | 60,000 | $ | 60,000 | ||
| September 30, 2025 | $ | 60,000 | $ | 60,000 |
The last transaction during the fiscal year ended September 30, 2025 occurred September 20, 2025, at a price of $60,000 for one share conveyed.
b. HOLDERS
The approximate number of holders of the Company's common stock on December 1, 2025, was 1,495.
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 or develop properties supporting the Resort operations.
d. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The Company does not currently have securities authorized for issuance under equity compensation plans.
e. RECENT SALES OF UNREGISTERED SECURITIES: USE OF PROCEEDS FROM REGISTERED SECURITIES
The Company does not have sales of unregistered securities.
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ITEM 6. SELECTED FINANCIAL DATA.
Not applicable to smaller reporting companies. See Management's Discussion and Analysis.
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, 2025, compared with September 30, 2024. The discussion should be read in conjunction with the audited financial statements and the related notes to the financial statements included elsewhere in this Form 10-K. This section is organized as follows:
- Overview: A discussion of the Company's business operations.
- Liquidity and Capital Resources: An analysis of changes in our balance sheets and cash flows, and a discussion of our financial condition and potential sources of liquidity.
- Results of Operations: An analysis and discussion of our financial results comparing our results of operations for the current fiscal year to the prior fiscal year, and of the prior fiscal year compared to the previous fiscal year.
- Critical Accounting Estimates: A discussion of the accounting estimates that we believe are most important to understand the assumptions and judgments incorporated in our reported financial results and forecasts, as well as recent accounting pronouncements that have had or are expected to have a material impact on our results of operations.
- Contractual Obligations: Disclosures related to our contractual obligations, contingent liabilities, commitments and off-balance sheet arrangements as of September 30, 2025.
OVERVIEW
Pismo Coast Village, Inc. operates as a 400-space recreational vehicle resort located along the coast of Central California. The resort offers a full range of services, such as a general store, video arcade, laundromat, and an RV storage operation.
The Company 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 Company 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 for 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.
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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 45 free nights camping annually. Additional revenues come from RV storage and spotting, an on-site convenience store, property leases and other ancillary activities such as a restaurant, laundromat, arcade, and recreational activities.
The Central Coast remains a highly sought-after destination for RV enthusiasts actively seeking quality accommodations. RVing continues to provide an affordable and immersive outdoor experience, and the Company is proud to deliver top-tier facilities and services in this popular location.
The 2025 KOA Marketing Hospitality Report reveals a strong growth in the camping industry, driven by younger generations and evolving traveler preferences. Key insights include generational Influence, rise in glamping experiences, economics of camping with modern amenities and a focus on wellness. Gen Z and millennials constitute 61% of new campers, with Gen Z spending the most per day ($266), surpassing baby boomers ($34). Glamping continues to gain popularity, attracting 34% of new campers. Campers spend approximately $49 billion in local communities, with an average daily spend of $156 per person. Wi-Fi is now considered the most important amenity by many campers, with 48% indicating its importance when choosing a campground. And a significant number of campers seek wellness experiences, with activities like forest bathing (83%) and water-based activities (70%) being popular.
These findings reflect a dynamic shift in camping and outdoor hospitality, emphasizing the importance of modern amenities, diverse experiences, and the growing economic impact of the industry. KOA's 2025 report provides essential insights into the outdoor and hospitality sectors, shaping the travel industry today and into the future.
RV storage remains in demand and a primary revenue source for the Company. As of November 2025, the waitlist for new storage clients exceeds 370. To meet this demand, the Company is progressing with plans to develop an estimated 150-unit storage facility on a new 4.42 acre property in Nipomo. RV storage offers customers several advantages, including eliminating the stress of towing, reducing the need to own a tow vehicle, enabling shared use among family members, and providing added convenience.
Continued investment in resort enhancements remains a top priority to ensure a premier experience for both guests and shareholders. The resort is recognized as a leader in the industry, with accolades from reputable organizations such as Good Sam for its exceptional facilities and high standards. The Company's dedication to quality, value, and customer satisfaction is reflected in its success, driven by repeat business, positive word of mouth, and guest referrals.
The Company's marketing strategy focuses on digital platforms, social media content, advertising in national directories, and placements in leading trade magazines. These initiatives are designed to strengthen the Company's visibility and ensure sustained growth in the highly competitive outdoor hospitality market.
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LIQUIDITY AND CAPITAL RESOURCES
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 was approximately $2.1 million in the fiscal year ended September 30, 2025, compared to $2.2 million for the fiscal year ended September 30, 2024. The $0.1 million decrease in net cash provided by operating activities can largely be attributed to the timing of payments.
Working capital increased to $10.4 million at the end of fiscal year 2025, compared to $9.4 million at the end of fiscal year 2024. This increase is primarily a result of additional cash from ongoing operations that has been reserved for capital improvements and deferred maintenance.
The Company plans approximately $1.8 million of capital expenditures in fiscal year 2026 to further enhance the Resort facilities and services. The most significant capital project is continued development of the 4.42 acre property in Nipomo for RV Storage. In addition, the Company plans to re-gravel additional campsites and repair the asphalt on resort roads as part of its ongoing facility maintenance programs. Funding for these projects is expected to come from normal operating cash flows and cash reserves. These capital expenditures are expected to increase the Resort's value to its shareholders and the general public.
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 ensure funds will be available if required. In anticipation of future large projects, the Board of Directors has instructed management to build operational cash balances. 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.
The Board of Directors continues its previously established policy of adopting a stringent conservative budget for fiscal year 2026, which projects a positive cash flow of approximately $1.0 million from operations. This projection is based on paid site occupancy reflecting similar occupancy as experienced in fiscal year 2025. The 2025-26 budget plan includes a $20 per night increase for site rentals. While the Company projects a positive cash flow, this cannot be assured for fiscal year 2026.
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RESULTS OF OPERATIONS
The Company's revenue streams originate primarily from three sources: (a) RV camping site rentals, (b) RV storage & towing fees, and (c) retail sales through a general store. In addition, the Company generates revenue from leases of real property, such as our RV retail storefront, RV repair facility and cell towers on our real property and from other ancillary services, such as our restaurant, arcade and laundromat.
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 weekend, Thanksgiving week, and Christmas/New Year's week. Occupancy is impacted by weather patterns, as demand decreases during the rainy season and also in years with more rain.
2025 Compared to 2024
| Year ended September 30, | ||||||||||||
| 2025 | 2024 | |||||||||||
| RV camping site rentals | $ | 6,881,000 | 69% | $ | 6,671,000 | 69% | ||||||
| RV storage and towing fees | 2,013,000 | 20% | 1,896,000 | 19% | ||||||||
| Retail store sales | 735,000 | 7% | 734,000 | 8% | ||||||||
| Property lease income | 230,000 | 2% | 236,000 | 2% | ||||||||
| Other ancillary services | 223,000 | 2% | 190,000 | 2% | ||||||||
| $ | 10,082,000 | 100% | $ | 9,727,000 | 100% | |||||||
RV camping site rental revenues increased $210,000 during the year ended September 30, 2025 compared to 2024, a 3% increase, primarily due to a $5 per night rate increase that was effective October 1, 2024. This increase was partially offset by the impact of 3% lower occupancy during 2025 than 2024. Occupancy was lower in 2025 than 2024 due to weather and the timing of prime holidays. The mix of public guest versus shareholder occupancy was consistent each year.
| Year ended September 30, | ||||||||||||
| 2025 | 2024 | |||||||||||
| Paid RV camping site nights | 72,420 | 69% | 76,100 | 70% | ||||||||
| Unpaid shareholder nights | 32,893 | 31% | 32,807 | 30% | ||||||||
| Total Occupancy | 105,313 | 100% | 108,907 | 100% | ||||||||
| Occupancy % | 72% | 75% | ||||||||||
| Sites Not Occupied | 40,687 | 28% | 37,093 | 25% | ||||||||
| Total Capacity | 146,000 | 146,000 | ||||||||||
RV storage & towing fees increased $117,000 or 6% during the year ended September 30, 2025 compared to 2024 due to a $5 per month rate increase for storage and $5 per one-way towing that was effective January 1, 2025.
Retail store revenue was relatively flat year over year. The company runs the store as a convenience to our guests and strives to maintain consistent pricing, which leads to stable revenue and moderate margins across staples such as groceries, ice, wood, and RV parts.
Property lease income, which is primarily associated with rental of the RV repair facilities, was relatively flat year over year since the facilities available for lease have not changed.
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Operating expenses for year ended September 30, 2025 increased $673,000 compared to the prior year. The increase is primarily due to increased professional service fees associated with conducting our required PCAOB audit and legal matters, which increased $453,000 year over year, as well as utility costs, which increased $73,000 year over year and general insurance, which increased $62,000 year over year.
Cost of goods sold decreased $127,000 year over year primarily due to improved inventory control.
Depreciation and amortization expense increased $104,000 year over year as a result of new truck leases entered into during late 2024.
Other income and expense, net increased $24,000 year over year, primarily because of additional interest on increased cash reserves, as well as fluctuating interest rates in 2025 compared to 2024.
Although the supply-demand balance generally remains favorable, future-operating results could be impacted by changes in inflation and the economy that lead to increases or decreases in demand. Depending on the nature of business and economic cycles and trends, rates may be adjusted accordingly, if deemed necessary. Changes in demand could limit the Company's ability to pass through inflationary increases in operating costs as higher rates.
Additionally, increases in transportation and fuel costs or sustained recessionary periods could unfavorably impact future results. However, the Company believes that its financial strength and market presence will enable it to remain extremely competitive. The company intends to continue to market site usage at its highest value and believes that currently this will not negatively impact the Company's ability to capture an optimum market share.
15
SEASONALITY
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 weekend, Thanksgiving week, and Christmas/New Year's week.
Occupancy is impacted by weather patterns, as demand decreases during the rainy season and also in years with more rain. Additionally, occupancy within any particular quarter is impacted by the timing of weekends and holidays within that calendar quarter.
Due the seasonal impact, fall and winter months have lower occupancy and derive less revenue and profit than the rest of the year, as illustrated by the following table which depicts quarterly revenue, occupancy and income (loss) from operations for the past eleven quarters:
| Revenue for the three months ended | |||||||||
| 2025 | 2024 | 2023 | |||||||
| March 31 | $ | 1,966,000 | $ | 1,935,000 | $ | 2,013,000 | |||
| June 30 | $ | 2,911,000 | $ | 2,680,000 | $ | 2,701,000 | |||
| September 30 | $ | 3,152,000 | $ | 3,027,000 | $ | 2,875,000 | |||
| December 31 | $ | 2,053,000 | $ | 2,085,000 | |||||
| Paid Occupancy for the three months ended | |||||||||
| 2025 | 2024 | 2023 | |||||||
| March 31 | 14,571 | 14,958 | 15,833 | ||||||
| June 30 | 19,800 | 20,339 | 22,665 | ||||||
| September 30 | 22,128 | 22,914 | 22,961 | ||||||
| December 31 | 15,921 | 17,889 | |||||||
| Income (loss) from operations for the three months ended | |||||||||
| 2025 | 2024 | 2023 | |||||||
| March 31 | $ | (187,000 | ) | $ | (13,000 | ) | $ | (33,000 | ) |
| June 30 | $ | 810,000 | $ | 832,000 | $ | 653,000 | |||
| September 30 | $ | 483,000 | $ | 481,000 | $ | 537,000 | |||
| December 31 | $ | (161,000 | ) | $ | (60,000 | ) | |||
Occupancy during the three months ended September 30, 2025 was slightly less than the same period of 2024 due primarily to the timing of weekends, holidays and our prime time season. Revenue for the three months ended September 30, 2025 was slightly up from the same period of 2024, due primarily to the $5 per night rate increase established during 2024. Income from operations for the three months ended September 30, 2025 increased compared to the same period of 2024 due primarily to increased professional advisor fees in late 2024 associated with the change of our annual independent auditor.
Occupancy during the quarter ending December 31, 2025 is expected to be seasonally lower than the three months ended September 30, 2025, because the summer season traditionally ends as of the Labor Day weekend in early-September.
16
CRITICAL ACCOUNTING ESTIMATES
The Company's financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, management could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, the Company's financial condition or results of operations will be affected. Management bases estimates upon past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies and estimates, which we discuss further below. We have reviewed our critical accounting policies and estimates with the audit committee of our board of directors.
Please see Note 2 of Part II, Item 8 of this Annual Report on Form 10-K for the summary of significant accounting policies.
Inventory Allowance
We value our inventory based on our cost. We adjust the value of our inventory to the extent our management determines that our cost cannot be recovered due to obsolescence or other factors. Management considers estimates of future demand and sales prices for each product to determine appropriate inventory reserves and to make corresponding reductions in inventory values to reflect expected net realizable value. In the event of a sudden significant decrease in demand for our products, we could be required to increase our inventory reserve, which would increase our cost of product sales and decrease our gross profit.
Income Taxes
Judgment is required in addressing the future tax consequences of events that have been recognized in our financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws, or interpretations thereof). In addition, we are subject to examination of our income tax returns by the IRS and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our financial statements. We evaluate tax positions taken or expected to be taken on a tax return to determine whether they are more likely than not of being sustained, assuming that the tax reporting positions will be examined by taxing authorities with full knowledge of all relevant information, prior to recording the related tax benefit in our financial statements. If a position does not meet the more likely than not standard, the benefit cannot be recognized. Assumptions, judgment, and the use of estimates are required in determining if the "more likely than not" standard has been met when developing the provision for income taxes. A change in the assessment of the "more likely than not" standard with respect to a position could materially impact our financial statements.
Property and equipment
Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management uses judgment to determine whether indications of impairment exist and considers the fact that the company has a long history of profit from the resort operation, which comprises the majority of our land assets, as well as steady profit from our RV storage business and property leases, which use the remainder of our land and building assets. Management also considers factors such as the camping industry, location of the property, market conditions, and property-specific information available at the time of the assessment. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. An impairment loss would be recognized when the estimated undiscounted future cash flows generated from the assets are less than their carrying amount. Measurement of an impairment loss would be based on the excess of the carrying amount of the asset group over its estimated fair value. Changes in economic and operating conditions impacting the judgments used could result in impairments to our long-lived assets in future periods. Historically, changes in estimates used in the property and equipment and definite-lived intangible assets impairment assessment process have not resulted in impairment charges. There were no indicators of impairment on property and equipment, and accordingly no impairment losses recorded, for the years ended September 30, 2025 and 2024.
17
CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations as of September 30, 2025:
| Total | Less than 1 year | 1 - 2 years | 3 - 5 years | Over 5 years | ||||||||||||
| Operating lease obligations 1 | $ | 32,000 | $ | 32,000 | $ | - | $ | - | $ | - | ||||||
| Finance lease obligations 1 | 859,000 | 181,000 | 354,000 | 305,000 | 19,000 | |||||||||||
| Total contractual obligations | $ | 891,000 | $ | 213,000 | $ | 354,000 | $ | 305,000 | $ | 19,000 | ||||||
¹ For further information refer to Note 5 in Part II of this Annual Report on Form 10-K.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no material off balance sheet arrangements.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Pismo Coast Village, Inc. is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which we considered appropriate in the circumstances and include some amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements.
19
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Pismo Coast Village, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Pismo Coast Village, Inc. (the “Company”) as of September 30, 2025 and 2024, and the related statements of comprehensive income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Pismo Coast Village, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Pismo Coast Village, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition – Refer to note 2 to the financial statements
Critical Audit Matter Description
The Company derives revenue from three revenue streams which include (i) resort operations which include RV camping site rentals, storage and towing, and other ancillary services, (ii) retail operations, and (iii) property leasing.
The Company recognizes revenue for the first revenue stream at a point in time as site rentals occur and services are provided. The Company recognizes revenue for the second revenue stream at a point in time when control of goods is transferred to the customer. The Company recognizes revenue for the third revenue stream over time based on the signed contract terms.
20
In determining revenue recognition for these customer agreements, the Company performs the following five steps: (i) identify the contract with customer (ii) identify the performance obligation in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when the Company satisfies a performance obligation.
We identified revenue recognition as a critical audit matter due to the significant impact revenue has on the operations of the Company. The nature of how revenue is recorded is not overly complex, however since the resort collects deposits up to six months in advance, there are monthly entries management must record to appropriately record deferred revenue (customer deposits) and then the subsequent recognition of revenue over the appropriate period of time. This required a high degree of auditor judgment and effort in performing procedures to evaluate the accuracy of both revenue and customer deposits.
How the Critical Audit Matter Was Addressed in the Audit
Our principal audit procedures related to the Company’s revenue recognition for these revenue streams included the following:
- Resort Operations
- We performed a walkthrough to test the design effectiveness and implementation of internal controls with respect to the revenue and cash receipts cycle.
- We selected a sample of resort reservations, monthly and annual storage agreements, towing invoices, and other ancillary service agreements and performed the following procedures:
- Obtained and inspected a sample of reservation agreements or invoices for each selection;
- Obtained an understanding of the performance obligation associated with the reservations or invoices;
- Tested the revenue amounts for each reservation or invoice, which was represented by daily, or service rate by tracing reservation details including revenues from the sales journals to reservation information within the reservation booking systems;
- Determined that the allocation of the service was allocated to a single performance obligation;
- Tested the appropriateness of the revenue recognized within the terms of the reservation by tracing daily revenues for the applicable rates by service dated to revenues recorded in the ledger for the period; and
- Tested cash receipts by performing analytical procedures related to proof of cash over revenues.
- We tested the mathematical accuracy of management’s schedule of customer deposits (deferred revenue) and resort revenue to determine that the timing of revenue recognized in the financial statements was appropriate.
- Retail Operations
- We performed a walkthrough to test the design effectiveness and implementation of internal controls with respect to the Company’s revenue and cash receipts cycle.
- We selected a sample of retail sales transactions and performed the following procedures:
- Obtained daily sales reports listing revenue by retail area (grocery, apparel, etc.).
- Tested the daily retail area level amounts by reconciling the amounts recorded from the total daily sales reports to the general ledger for each period related to the sample selected.
- Determined that the allocation of the transaction was to a single performance obligation.
- Tested cash receipts by performing analytical procedures related to proof of cash over revenues.
- We tested the mathematical accuracy of management’s schedule of retail revenue.
- Property Leasing
- We performed a walkthrough to test the design effectiveness and implementation of internal controls with respect to the Company’s revenue and cash receipts cycle.
- We selected a sample of customer lease agreements and performed the following procedures:
- Obtained and inspected a copy of the contract for each selection as well as any amendments;
- We obtained an understanding of the performance obligations associated with the Company’s revenue contract;
- Tested the transaction amounts recorded by agreeing the details within the lease contract to an exhibit of recorded lease revenue, recalculating the monthly lease revenue and reconciling the revenue to the general ledger;
- Determined that the allocation of the transaction price was to a single performance obligation; and
- Tested the appropriateness of recognized revenue within the terms of the contract by determining whether revenue was recognized ratably over the term of the lease.
- Tested cash receipts by performing analytical procedures related to proof of cash over revenues.
- We tested the mathematical accuracy of management’s schedule of space lease revenue and the associated timing of revenue recognized in the financial statements.
/s/
We have served as Pismo Coast Village's auditor since 2024.
December 18, 2025
PCAOB ID Number
21
Pismo Coast Village, Inc.
Balance Sheets
as of September 30, 2025 and 2024
| September 30, | ||||||||||
| 2025 | 2024 | |||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Cash reserved for capital improvements | ||||||||||
| and deferred maintenance | ||||||||||
| Investments | ||||||||||
| Accounts receivable, net of allowance for credit | ||||||||||
| losses of $ |
||||||||||
| Inventories, net | ||||||||||
| Prepaid income taxes | ||||||||||
| Prepaid expenses | ||||||||||
| Total current assets | ||||||||||
| Property and equipment, net | ||||||||||
| Total assets | $ | $ | ||||||||
| Liabilities and Stockholders' Equity | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||||
| Accrued wages and related | ||||||||||
| Customer deposits | ||||||||||
| Notes payable | ||||||||||
| Current portion of operating lease obligation | ||||||||||
| Current portion of finance lease obligations | ||||||||||
| Total current liabilities | ||||||||||
| Long-term liabilities | ||||||||||
| Deferred income taxes | ||||||||||
| Building security deposits | ||||||||||
| Operating lease obligation, net of current portion | ||||||||||
| Finance lease obligations, net of current portion | ||||||||||
| Total liabilities | ||||||||||
| Stockholders' equity | ||||||||||
| Common stock - |
||||||||||
| Retained earnings | ||||||||||
| Accumulated other comprehensive income | ||||||||||
| Total stockholders' equity | ||||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||||
The accompanying notes are an integral part of these financial statements.
22
Pismo Coast Village, Inc.
Statements of Comprehensive Income
for the years ended September 30, 2025 and 2024
| Year ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Resort operations | $ | $ | ||||||
| Retail operations | ||||||||
| Property lease income | ||||||||
| Total revenue | ||||||||
| Cost and expenses | ||||||||
| Operating expenses | ||||||||
| Cost of goods sold | ||||||||
| Depreciation and amortization | ||||||||
| Total cost and expenses | ||||||||
| Income from operations | ||||||||
| Other income and expense, net | ||||||||
| Income before provision for income tax | ||||||||
| Income tax provision | ||||||||
| Net income | $ | $ | ||||||
| Weighted average shares (basic and diluted) | ||||||||
| Net income per share (basic and diluted) | $ | $ | ||||||
| Net income | $ | $ | ||||||
| Other comprehensive income (loss) | ||||||||
| Change in unearned gain on investments | ( |
) | ( |
) | ||||
| Comprehensive income | $ | $ | ||||||
| Total comprehensive income per share | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
23
Pismo Coast Village, Inc.
Statements of Changes in Stockholders' Equity
for the years ended September 30, 2025 and 2024
| Accumulated | |||||||||||||||
| Other | |||||||||||||||
| Common Stock | Retained | Comprehensive | |||||||||||||
| Shares | Amount | Earnings | Income (Loss) | Total | |||||||||||
| Balance - September 30, 2023 | $ | $ | $ | $ | |||||||||||
| Cumulative change due to adoption of ASU 2016-13 (Note 2) | - | - | ( |
) | - | ( |
) | ||||||||
| Net income | - | - | - | ||||||||||||
| Other comprehensive income (loss) | - | - | - | ( |
) | ( |
) | ||||||||
| Balance - September 30, 2024 | $ | $ | $ | $ | |||||||||||
| Net income | - | - | - | ||||||||||||
| Other comprehensive income (loss) | - | - | - | ( |
) | ( |
) | ||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | |||||||||||
The accompanying notes are an integral part of these financial statements.
24
Pismo Coast Village, Inc.
Statements of Cash Flows
for the years ended September 30, 2025 and 2024
| Year ended September 30, | ||||||||||||
| 2025 | 2024 | |||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income | $ | $ | ||||||||||
| Adjustments to reconcile net income to net cash | ||||||||||||
| provided by operating activities: | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Deferred income tax expense | ||||||||||||
| Amortization of operating lease right-of-use asset | ||||||||||||
| Other non-cash expenses | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( |
) | ||||||||||
| Inventories | ||||||||||||
| Prepaid income taxes | ( |
) | ||||||||||
| Prepaid expenses | ( |
) | ||||||||||
| Accounts payable and accrued liabilities | ||||||||||||
| Accrued wages and related | ( |
) | ( |
) | ||||||||
| Customer deposits | ||||||||||||
| Operating lease liability | ( |
) | ( |
) | ||||||||
| Net cash provided by operating activities | ||||||||||||
| Cash flows from investing activities | ||||||||||||
| Capital expenditures | ( |
) | ( |
) | ||||||||
| Redemption (purchase) of investments, net | ( |
) | ||||||||||
| Net cash provided by (used in) investing activities | ( |
) | ||||||||||
| Cash flows from financing activities | ||||||||||||
| Principal payments on finance lease obligations | ( |
) | ( |
) | ||||||||
| Principal payments on notes payable | ( |
) | ||||||||||
| Net cash used in financing activities | ( |
) | ( |
) | ||||||||
| Net increase in cash and cash equivalents | ||||||||||||
| Cash and cash equivalents - beginning of period | ||||||||||||
| Cash and cash equivalents - end of period | $ | $ | ||||||||||
| Reconciliation of Cash and Cash Equivalents Per Balance Sheets: | ||||||||||||
| Cash and equivalents | ||||||||||||
| Cash reserved for capital improvements | ||||||||||||
| Cash and cash equivalents per statement of cash flows | $ | |||||||||||
| Schedule of payments of interest and taxes | ||||||||||||
| Cash paid for income tax | $ | $ | ||||||||||
| Cash paid for interest | $ | $ | ||||||||||
| Supplemental schedule of non-cash investing and financing activities | ||||||||||||
| Financed annual insurance | $ | $ | ||||||||||
| Assets acquired under finance leases | $ | $ | ||||||||||
The accompanying notes are an integral part of these financial statements.
25
Pismo Coast Village, Inc.
Notes to Financial Statements
September 30, 2025 and 2024
Note 1: Nature of Business and Basis of Presentation
Pismo Coast Village, Inc. (the "Company") owns and manages a recreational vehicle ("RV") camping resort. Its revenue streams originate primarily from camping site rentals, recreational vehicle storage, tow services, and retail sales through a general store. Its business is seasonal in nature with the fourth quarter, the summer, being its busiest quarter.
Basis of Presentation
The accompanying Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). The Company qualifies as a "smaller reporting company" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, and, as such, may take advantage of specified reduced reporting requirements and deferred accounting standards adoption dates, and is relieved of other significant requirements that are otherwise generally applicable to other public companies.
The Company operates in one reporting unit and one operating segment, as an RV resort. We determine our operating segment considering our overall management structure, how forecasts are approved, how executive compensation is determined, as well as how our board of directors, who represent our chief operating decision maker (“CODM”), regularly review our operating results, assess performance, allocate resources, and make decisions regarding the Company's operations.
Seasonality
The Company's business is seasonal in nature with the three months ending September 30, the summer, being its busiest quarter, as illustrated by the following table which depicts quarterly revenue and income (loss) from operations for the past eleven quarters:
| Revenue for the three months ended | |||||||||
| 2025 | 2024 | 2023 | |||||||
| March 31 | $ | $ | $ | ||||||
| June 30 | $ | $ | $ | ||||||
| September 30 | $ | $ | $ | ||||||
| December 31 | $ | $ | |||||||
| Paid Occupancy for the three months ended | |||||||||
| 2025 | 2024 | 2023 | |||||||
| March 31 | |||||||||
| June 30 | |||||||||
| September 30 | |||||||||
| December 31 | |||||||||
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect certain reported amounts and disclosures. We base our estimates on both positive and negative evidence, historical experience and information available to us at the time these estimates are made. Examples of such estimates include estimates of the useful life of long-lived assets, assessments of long-lived asset impairments and allowances for credit losses. Actual results could differ materially from these estimates.
Note 2: Significant Accounting Policies
Revenue from Contracts with Customers
The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606, which requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services.
The Company's revenue primarily consists of RV camping site rentals, RV storage fees, RV towing services, retail sales through the general store, and rent payments under property leases. Revenue is recognized as performance obligations are satisfied in each of its revenue streams, as follows:
- RV camping site rentals are recognized daily at the rate paid by the guest for each day that a guest occupies the RV camp site,
- RV storage fees are recognized ratably over the time-period that the RV is stored, based upon the monthly rate paid for the storage,
- RV towing services are considered distinct from RV storage and are recognized at the rate paid for each tow when trailers are towed,
- Retail store and RV part sales are recognized at the price paid when goods are delivered to the guest, and
- Other ancillary services, such as fees for recreation activities, are purchased independently at standalone selling prices and are considered separate performance obligations, which are recognized as revenue when the related good or service is provided to the resort guest.
The revenue recognition rules under ASC 606 specifically exclude rental revenue. Rent payments under property leases are recognized in accordance with Leases (Topic 842) ("ASC 842".) See further discussion of leases later in this footnote.
Disaggregated Revenue
The following table summarizes disaggregated revenue totals and percentages of total income for the years ended September 30, 2025 and 2024:
| Year ended September 30, | ||||||||||||
| 2025 | 2024 | |||||||||||
| RV camping site rentals | $ | $ | ||||||||||
| RV storage and towing fees | ||||||||||||
| Retail store sales | ||||||||||||
| Property lease income | ||||||||||||
| Other ancillary services | ||||||||||||
| $ | $ | |||||||||||
Customer Deposits
Guests reserving camping sites must pay in advance. In addition, RV storage fees are billed annually or monthly in advance, and tow services are pre-paid when the towing reservation is made.
The Company records a deferred revenue contract liability equal to the amounts that guests pay in advance for site reservations, storage fees and tow services ("Customer deposits"), and then recognizes the revenue when the guest stays at the resort, in the periods when the RV is stored, or in the period when the tow services are completed, respectively. Customer deposits are generally recognized as revenue within twelve months of receipt. The Company does not disclose the value of unsatisfied performance obligations for contracts with an expected length of one year or less.
Cash payments received in advance of guests staying at the resort are refunded to guests if the guest cancels within the specified time-period, before any services are rendered. Due to the nature of the business, the Company's revenue is not significantly impacted by refunds.
As of October 1, 2024 and 2023, the portion of resort operations revenue that was included in customer deposits was $
Tourism Taxes
Sales taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by the Company from a customer to be remitted to the governmental authority, are excluded from revenue.
As of September 30, 2025 and 2024, the Company had $
Allowance for Credit Losses
The Company accounts for credit losses under Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires the Company to recognize an estimate of expected credit losses as an allowance on financial instruments. The Company is exposed to credit losses on storage fees that are billed to customers and maintains allowances for estimated losses resulting from the inability of our customers to make required payments. If a previously billed storage fee is deemed to be uncollectible, it is charged-off against the allowance for credit losses.
The Company's expected loss allowance methodology is developed considering historical collection experience, current and future economic and market conditions, and a review of the current status of customers' receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on an aging of the accounts receivable balances and the financial condition of customers. Estimates may change based on changing circumstances, including changes in the economy or in the circumstances of individual customers. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.
The Allowance for credit losses at September 30, 2025 and 2024 totaled $
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2025 and 2024, the Company had $
Cash Reserved for Capital Improvements and Deferred Maintenance
The Company keeps separate funds reserved for capital improvements and deferred maintenance. Historically, the Company has not carried a high amount of debt. This separate reserve is kept in order to self-finance major capital improvements and to have cash available if needed.
Concentration of Credit Risk
The Company maintains its cash at several commercial banks in the United States and has significantly more cash and cash equivalents than would be covered by FDIC insurance with one bank. To ensure that cash remains protected by FDIC insurance, the Company has placed its Cash Reserved for Capital Improvements and Deferred Maintenance in a Certificate of Deposit Account Registry Service ("CDARS") account. By using a CDARS account, the Company's large deposits are divided into smaller amounts and placed with multiple FDIC insured banks that are members of the CDARS network. Each member bank issues CDs in amounts under $
The Company keeps day-to-day operating cash with a single bank in a non-CDARS account. Due to large fluctuations in operating cash, there may be times when the amount of operating cash is above the $
Investments
Investments in securities have been classified in the balance sheet according to management's intent, as securities available-for-sale. Available-for-sale securities consist of investment securities not classified as trading securities nor as held-to-maturity securities.
Unrealized holding gains and losses, net of deferred taxes, on available-for-sale securities are reported as a net amount in a separate component of stockholders' equity until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method.
Fair Value Measurements
Our financial assets and liabilities consist principally of cash, cash equivalents, investments, accounts receivable, accounts payable, and rental deposits, and are reported at fair value. Fair value is determined using a three-tier hierarchy, which prioritizes the inputs used to determine fair value.
Level 1: Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
Level 2: Inputs that reflect quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3: Unobservable inputs to the extent that observable inputs are not available for the asset or liability at the measurement date.
The estimated fair value of cash, cash equivalents, accounts receivable, accounts payable and rental deposits approximates their carrying value. The estimated fair value of our investments is based upon quoted market prices using Level 1 input.
The fair value of US treasury instruments as of September 30, 2024 was $
Inventories
Inventories are comprised of products in the general store. Inventories have been valued at the lower of cost or net realizable value on a first-in, first-out basis.
Prepaid Expenses
Prepaid expenses primarily relate to commercial insurance, which is paid annually in advance and is recorded as an expense during the time periods covered by the insurance.
Property and Equipment, net
Property and equipment are recorded at cost, less accumulated depreciation in accordance with ASC 360, Property, Plant and Equipment. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. Depreciation rates are based upon the following estimated useful lives:
| Building and resort improvements | |
| Furniture, fixtures and equipment | |
| Transportation equipment |
Assets under finance lease are amortized over the lesser of the lease term or the useful life of the assets.
Repairs and maintenance are charged to expense as incurred. Costs of significant improvement projects, which extend the useful lives of existing property or equipment are capitalized and depreciated over the remaining estimated useful life of the asset. The cost of assets sold or retired, along with the related accumulated depreciation, are removed from the accounts and any resulting gain or loss is included other income and expense.
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable based upon estimated future cash flows. The process of evaluating impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in estimate resulting from judgments as to future events could occur which would affect the recorded amounts of the property. No impairment losses were recorded for the years ended September 30, 2025 and 2024.
Advertising
Advertising costs are expensed as incurred and are included in operating expenses. Advertising expenses were $
Income Taxes
The Company uses the asset-liability method of computing deferred income taxes in accordance with Accounting Standards Codification 740 ("ASC 740"), which requires, among other things, that the company recognize deferred income tax assets and liabilities based on differences between the financial statement and tax basis of assets and liabilities at the current enacted tax rates. In addition, ASC 740 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. Changes in deferred income tax assets and liabilities are included as a component of income tax expense.
ASC 740 also requires the recognition and measurement of uncertain tax positions based on a "more likely than not" (likelihood greater than 50%) approach. As of September 30, 2025 and 2024, management considered its tax positions and concluded that the Company did not maintain any uncertain tax positions under this approach and, accordingly, all tax positions have been fully recorded in the provision for income taxes.
Tax returns remain subject to examination by the Internal Revenue Service for fiscal years ending on or after September 30, 2020, and by the California Franchise Tax Board for fiscal years ending on or after September 30, 2019.
Comprehensive Income
Comprehensive income is comprised of net income and other comprehensive income. Other comprehensive income consists of unearned gain on investments. Other comprehensive income is recorded as a component of stockholders' equity and is excluded from net income.
Earnings per share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. The computation of diluted net income per share is similar to the computation of basic net income per share except that the weighted-average number of common shares is increased to include the number of additional common shares that would have been outstanding if potential dilutive common shares had been issued. The basic and diluted earnings per share are the same for the fiscal years ended September 30, 2025 and 2024 because the Company had no additional potentially dilutive common shares.
Leases
The Company accounts for leases under ASU 842, which requires the Company to evaluate contracts to determine if they contain a lease, and then classify leases as operating, sales-type or direct finance leases for financial reporting purposes, beginning at the lease commencement date.
The Company has elected to account for short-term leases, those with a lease term of 12 months or less, by recognizing lease payments in profit and loss on a straight-line basis over the term of the lease, and variable lease payments in the period in which the obligation for the payments is incurred.
Lessee
The Company is a lessee in a variety of lease contracts, such as land, transportation vehicles and other equipment. For leases with an initial term greater than 12 months, the Company records a right-of-use ("ROU") asset and a corresponding lease obligation. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease obligations represent the Company's obligation to make fixed lease payments as stipulated by the lease. The present value of lease payments over the term of the leases is included in property and equipment as an ROU asset. Corresponding current and long-term finance lease liabilities represent the present value of lease payments not yet paid.
The Company classifies its leases as either an operating lease or a finance lease based on the principle of whether or not the lease is effectively a financed purchase of the leased asset. For operating leases, the Company recognizes lease expense on a straight-line basis over the term of the lease. For finance leases, the Company recognizes lease expense using the effective interest method, which results in the interest component of each lease payment being recognized as interest expense and the lease ROU asset being amortized to amortization expense using the straight-line method over the term of the lease. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
Maintenance, insurance, and property tax expenses on leased assets are accounted for on an accrual basis as variable lease costs. Variable lease costs are recognized in the period when changes in facts and circumstances on which the variable lease payments are based occur. For more information on the Company's lease arrangements, refer to Note 5 - Finance Leases.
Lessor
The Company has various property leases under which it is the lessor. Upon lease commencement, the Company evaluates these leases to determine if they meet criteria set forth in lease accounting guidance for classification as sales-type leases or direct financing leases, and if a lease meets none of these criteria, the Company classifies the lease as an operating lease.
The Company's property leases are accounted for as operating leases, whereby the underlying asset remains on our balance sheet and is depreciated consistently with other owned assets, with income recognized as it is earned over the term of the lease agreement.
Recently Adopted Accounting Pronouncements
ASU 2016-13 Credit Losses
In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which replaces the incurred loss methodology with an expected loss methodology and requires companies to estimate expected credit losses based upon forward-looking information. The Company adopted ASU 2016-13 during its fiscal year ended September 30, 2024 on a modified retrospective basis, and recorded a $
ASU 2023-07 Segment Disclosures
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands segment disclosures for public companies, by requiring public companies to disclose significant segment expenses that are regularly reviewed by the company's chief operating decision maker. The Company has adopted ASU 2023-07 as of September 30, 2025 and has provided retrospective disclosures of additional segment information in Note 10.
Accounting Pronouncements Issued But Not Yet Adopted
ASU 2024-03 Expense Disaggregation
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement -Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation and depreciation. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.
ASU 2023-09 Income Taxes
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 expands income tax disclosures to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements and related disclosures.
Note 3: Balance Sheet Components
Property and equipment
At September 30, 2025 and 2024, property and equipment included the following:
| September 30, | September 30, | |||||
| 2025 | 2024 | |||||
| Land | $ | $ | ||||
| Building and resort improvements | ||||||
| Furniture, fixtures and equipment | ||||||
| Transportation equipment | ||||||
| Operating lease right-of-use asset | ||||||
| Construction in progress | ||||||
| Less accumulated depreciation and amortization | ( |
) | ( |
) | ||
| $ | $ |
Transportation equipment includes assets under finance leases. Refer to Note 5 for additional information.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities include trade payables, tourism taxes payable, property taxes payable, and other liabilities. The following table summarizes the Accounts payable and accrued liabilities as of September 30, 2025 and 2024:
| September 30, | September 30, | |||||
| 2025 | 2024 | |||||
| Trade accounts payable | $ | $ | ||||
| Accrued expenses | ||||||
| Tourism taxes payable | ||||||
| Property taxes payable | ||||||
| Other | ||||||
| $ | $ |
Accrued expenses in the table above relate primarily to accrued utilities and other accrued operating expenses. Other accrued liabilities in the table above relate primarily to unclaimed property and gift certificates.
Accrued Wages and Related
Accrued wages and related are primarily related to the Company's annual bonus and employee vacation liabilities.
Note 4: Financing Transactions
Insurance Financing
During July 2024, the Company entered into an agreement to finance a portion of its 2024-25 commercial insurance premiums. The amount financed totaled $
Line of Credit
The Company has a revolving line of credit with Pacific Premier Bank for $
Note 5: Leases
The Company has both finance and operating leases. Finance leases are primarily for transportation equipment and are generally 60-84 months in duration with maturities through September 2031. The Company's one operating lease is for a storage lot and has a maturity date in 2026.
The following table summarizes the future minimum payments under lease liabilities as of September 30, 2025.
| For the Fiscal Year Ending September 30, | Finance Leases | Operating Lease | ||||
| 2026 | $ | $ | ||||
| 2027 | $ | |||||
| 2028 | ||||||
| 2029 | ||||||
| 2030 | ||||||
| Thereafter | ||||||
| Total future minimum payments | ||||||
| Less amount representing interest | ( |
) | ( |
) | ||
| Total lease obligations | ||||||
| Less current portion of lease obligations | ( |
) | ( |
) | ||
| Lease obligations, net of current portion | $ | $ |
The following table summarizes the components of the lease cost for the years ended September 30, 2025 and 2024, respectively.
| Year ended September 30, | ||||||
| 2025 | 2024 | |||||
| Finance lease cost: | ||||||
| Amortization of right-of-use assets | $ | $ | ||||
| Interest on lease liabilities | ||||||
| Total finance lease cost | $ | $ | ||||
| Operating lease cost | $ | $ | ||||
Supplemental balance sheet information related to leases as of September 30, 2025 and 2024 are as follows.
| September 30, | September 30, | |||||
| 2025 | 2024 | |||||
| Right-of-use assets, gross | $ | $ | ||||
| Accumulated amortization | ( |
) | ( |
) | ||
| Net asset value included in property and equipment, net | $ | $ |
| Weighted-average remaining lease term | ||||||
| Finance leases | ||||||
| Operating lease | ||||||
| Weighted-average discount rate | ||||||
| Finance leases | ||||||
| Operating lease |
Note 6: Property Lease Income
The Company is the lessor on various property leases, which currently represent approximately $
| For the Fiscal Year Ending September 30, | |||
| 2026 | $ | ||
| 2027 | |||
| 2028 | |||
| 2029 | |||
| 2030 | |||
| Thereafter | |||
| $ | |||
Note 7: Common Stock
Each share of stock is intended to provide the shareholder with free use of the resort for a maximum of
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 8: Income Taxes
The Company's income before income taxes was $
| September 30, | ||||||
| 2025 | 2024 | |||||
| Current: | ||||||
| Federal | $ | $ | ||||
| State | ||||||
| Deferred: | ||||||
| Federal | ||||||
| State | ( |
) | ||||
| Total | $ | $ | ||||
The provision for income taxes differs from the amount of income tax computed by applying the federal statutory income tax rate to income before income taxes is a result of the following differences:
| Year ended September 30 | ||||||||||
| 2025 | 2024 | |||||||||
| Statutory federal tax rate |
|
|||||||||
| Non-deductible costs of shareholder usage | ||||||||||
| Provision to return adjustment | ( |
) | - |
( |
) | |||||
| Impact of state taxes, net | ||||||||||
| Total | $ | $ | ||||||||
At September 30, 2025 and 2024, the deferred income tax liabilities consisted of the following:
| Year ended September 30 | ||||||
| 2025 | 2024 | |||||
| Deferred tax assets (liabilities): | ||||||
| Federal | ( |
) | ( |
) | ||
| State | ( |
) | ( |
) | ||
| Total | $ | ( |
) | $ | ( |
) |
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The majority of the balance is due to timing differences of depreciation expense, caused by the use of accelerated depreciation methods for tax calculations.
At September 30, 2025 and 2024, a summary of the significant components of the deferred tax assets and liabilities are as follows:
| Year ended September 30 | ||||||
| 2025 | 2024 | |||||
| Depreciation | $ | ( |
) | $ | ( |
) |
| Right-of-use asset | ( |
) | ||||
| Lease liability | ( |
) | ||||
| Vacation accrual | ||||||
| Allowances | ||||||
| State taxes | ||||||
| $ | ( |
) | $ | ( |
) | |
The Company has reviewed the impact of the "One Big Beautiful Bill Act" that was enacted on July 4, 2025. Based upon our review, we do not expect that this new law will have a material impact on the financial statements.
The Company has reviewed its tax positions and determined that no material uncertain tax positions exist for any of the reporting periods presented in these finacial statements. Accordingly, no liability for unrecognized tax benefits has been recorded in the accompanying balance sheets.
There were no net operating loss or tax credit carryforwards for the years ended September 30, 2025 or 2024 for federal or state. The Company has no open tax audits with any taxing authority as of September 30, 2025.
Note 9: Employee Retirement Plans
The Company is the sponsor of a 401(k) profit sharing pension plan, which covers substantially all full-time employees. Employer contributions are discretionary and are determined on an annual basis. The Company's matching portion of the 401(k) safe harbor plan was $
Note 10: Segment Disclosures
The Company’s single reportable segment derives revenues from customers as summarized at Note 2, “Revenue from Contracts with Customers.”
The accounting policies of the Company’s single reporting segment are described in the summary of significant accounting policies herein.
The CODM assesses performance, establishes management compensation and decides how to allocate resources for the single reporting segment, primarily by monitoring actual results compared to the annual planned budget, based on revenues, income from operations and net income as reported in the Statements of Comprehensive Income.
The significant expenses reviewed by the CODM are employee, resort and general and administrative expenses that make up operating expenses; cost of goods sold, and non-cash depreciation and amortization expense, as presented in the Statements of Comprehensive Income. Specifically, employee labor and related taxes and benefits, utility costs, professional accounting services, business insurance, and credit card transaction fees within operating expenses are significant within the reporting segment.
Note 11: Subsequent Events
Events subsequent to September 30, 2025 have been evaluated through December 18, 2025, which is the date the financial statements were issued. Management did not identify any subsequent events that required adjustment or disclosure in the financial statements.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On August 9, 2024, Brown Armstrong Accountancy Corporation declined to stand for re-appointment as the independent registered public accounting firm for the Company effective September 30, 2024. The decision was not the result of any disagreement between the Company and Brown Armstrong Accountancy Corporation on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The reports of Brown Armstrong on the Company's financial statements for the fiscal years ended September 30, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's financial statements for the fiscal years ended September 30, 2023 and 2022, and in the subsequent interim period through August 9, 2024, there were no disagreements with Brown Armstrong on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Brown Armstrong, would have caused Brown Armstrong to make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended September 30, 2023 and 2022, or in the subsequent period through August 9, 2024.
Following Brown Armstrong's resignation, the Audit Committee of the Board of Directors of the Company approved the appointment of Marcum LLP as the Company's new independent registered public accounting firm for the fiscal year ending September 30, 2024. However, on November 1, 2024, CBIZ Inc. acquired Marcum LLP. CompuData Inc., a wholly owned subsidiary of CBIZ, Inc., performed Managed IT services for the Company throughout the fiscal year ended September 30, 2024. Because CBIZ Inc. now owns both Marcum LLP and CompuData Inc., Marcum LLP ceased to be independent of the Company when the acquisition closed on November 1, 2024.
Accordingly, on November 15, 2024, Marcum LLP resigned as the independent registered public accounting firm for the Company, effective immediately. The decision was not the result of any disagreement between the Company and Marcum LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Marcum LLP did not issue reports on any years of the Company's financial statements.
Following Marcum's resignation, on November 15, 2024, the Committee approved the appointment of WithumSmith+Brown, PC as the Company's new independent registered public accounting firm for the fiscal year ended September 30, 2024.
During the two most recent fiscal years and in the subsequent interim period through November 15, 2024, neither the Company, nor anyone on its behalf, has consulted with WithumSmith+Brown, PC with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company's financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
39
ITEM 9A. CONTROLS AND PROCEDURES.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is 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 is 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 accounting principles generally accepted in the United States of America. Our ICFR is expected to include 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 the 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.
As of September 30, 2025, management with the participation of our CEO, Acting General Manager and CFO, 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 our disclosure controls and procedures were not effective during periods covered by this report (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
MATERIAL WEAKNESS
In connection with our management's assessment of controls over financial reporting during the years ended September 30, 2025 and 2024, we identified a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness that we identified is that we did not have sufficient qualified internal resources related to internal controls over financial reporting. To address this material weakness, we have evaluated our ongoing staffing requirements. During November 2025 we appointed a new accounting manager and in September 2024 we retained an experienced part-time controller consultant who has been responsible for reviewing our internal control processes. As of September 30, 2025, we conclude that we have not sufficiently remediated this control deficiency because the additional personnel had not been hired.
40
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. The management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only the management's report in this Annual Report on Form 10-K.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Except for the remediation efforts described above, there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
No disclosure is required under this item.
41
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Directors
The Company's Directors were chosen at the Shareholders' Continuance Meeting held May 17, 2025. 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.
| JUSTIN ANDREWS, Director | Aged 44 |
Justin is an accomplished public-sector leader serving as a Prison Industry Administrator at CALPIA, a division of the California Department of Corrections and Rehabilitation (CDCR). Mr. Andrews manages a $20 million budget, oversees a staff of 85, and leads more than 400 incarcerated individuals participating in CALPIA programs. With 11 years of CALPIA experience, Mr. Andrews specializes in production enterprises, staffing, human resources, Equal Employment Opportunity (EEO), and Employee Relations Office matters (ERO). Previously, Mr. Andrews held hospitality management roles with Hyatt and Hilton Hotels, where he led facilities and maintenance operations. Mr. Andrews has served on the Board of Directors since May 2025, currently serving on the Personnel and Compensation/Benefits, Capital Assets and Acquisitions, and Environmental, Health and Safety Advisory Committees.
| DAVID BESSOM, Director | Aged 77 |
David Bessom attended Bakersfield Jr. College in Bakersfield, CA, receiving an Associate in Arts degree in 1968. That Summer he started working for the Santa Fe Railroad as a brakeman, and in the Fall started attending San Jose State College. He received a Bachelor of Arts degree in 1970 while continuing to work in the railroad industry. Mr. Bessom was employed with the Santa Fe Railroad for 42 years, of which approximately 14 years of that time he was as a full-time elected representative for the Conductors, Brakeman and Yardman for the states of California, Arizona and New Mexico. He retired in the Fall of 2008. Mr. Bessom has served on the Board of Directors since November 2017, currently serving on the Environmental, Health and Safety Advisory, Nominating, and Natural Disaster Plan (Chair) Committees.
| SAM BLANK, Director | Aged 80 |
Mr. Sam Blank is a respected educator and school administrator with over 30 years of public education leadership. He began his career in 1967 as a middle school teacher and advanced to principal roles, notably at elementary and middle schools within Poway Unified School District, retiring in 2001. Mr. Blank was a principal of schools that received California Distinguished Schools and National Blue-Ribbon Schools’ honors. Mr. Blank holds an Associate, Bachelor’s, Master’s, and Doctoral degrees from Citrus College, CSU Fullerton, Whittier College, and Brigham Young University, respectively, and holds Lifetime California teaching and administrative credentials. He obtained his real estate salesperson license post-retirement and was affiliated with Coldwell Banker Realty (2001–2023). Mr. Blank has served on the Board of directors since 2016. He is currently the Chair of the Environmental, Health and Safety Advisory Committee and a member of the Finance and Nominating Committees. He has served previously on the Operations and Audit Committees.
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| BARBARA BOSWELL, Director | Aged 65 |
Ms. Barbara Boswell holds a Master of Public Administration degree from California State University, Dominguez Hills, and a bachelor's degree in business administration, with an emphasis in accounting, from Woodbury University. In 2016 she retired from the City of Lancaster where she was Finance Director/City Treasurer from 2004 to 2016, and established Bayshore Consulting Group, Inc. As a partner in Bayshore, Ms. Boswell provides energy consulting services to cities throughout California. Prior to her tenure at Lancaster, she was employed from 1991 to 2004 as Accounting Manager with the City of Santa Clarita. Ms. Boswell has been a member of the Board of Directors since 2023 and is currently serving on the Audit and Finance Committees.
| DEON BOZZO, Director | Aged 69 |
Ms. Deon K. Bozzo has over 40 years of experience across financial, construction, and risk management sectors. She spent two decades in finance, advancing to Assistant Vice President of Consumer Lending. She worked for over 25 years in risk management and Environmental Health & Safety with Bechtel Engineering and Arrow Construction, overseeing compliance and managing General Liability, Workers’ Compensation, and Auto Liability programs. As an OSHA Outreach Instructor-Trainer for over 25 years, Ms. Bozzo continues to provide state and federal training on workplace hazard recognition, safety compliance, and regulatory standards. She has served on the boards of Meredith Fish Company in Sacramento (Family Business) and Pismo Coast Village (since 2023). Ms. Bozzo currently serves on the Environmental, Health and Safety Advisory, Finance, Natural Disaster Plan and Operations Committees.
| HARRY BUCHAKLIAN, Director | Aged 93 |
Harry Buchaklian served in the US Army where he was assigned to S-2 Army Intelligence while stationed in Okinawa. Upon receiving his Honorable discharge, he returned back to college to graduate with a B.A. degree from California State University of Fresno. He pursued Industrial Arts, and a Secondary Level Teaching Credential in Laboratory Electronics and Small Engine Repair. Mr. Buchaklian’s career included employment as an Assistant Manager with Western Auto Stores, Electronics Instructor at Fresno Technical College, and as a Manager at Sears Roebuck where he managed the Television Repair Department, High Tech Center, and Mechanical Shop. He retired from Sears Roebuck in 1994. He had 34 technicians under him. Mr. Buchaklian served on the Board from March 1981 to January 1992 and again from September 1995 to the present. He served one year as Executive Vice President and as Chairman of the Policy Committee. He is currently serving on the Audit, Environmental, Health and Safety Advisory, and Capital Assets and Acquisitions Committees.
| CHRIS BUMP, Director | Aged 54 |
Mr. Chris Bump holds a B.A. degree from University of California, Davis in Political Science, with emphasis on Public Administration. He retired in 2022 following a 30-year career for CAL FIRE, serving last as Assistant Chief, Operations. Currently, he serves as a managing member of his third-generation family storage facility in the Central Valley. Mr. Bump joined the Board in May 2025 and currently serves on the Operations, Natural Disaster Plan and Capital Assets and Acquisitions Committees.
| SUZANNE M. COLVIN, Director, Vice President - Finance & Chief Financial Officer | Aged 61 |
Ms. Colvin has over 25 years of financial leadership experience in rapidly growing, global, industry-leading technology companies, both public and private. She is currently Chief Financial Officer at PLACE Inc., a full- service real estate and technology platform. Previously, she was CFO of Egnyte, an industry leading software as a service company that provides content security and governance, and she was CFO at Napster (NASDAQ: NAPS), the first digital music subscription service. Ms. Colvin began her career as an independent auditor at Price Waterhouse, is a Certified Public Accountant and has a bachelor's degree in business with a concentration in Accounting from Cal Poly San Luis Obispo. Ms. Colvin lives in San Jose, California and has been a Pismo Coast Village shareholder since 2003. Ms. Colvin has been a member of the Board of Directors since 2022 and is currently serving as Chief Financial Officer and Vice President - Finance, Chair of the Finance Committee and a member of the Executive and Personnel and Compensation/Benefits Committees.
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| KIM DOUGHERTY, Director | Aged 64 |
Ms. Kim Dougherty holds a bachelor's degree in Humanities from Chapman University (1984). She previously worked for the City of Newport Beach and the Newport Harbor Chamber of Commerce, where she created recreational classes, planned extensive city-wide special events, and served as an Executive Secretary. After taking time off to be a full-time mom, she founded a successful tutoring business serving home-schooled and public-school children. She has served on the board since 2024 and currently serves on the Finance, Operations, and Natural Disaster Plan Committees.
| RODNEY ENNS, Director & Vice President - Operations | Aged 72 |
Rodney Enns has a B.S. degree 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 Enterprises Limited, an incorporated poultry enterprise, from 1975 to 1995. Mr. Enns then worked as an electrical engineer at Voltage Multipliers, Inc., and was promoted to senior engineer before leaving in August 2005. He taught high school mathematics and engineering for 17 years and retired in 2022. He has been a member of the Board of Directors since November 2007. Rodney is Vice President – Operations, and currently serving on the Executive, Operations (Chair) and Personnel and Compensation/Benefits Committees.
| TERRIS HUGHES, Director | Aged 76 |
Terris (Terry) Hughes holds an A.A. degree from Bakersfield Junior College in California in police science. He was employed by Belridge Shell Oil for twenty-three years, from 1973 to 1997, holding the position of senior training technician for the last ten years of that time. He was 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 were to serve as a behavior base safety advisor and provide safety training to Aera Energy LLC employees. He retired from Aera Energy LLC on December 31, 2014. Mr. Hughes then opened his own business entitled Saf-T-Treasures and travels the country providing safety and motivational presentations to employees of various industries. He has been a member of the Board since January 1996, has served one year as Vice President – Policy, three years as Executive Vice President, and five years as President. He is currently serving as Ex Officio. He is also on the Executive Committee, Personnel and Compensation/Benefits, and Nominating Committees.
| MARCUS JOHNSON, Director | Aged 72 |
Mr. Marc Johnson has an A.A. from Reedley College, a B.A. from Fresno State and an M.A from Fresno Pacific University. Mr. Johnson (Marc) has spent his entire career as an educator in the Central Valley of California. He taught for sixteen years, then spent the next twenty-one years in leadership roles, retiring in 2013 from the Sanger Unified School District, where he spent twelve of those years as Superintendent. Currently, he serves as the Executive Director of Fresno Compact, a non-profit, in Fresno, California. Mr. Johnson is a published author and consults with schools and districts nationally. Mr. Johnson has been a member of the Board since November 2018 and is currently serving on the Environmental, Health and Safety Advisory, Nominating, Natural Disaster Plan, and Audit (Chairman) Committees.
| KAREN KING, Director & Executive Vice President | Aged 67 |
Ms. Karen King retired following a 25-year career in financial services, focusing on support for Capital Markets Securitization trading activities. She currently works as a travel consultant, curating individual and group travel. Ms. King has served on the Pismo Coast Village Board of Directors since 2016. As the Executive Vice President of the Board, she is currently serving on the Executive Committee and as Chair of the Personnel and Compensation/Benefits Committee.
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| REBECCA MOORE, Director & Vice President - Secretary | Aged 59 |
Ms. Rebecca Moore was employed by the Joshua Tree Girl Scout Council as the Executive Secretary from 1987 through 1992. After taking some time off to be with her children, in 1994 she was hired as the part time receptionist of the Kern County Local Agency Formation Commission. Ms. Moore worked her way up through the organization as the Clerk, Analyst, Deputy Executive Officer, and finally Executive Officer. In these positions, she worked closely with her Commission as well as county, city, and special district officials. Although officially retired, Ms. Moore continues to work on special projects for Kern LAFCo, on an as needed basis. Ms. Moore has served on The Board of Directors since 2024. Currently she is serving as Vice President – Secretary on the Executive Committee and also serves on the Environmental, Health and Safety Advisory and Capital Assets and Acquisitions Committees.
| RONALD NUNLIST, Director | Aged 86 |
Mr. Ronald Nunlist was employed in the oil business for over 36 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 served as a planning commissioner for the City of Shafter from 2006 to 2022. He has been a member of the Board since January 1986, serving ten years as President from 1992 to 1997 and again from 2011 to 2016. He served ten years as Vice President—Operations. Mr. Nunlist was appointed Chair of the Nominating Committee in 2022, a post he currently holds. He is the Chairman of the Capital Assets and Acquisitions Committee. Mr. Nunlist is on the Executive and Personnel and Compensation/Benefits Committees, except while serving as Acting General Manager from September 20, 2025 to November 10, 2025.
| GEORGE PAPPI, Director, President & Chief Executive Officer | Aged 63 |
Mr. George Pappi currently serves as Board President and Chief Executive Officer of Pismo Coast Village RV Resort. He has over 30 years of insurance, and claims experience, including his current role as Property Major Case General Adjuster for The Hartford Insurance. His background spans property and bodily injury claims, fire and casualty with extensive construction expertise, office management, risk management, and commercial insurance. He graduated from Cal Poly Pomona with a B.S. in Management and Human Resources. Mr. Pappi has been a member of the Board of Directors since January 2004, and served six years as Vice President - Secretary, prior to his current position as President and CEO, serving as Chair on the Executive Committee and part of the Personnel and Compensation/Benefits Committee.
| DWIGHT PLUMLEY, Director | Aged 72 |
Dwight Plumley attended the College of the Sequoias in California, 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 has been a member of the Board of Directors since January 2010 and served seven years as Vice President – Operations. He is currently serving on the Audit, Finance & Operations Committees.
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| GARY WILLEMS, Director | Aged 71 |
Mr. Gary Willems holds a B.A. degree in music education and a California life teaching credential from Fresno Pacific University, as well as a professional clear administrative services credential. Mr. Willems started teaching in 1977 and was a Band Director for thirty years in the Dinuba/Reedley area. He was also Head Marching Band Director of the Reedley High School Band from 1985 to 2007. In 2007, he moved into school administration where he was employed as the Visual and Performing Arts Coordinator and the Administrator of the Dunlap Leadership Academy Charter School (an on-line high school) at Kings Canyon Unified School District. In 2014, Mr. Willems retired from education. Mr. Willems has served on the Board of Directors since January 2001 and served three years as Vice President - Secretary. He is currently serving on the Nominating and Operations Committees.
FAMILY RELATIONSHIPS
There are no familial relationships between the Directors nor between the Directors and the Officers.
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.
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.
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, Inc. 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.
CODE OF ETHICS
The Board has adopted a Code of Ethics that applies to all employees and directors, including our principal executive officer, principal financial officer and other executive officers. A copy of our Code of Ethics is available on our website, www.pismocoastvillage.com under Shareholders and Financials.
Information on or accessible through our website is not incorporated by reference in this Annual Report. If we make any substantive amendment to a provision of our Code of Ethics that applies to, or grant any waiver from a provision of our Code of Ethics to, our principal executive officer, principal financial officer or other executive officers, we will promptly disclose the date and nature of the amendment or waiver (including the name of the person to whom the waiver was granted) on our website in accordance with the requirements of Item 5.05 of Current Report on Form 8-K.
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ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information regarding compensation awarded, paid to, or earned by the General Manager of Pismo Coast Village, Inc. for years ended September 30, 2025 and 2024. No other person who is currently an executive officer of Pismo Coast Village, Inc. earned a salary and bonus compensation exceeding $100,000 during any of those years.
| SUMMARY COMPENSATION TABLE | |||||||||||||||||||||||||
| Name and Principal Position |
Fiscal Year |
Salary $ |
Bonus $ |
Stock Award $ |
Option Awards $ |
Non-Equity Incentive Plan Compensation $ |
Non-Qualified Deferred Plan Compensation $ |
All Other Compensation $ |
Total $ |
||||||||||||||||
| Charles Amian Assistant Secretary/ General Manager |
2025 | $ | 186,000 | - | - | - | - | - | 12,000 | 1 | 198,000 | ||||||||||||||
| 2024 | $ | 154,000 | 2 | 48,000 | - | - | - | - | - | 202,000 | |||||||||||||||
| Lesley Marr Assistant Secretary/ General Manager |
2024 | $ | 78,000 | - | - | - | - | - | 55,000 | 3 | 133,000 | ||||||||||||||
¹ Mr. Amian received $12,000 in employer contributions to the Company-sponsored 401(k) retirement plan.
² Represents 4.5 months of Mr. Amian's $180,000 annual salary as general manager, plus 8 months at Mr. Amian's former salary.
³ Ms. Marr received a severance payment of $45,000, which was the equivalent of three months of base compensation. More information is available on the Company's Form 8-K dated February 17, 2024.
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
No person owns beneficially of record more than 5% of the Company's securities.
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SECURITY OWNERSHIP OF MANAGEMENT.
The following table sets forth information concerning the ownership of the Company's Common Stock as of December 1, 2025, by each director and by all directors and executive officers as a group.
Unless otherwise specified, the address of each beneficial owner is 165 South Dolliver, Pismo Beach, CA 93449.
| BOARD MEMBER | NUMBER OF SHARES* | PERCENT OF CLASS |
| Justin Andrews | 1 Share | 0.056% |
| David Bessom | 1 Share | 0.056% |
| Sam Blank | 1 Share | 0.056% |
| Barbara Boswell | 2 Shares | 0.113% |
| Deon Bozzo | 2 Shares | 0.113% |
| Harry Buchaklian | 1 Share | 0.056% |
| Christopher Bump | 1 Share | 0.056% |
| Suzanne Colvin | 1 Share | 0.056% |
| Kim Dougherty | 2 Shares | 0.113% |
| Rodney Enns | 1 Share | 0.056% |
| Terris Hughes | 1 Share | 0.056% |
| Marcus Johnson | 3 Shares | 0.169% |
| Karen King | 1 Share | 0.056% |
| Rebecca Moore | 3 Shares | 0.169% |
| Ronald Nunlist | 4 Shares | 0.225% |
| George Pappi | 3 Shares | 0.169% |
| Dwight Plumley | 3 Shares | 0.169% |
| Gary Willems | 1 Share | 0.056% |
| All Officers and Directors as a Group | 32 Shares | 1.804% |
* 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.
CHANGES IN CONTROL.
Not applicable.
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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 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
On August 29, 2025, Mr. Charles Amian, General Manager, was terminated in accordance with the terms of his employment agreement, dated April 18, 2024.
After close of fiscal year 2025, the Company has entered into employment agreements with the named executive officer. The material terms of these agreements are summarized as follows:
The Company entered an employment contract with Erik Mund whereby Mr. Mund accepted the position of General Manager of the resort effective November 10, 2025. This contract currently provides for a salary of $160,000, plus health insurance, cost reimbursement, and certain other benefits including an incentive bonus at the direction and convenience of the Company’s Board of Directors based upon year-end fiscal performance each year.
From September 1, 2025 through November 10, 2025, Mr. Ronald Nunlist, a director of the Company, served as Acting General Manager with no contract and without compensation.
OTHER ARRANGEMENTS
During the fiscal years 2025 and 2024, Pismo Coast Village, Inc. 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 expenditure was to Pismo Coast Village, Inc.'s benefit.
CERTAIN BUSINESS RELATIONSHIPS
None.
(1)-(5) INDEBTEDNESS OF MANAGEMENT
None.
TRANSACTIONS WITH PROMOTERS
Not applicable.
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/Benefits Committee members are not considered to be independent.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Fees Billed to the Company in fiscal years 2025 and 2024
Upon approval of the Audit Committee of the Board, during September 2024, Withum was appointed to serve as our independent registered public accounting firm for the fiscal year ended September 30, 2024. Previously, upon approval of the Audit Committee of the Board, during August 2024, Marcum PLLC was appointed to serve as our independent registered public accounting firm for the fiscal year ended September 30, 2024 and conducted a review for the quarter ended June 30, 2024.
The following table discloses the fees that the Company was billed for professional services rendered by its independent public accounting firms, during the fiscal years ended September 30, 2025 and 2024.
| Year ended September 30, | ||||||
| 2025 | 2024 | |||||
| Audit Fees | $ | 242,320 | $ | 78,100 | ||
| Total contractual obligations | $ | 242,320 | $ | 78,100 | ||
Audit Fees. Audit fees represent fees for professional services performed by Withum or Marcum for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with regulatory filings or engagements.
Audit related fees. Neither Withum nor Marcum provided any audit related services to the Company during the fiscal years ended September 30, 2025 or 2024.
Tax fees. Neither Withum nor Marcum provided any tax compliance services to the Company during the fiscal years ended September 30, 2025 or 2024.
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For the fiscal years ended September 30, 2025 and 2024, all audit related services, tax services and other services were pre-approved by the Audit Committee of the Board, which concluded that the provision of such services were compatible with the maintenance of that firm's independence in the conduct of its auditing function.
ITEM 15. EXHIBITS.
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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.
Registrant: PISMO COAST VILLAGE, INC.
| By: |  |
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| /s/ GEORGE PAPPI George Pappi, President and Chairman of the Board |
Date: | December 18, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: |  |
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| /s/ GEORGE PAPPI George Pappi, President and Chairman of the Board |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ SUZANNE M COLVIN Suzanne Colvin, Chief Financial Officer, Vice President - Finance, and Director (principal financial officer and principal accounting officer) |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ KAREN KING Karen King, Executive Vice President and Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ REBECCA A MOORE Rebecca A Moore, Vice President - Secretary and Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ RODNEY ENNS Rodney Enns, Vice President - Operations and Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ JUSTIN ANDREWS Justin Andrews, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ DAVID BESSOM David Bessom, Director |
Date: | December 18, 2025 |
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| By: |  |
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| /s/ SAM BLANK Sam Blank, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ BARBARA BOSWELL Barbar Boswell, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ DEON BOZZO Deon Bozzo, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ HARRY BUCHAKLIAN Harry Buchaklian, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ CHRISTOPHER BUMP Christopher Bump, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ KIM DOUGHERTY Kim Dougherty, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ TERRIS HUGHES Terris Hughes, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ MARCUS JOHNSON Marcus Johnson, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ RONALD NUNLIST Ronald Nunlist, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ DWIGHT PLUMLEY Dwight Plumley, Director |
Date: | December 18, 2025 | |
| By: |  |
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| /s/ GARY WILLEMS Gary Willems, Director |
Date: | December 18, 2025 |
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