<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number 0- 28072
-----
West Coast Entertainment Corporation
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 04-3278751
- --------------------------------------------- -----------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization)
9990 Global Road, Philadelphia, Pennsylvania 19115
- -------------------------------------------- -----
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (215) 677-1000
--------------
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.
Yes No X (not subject to such
---- ----- filing requirements
for the past 90 days)
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at June 1, 1996
----- ---------------------------
<S> <C>
Common Stock, $.01
par value per share 12,020,848
</TABLE>
<PAGE> 2
WEST COAST ENTERTAINMENT CORPORATION
INDEX
Part I. - Financial Information Page No.
Consolidated Balance Sheets -
As of April 30, 1996 and January 31, 1996 3
Consolidated Statements of Operations -
First Quarter Ended April 30, 1996 and April 30, 1995 4
Consolidated Statements of Cash Flows -
First Quarter Ended April 30, 1996 and April 30, 1995 5
Notes to Consolidated Financial Statements 6-7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-12
Part II. - Other Information 13-14
-2-
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEST COAST ENTERTAINMENT CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands, except for par value)
<TABLE>
<CAPTION>
APRIL 30, JANUARY 31,
1996 1996
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $207 $611
Accounts receivable 1,064 1,085
Merchandise inventory 538 504
Prepaid expenses and other current assets 40 151
------- -------
Total current assets 1,849 2,351
Videocassette rental inventory, net of amortization 1,693 1,509
Furnishings, equipment and leasehold improvements, net 1,164 1,235
Other assets 6,871 4,258
Intangible assets, net of accumulated amortization 6,834 6,967
Deferred tax asset 195 195
------- -------
Total assets $18,606 $16,515
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt $2,091 $2,091
Accounts payable 1,597 1,327
Accrued expenses and other liabilities 5,971 4,686
Income taxes 798 760
Advances from shareholders 0 7
------- -------
Total current liabilities 10,457 8,871
Long-term debt (net of current portion) 7,505 7,101
------- -------
Total liabilities 17,962 15,972
Stockholder's equity:
Common stock ($0.01 par value, 4,756 shares
outstanding at April 30, 1996 and January 31, 1996) 48 48
Additional paid in capital 911 911
Accumulated deficit (315) (416)
------- -------
Total stockholder's equity 644 543
------- -------
Total liabilities and stockholder's equity $18,606 $16,515
======= =======
</TABLE>
See accompanying notes to financial statements
-3-
<PAGE> 4
WEST COAST ENTERTAINMENT CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
First Quarter
Ended
----------------------------
April 30, April 30,
1996 1995
-------- ---------
<S> <C> <C>
Revenues:
Rental revenue $2,414 $2,351
Merchandise sales 931 324
Franchise fees 1,377 0
------ ------
Total revenues 4,722 2,675
Operating costs and expenses:
Store operating expenses 1,473 1,564
Cost of goods sold 693 132
Amortization of videocassette and video game rental
inventory 386 516
General and administrative 1,586 241
Intangible amortization 133 0
------ ------
Total operating costs and expenses 4,271 2,453
------ ------
Net operating income 451 222
Interest expense 285 37
Other, net (9) 0
------ ------
Income before provision for income taxes 175 185
Income taxes 74 50
------ ------
Net income $101 $135
====== ======
Historical pro forma net income per share $0.02 $0.03
====== ======
</TABLE>
See accompanying notes to financial statements
-4-
<PAGE> 5
WEST COAST ENTERTAINMENT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(unaudited)
<TABLE>
<CAPTION>
First Quarter Ended
-----------------------------
April 30, April 30,
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $101 $135
Adjustments to reconcile net income to cash
flows provided by (used in) operating activities:
Amortization of videocassette rental inventory 386 516
Depreciation and amortization of furnishings,
equipment and leasehold improvements 104 96
Amortization of intangible assets 133 0
Changes in assets and liabilities:
Accounts receivable 21 0
Merchandise inventories (34) (22)
Prepaid expenses and other assets 111 (142)
Accounts payable 270 44
Accrued expenses and other liabilities 1,278 63
Income taxes 38 50
------ ----
Net cash provided by operating activities 2,408 740
------ ----
Cash flows from investing activities:
Purchase of property and equipment (33) (47)
Purchase of videocassette rental inventory (570) (537)
Changes in other assets related to acquisitions (1,318) 0
------ ----
Net cash (used in) investing activities (1,921) (584)
------ ----
Cash flows from financing activities:
Proceeds from long-term debt 800 100
Repayment of long-term debt (396) (65)
Shareholder (distributions) 0 (19)
Changes in other assets related to financing (1,295) 0
------ ----
Net cash provided by (used) in financing activities (891) 16
------ ----
Net increase (decrease) in cash and cash equivalents (404) 172
------ ----
Cash and cash equivalents, beginning of period 611 27
------ ----
Cash and cash equivalents, end of period $207 $199
====== ====
Supplemental cash flow data:
Interest paid $285 $37
====== ====
</TABLE>
See accompanying notes to financial statements
-5-
<PAGE> 6
WEST COAST ENTERTAINMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1996 (Unaudited)
1 Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. For
further information, refer to the consolidated financial statements and
footnotes included in the Company's registration statement on Form S-1
as declared effective by the SEC on May 9, 1996.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reported period. Actual results could differ from these
estimates.
In the opinion of management, all adjustments necessary for a fair
presentation of this interim financial information have been included.
Such adjustments consisted only of normal recurring items. The results
of operations for the three months ended April 30, 1996 are not
necessarily indicative of the results to be expected for the year ending
January 31, 1997.
Unaudited historical pro forma net income per share has been calculated
for each of the three month periods ended April 30, 1995 and 1996 by
dividing the respective unaudited historical pro forma net income
amounts by the weighted average number of shares of common stock
outstanding (4,756,000 at April 30, 1995 and 1996). Unaudited
historical pro forma net income per share reflects an adjustment to the
consolidated statement of operations to give effect to the merger
transaction and as discussed below the 0.340 reverse stock split as if
they had occurred as of February 1, 1995. Accordingly, the historical
pro forma income tax provision and historical pro forma net income have
been calculated as if each entity included in the consolidated
statement of operations had been included in the Company's consolidated
income tax returns and subject to corporate income taxation as a C
corporation during each period presented.
2 Initial Public Offering of Common Stock and Acquisitions
On May 14, 1996 the Company completed its initial public offering of
5,400,000 shares of common stock. Concurrently with the closing of the
offering, which occurred on May 17, 1996, the Company acquired 171 video
specialty stores, including 13 stores owned by franchisees of the
Company together with franchisor's rights in regard to 20 additional
stores franchised by one of the companies acquired. The aggregate
consideration paid, excluding certain fees and contingent considerations
relating to newly opened stores, was $76.4 million, consisting of $52.4
million paid in cash and $24.0 million payable in shares of common
stock.
-6-
<PAGE> 7
WEST COAST ENTERTAINMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
April 30, 1996 (Unaudited)
3 Videocassette Rental Inventory
Videocassette rental inventory and related amortization are as follows
(in thousands):
<TABLE>
<CAPTION>
Three months ended Three months ended
April 30, 1996 April 30, 1995
-------------- --------------
<S> <C> <C>
Videocassette rental inventory $ 3,868 $ 3,031
Accumulated amortization (2,175) (1,546)
-------- --------
$ 1,693 $ 1,485
======== ========
</TABLE>
4 Pro Forma Information
The following unaudited pro forma information presents the results of
operations as though the aforementioned acquisitions had occurred as of
the beginning of the periods presented. The pro forma income tax
provision and pro forma net income have been calculated as if each
entity included in the consolidated statement of operations had been
included in the Company's consolidated income tax returns and subject to
corporate income taxation as a C corporation during both periods
presented. Additionally, with respect to the three month period ended
April 30, 1995, the unaudited pro forma information includes the revenue
and net income of a business acquired on July 12, 1995 as if that
acquisition had occurred coincidentally with the period beginning
February 1, 1995.
Pro forma net income per share has been calculated by dividing the
respective pro forma net income by the pro forma weighted average number
of common shares outstanding during the period after giving effect to
(i) the 0.340 reverse stock split approved by the Board of Directors on
May 14, 1996, (ii) the shares issued or to be issued as contingent
consideration in conjunction with the aforementioned acquisitions, (iii)
repayment of all existing outstanding debt, (iv) borrowings under a
new credit facility, (v) the impact of a detachable warrant with a
primary supplier of rental videocassettes and (vi) a portion of a
convertible note which was converted into shares of the Company's
common stock as if the initial public offering had occurred on the
first day of the periods presented. The pro forma weighted average
number of common shares used to calculate pro forma net income per
share is 12,322,075.
<TABLE>
<CAPTION>
Three months ended Three months ended
April 30, 1996 April 30, 1995
-------------- --------------
(in thousands, except share data)
<S> <C> <C>
Pro forma revenues $ 23,306 $ 21,587
Pro forma net income 1,487 1,254
Pro forma net income per share $ 0.12 $ 0.10
</TABLE>
-7-
<PAGE> 8
WEST COAST ENTERTAINMENT CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months ended April 30, 1996 compared to Three Months ended April 30, 1995
Revenues
Revenues increased $2.0 million, or 74.1 %, from $2.7 million for the three
months ended April 30, 1995 to $4.7 million for the three months ended April
30, 1996. Of this increase, approximately $1.4 million of franchise fees and
$0.5 million of associated product sales was contributed by the Company's
franchise-related operations following the acquisition on July 12, 1995 of the
operating assets of the WCEI Companies relating to the West Coast Video
franchise system (hereinafter, the "franchise business"). Merchandise and
other sales increased an additional $0.1 million due to a video game store
acquired from the WCEI Companies and an increase in merchandise and other
sales in existing stores.
Store Operating Expenses
Store operating expenses net of amortization of videocassette rental inventory
decreased $0.1 million, or 6.2%, from $1.6 million for the three months ended
April 30, 1995 to $1.5 million for the three months ended April 30, 1996. As a
percentage of total revenues, store operating expenses decreased 27.4 percentage
points from 59.3% for the three months ended April 30, 1995 to 31.9% for the
three months ended April 30, 1996. In addition, as a percentage of rental
revenues and merchandise and other sales (excluding franchise fees), store
operating costs decreased 13.8 percentage points, from 59.3% for the three
months ended April 30, 1995 to 45.5% for the three months ended April 30, 1996.
These changes are primarily the effect of the acquisition of the franchise
business which contributed $1.9 million of total revenues ($1.4 million of
franchise fees and $0.5 million of merchandise and other sales) during the
period, but which involve virtually no store operating expenses.
Cost of Sales
Cost of sales increased $0.6 million, or 600%, from $0.1 million for the three
months ended April 30, 1995 to $0.7 million for the three months ended April
30, 1996, primarily as a result of the acquisition of the franchise business
(which accounted for $0.5 million or 83.3% of the increase) and to increased
costs of $0.1 million or 16.7% of the change in cost of sales, resulting from
increased sales. As a percentage of total revenues, cost of sales increased by
11.2 percentage points, from 3.7% for the three months ended April 30, 1995 to
14.9% for the three months ended April 30, 1996, due primarily to a change in
the mix of total revenues in favor of merchandise and other sales and the
acquisition of the franchise business. The franchise business had merchandise
and other sales that were 26.3% of its total revenues, which is higher than the
comparable percentage for the Company historically (12.5%). As a percentage of
merchandise and other sales, cost of sales increased by 44.5 percentage points,
from 33.3% for the three months ended April 30, 1995 to 77.8% for the three
months ended April 30, 1996, primarily because sales to franchisees are made at
substantially lower margins (17.6%) than sales to customers.
-8-
<PAGE> 9
WEST COAST ENTERTAINMENT CORPORATION
RESULTS OF OPERATIONS (continued)
Amortization of Videocassette and Video Game Rental Inventory
Amortization of videocassette and video game rental inventory decreased $0.1
million, or 20.0%, from $0.5 million in the prior year period to $0.4 million
for the current year quarter. As a percentage of rental revenues, this
amortization decreased 4.1 percentage points, from 20.8% for the quarter ended
April 30, 1995 to 16.7% for the quarter ended April 30, 1996. This reflects a
change in the mix of movies purchased during the period, from those requiring
a shorter amortization period (in 1995) to those which necessitate longer
amortization (in 1996).
General and Administrative Expense
General and administrative expenses, including intangible amortization,
increased $1.5 million, or 750%, from $0.2 million in the prior year period to
$1.7 million in the quarter ended April 30, 1996. As a percentage of total
revenues, general and administrative expenses increased 28.8 percentage points
from 7.4% for the quarter ended April 30, 1995 to 36.2% in the current year
quarter. This change resulted from increased head count and non-store
operating costs from the acquisition of the franchise business totaling $1.4
million. General and administrative expenses of the franchise business
equaled 70.0% of its total revenues because the principal cost of its business
is the administrative cost of providing support services to franchisees.
Non-Operating Expense
Non-operating expense increased $0.26 million to $0.3 million, a 650% increase
from $.04 million recorded in the prior year period. Interest expense
comprises virtually all of this total. As a percentage of total revenues,
interest expense increased 5.0 percentage points from the previous year level
of 1.4% to equal 6.4% for the quarter ended April 30, 1996. The increase is
attributable to additional interest expense incurred in connection with the
acquisition of the franchise business.
Net Income
As a result of the foregoing, net income remained unchanged at $0.1 million
for the quarter ended April 30, 1996.
Certain Factors That May Affect Future Results:
The following important factors, among others, could cause actual results of
operations to differ materially from any forward-looking statements made in
this Quarterly Report on Form 10-Q or any forward-looking statements made
elsewhere by management of the Company from time to time.
The Company's rapid growth, particularly its acquisition in May 1996 of 11
chains operating 172 video specialty stores and franchising an additional 20
stores, could strain the Company's ability to manage operations, integrate
newly acquired stores into its systems and effectively pursue its growth
strategy. The Company competes with many others, including Blockbuster
Entertainment, having significantly greater financial and marketing resources,
market share, and name recognition than the Company. Further developments in
competing technologies could have a material adverse effect upon the video
retail industry and the Company. Industry and Company revenues are somewhat
seasonal and may be affected by many factors, including variation in the
acceptance of new release titles available for rental and sale, the extent of
competition, marketing programs, weather, the timing of any holiday weekends,
special or unusual events and other factors that may affect retailers in
general. There can be no
-9-
<PAGE> 10
WEST COAST ENTERTAINMENT CORPORATION
RESULTS OF OPERATIONS (continued)
assurance that stores already acquired or acquired in future will perform as
expected or that the prices paid for such stores will prove to be advantageous.
The costs of integrating newly acquired stores onto the Company's systems may
vary from the amounts assumed for purposes of the Company's pro forma financial
statements. The Company's management does not have significant experience in
operating a company as large as the Company now is. The Company's Common Stock
has traded publicly only since May 14, 1996 and no prediction can be made as to
future price levels for such stock.
PRO FORMA RESULTS OF OPERATIONS
Revenues
Revenues increased by $1.7 million or 7.9% from $21.6 million for the three
months ended April 30, 1995 to $23.3 million for the three months ended
April 30, 1996. This increase in revenues was mainly due to the opening of
additional stores that accounted for a net increase of $1.6 million in 1996
compared to 1995. In addition, comparative stores had an increase of $0.1
million in 1996 compared to the same period in 1995.
Net Income
Pro Forma net income increased by $0.2 million or 15.4% from $1.3 million for
the three months ended April 30, 1995 to $1.5 million for the three months
ended April 30, 1996. This increase in net income was primarily attributable
to an increase in revenues in 1996 over the comparable prior year period. In
addition, total costs and expenses (excluding interest and other expenses)
decreased as a percentage of revenues by 1.8 percentage points from 89.4% for
the first quarter of 1995 to 87.6% for the first quarter of 1996. This was
mainly due to the opening of additional stores and growth of revenues at a rate
faster than the corresponding increases in expenses from those stores.
-10-
<PAGE> 11
WEST COAST ENTERTAINMENT CORPORATION
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended April 30, 1996, the Company had net cash provided
by operating activities of $2.4 million, net cash used in investing activities
of $1.9 million (consisting primarily of cash used to purchase videocassette
rental inventory of $0.6 million, and $1.3 million of deferred acquisition
costs associated with the acquisitions of new stores acquired on May 17, 1996)
and net cash used in financing activities of $0.9 million (consisting of $0.4
million of net borrowings offset by $1.3 million of deferred costs associated
with the public offering which occurred on May 14, 1996) resulting in a net
decrease in cash and cash equivalents of $0.4 million.
Prior to May 1996, the Company funded its operations and acquisitions through
cash provided by operating activities, bank loans guaranteed by its existing
stockholders, loans and lines of credit from videocassette and interactive
electronic entertainment products suppliers, and financing provided by sellers
in connection with certain acquisitions. On May 14, 1996 the Company raised
net proceeds of $65.3 million in the Public Offering, refinanced its
outstanding bank debt through the Credit Facility (as defined below), paid down
all of its other outstanding indebtedness, and consummated the Recent
Acquisitions (as defined more fully in the Company's Registration Statement
declared effective by the Securities and Exchange Commission on May 9, 1996),
which it expects will increase its future flows of cash provided by operating
activities. The Company expects to meet its short-term liquidity requirements
through net cash provided by operations and borrowings under the Credit
Facility (as defined below). Management believes that these sources of cash
will be sufficient to meet the Company's operating needs for at least the next
12 months.
The Company expects to finance the acquisition and development of additional
stores and the build-out of new stores and leasehold improvements in acquired
and new stores with cash provided by operations, seller financing, issuance of
additional equity shares and by accessing proceeds of the $60 million Credit
Facility from PNC Bank, National Association, ("PNC Bank"). The credit
facility consists of a two-year revolving credit facility followed by a
three-year term loan. Borrowings under the facility are available for working
capital, capital expenditures, refinancing of existing indebtedness and for
certain permitted acquisition financing. The maximum amount available for
borrowing at any time will equal 2.75 times the Company's operating cash flow
(as defined for the purposes of the Credit Facility) during the previous four
quarters. At the Company's option, interest rates will vary from either PNC
Bank's base rate, as defined, to 1% above such base rate, or from the
Eurodollar rate, as defined, to 2.5% above such Eurodollar rate, in each case
depending on the ratio of the Company's total debt to operating cash flow, as
defined. Borrowings are secured by a first security interest in substantially
all of the Company's assets, including the stock of its subsidiaries.
Borrowings are subject to various conditions including compliance with certain
financial tests and ratios.
Build-out costs for new stores are expected to range from $200,000 to $250,000
per store. The aggregate costs of converting acquired stores to West Coast
signage and format are expected to be approximately $2.3 million over an
18-month period through November 1997. The aggregate costs of upgrading West
Coast's management information systems and integrating acquired stores onto
such systems are expected to be approximately $0.9 million over such period.
Over the next two years the Company will make additional payments in cash and
Common Stock, currently estimated for the purpose of the Company's pro forma
financial statements at $3.4 million in the aggregate, to the sellers of 19
stores being purchased in connection with the Acquisitions at formulaic
purchase prices based on certain financial measurements for such stores in
future periods. The Company has options to purchase an additional four stores
at similar formulaic prices.
-11-
<PAGE> 12
WEST COAST ENTERTAINMENT CORPORATION
LIQUIDITY AND CAPITAL RESOURCES (continued)
The Company may also seek additional debt financing or equity capital through
private or public offerings of securities. The availability of debt financing
or equity capital will depend upon prevailing market conditions, the market
price of the Common Stock and other factors over which the Company has no
control, as well as the Company's financial condition and results of
operations. There can be no assurance that funds will be available in
sufficient amounts to finance the acquisition or opening of enough video
specialty stores to sustain the Company's recent rates of growth.
Videocassette and interactive electronic entertainment product rental
inventories are treated as noncurrent assets under generally accepted
accounting principles because they are not assets which are reasonably
expected to be completely realized in cash or sold in the normal business
cycle. Although the rental of this inventory generates the major portion of
the Company's revenue, the classification of these assets as noncurrent
results in their exclusion from working capital. The aggregate amount payable
for this inventory, however, is reported as a current liability until paid
and, accordingly, is included in the computation of working capital.
Consequently, the Company believes working capital is not an appropriate
measure of its liquidity. Due to the accounting treatment of videocassette
and interactive electronic entertainment products rental inventory as a
noncurrent asset, the Company expects to operate with a working capital
deficit following this offering.
-12-
<PAGE> 13
WEST COAST ENTERTAINMENT CORPORATION
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of the Security Holders
Not Applicable
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.65 - Credit Agreement by and among the
Registrant and its subsidiaries (the
"Borrowers") and PNC Bank, National
Association, as agent for itself and for
certain other participants to be
subsequently ascertained (the "Lenders")
dated May 17, 1996 (incorporated by
reference to current report on Form 8-K
dated May 17, 1996 and filed on June 4,
1996)
10.66 - Revolving Credit Note dated May 17, 1996
issued by the Borrowers to the Lenders
(incorporated by reference to current
report on Form 8-K dated May 17, 1996
and filed on June 4, 1996)
10.67 - Term Note dated May 17, 1996 issued by
the Borrowers to the Lenders
(incorporated by reference to current
report on Form 8-K dated May 17, 1996
and filed on June 4, 1996)
10.68 - Pledge Agreement dated May 17, 1996
between the Borrowers and the Lenders
(incorporated by reference to current
report on Form 8-K dated May 17, 1996
and filed on June 4, 1996)
10.69 - Security Agreement dated May 17, 1996
between the Borrowers and the Lenders
(incorporated by reference to current
report on Form 8-K dated May 17, 1996
and filed on June 4, 1996)
27.0 - Financial Data Schedule
-13-
<PAGE> 14
OTHER INFORMATION (continued)
(b) Reports on Form 8-K:
On June 4, 1996, the Company filed a Form 8-K dated May 17, 1996
reporting that it had acquired eleven businesses for total
consideration of approximately $76.4 million (including
1,843,720 shares of its Common Stock), had issued an additional
5,400,000 shares in a public offering and had closed a
$60,000,000 bank credit facility.
-14-
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WEST COAST ENTERTAINMENT
CORPORATION
Date: June 24, 1996 By: /s/ T. Kyle Standley
--------------------
T. Kyle Standley, President and
Chief Executive Officer
(principal executive officer)
Date: June 24, 1996 By: /s/ Jerry L. Misterman
----------------------
Jerry L. Misterman, Vice President Finance
(principal financial officer)
<PAGE> 16
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.65 - Credit Agreement by and among the
Registrant and its subsidiaries (the
"Borrowers") and PNC Bank, National
Association, as agent for itself and for
certain other participants to be
subsequently ascertained (the "Lenders")
dated May 17, 1996 (incorporated by
reference to current report on Form 8-K
dated May 17, 1996 and filed on June 4,
1996)
10.66 - Revolving Credit Note dated May 17, 1996
issued by the Borrowers to the Lenders
(incorporated by reference to current
report on Form 8-K dated May 17, 1996
and filed on June 4, 1996)
10.67 - Term Note dated May 17, 1996 issued by
the Borrowers to the Lenders
(incorporated by reference to current
report on Form 8-K dated May 17, 1996
and filed on June 4, 1996)
10.68 - Pledge Agreement dated May 17, 1996
between the Borrowers and the Lenders
(incorporated by reference to current
report on Form 8-K dated May 17, 1996
and filed on June 4, 1996)
10.69 - Security Agreement dated May 17, 1996
between the Borrowers and the Lenders
(incorporated by reference to current
report on Form 8-K dated May 17, 1996
and filed on June 4, 1996)
27.0 - Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> APR-30-1996
<CASH> 207
<SECURITIES> 0
<RECEIVABLES> 1,114
<ALLOWANCES> 50
<INVENTORY> 538
<CURRENT-ASSETS> 1,849
<PP&E> 4,674
<DEPRECIATION> 3,516
<TOTAL-ASSETS> 18,606
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0
0
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</TABLE>
