-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FT7aZwKuy2lsenJB16zxQ1twMGEPUQp9oLx135aybBius+trxFodGcYlhHjNE3eJ 8vXu472aMXKliGC9RcgGNA== 0001214305-03-000016.txt : 20030819 0001214305-03-000016.hdr.sgml : 20030819 20030819091931 ACCESSION NUMBER: 0001214305-03-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030815 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREATIVE HOST SERVICES INC CENTRAL INDEX KEY: 0000933098 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330169494 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22845 FILM NUMBER: 03854343 BUSINESS ADDRESS: STREET 1: 16955 VIA DEL CAMPO STREET 2: SUITE 110 CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 8586757711 MAIL ADDRESS: STREET 1: 16955 VIA DEL CAMPO STREET 2: SUITE 110 CITY: SAN DIEGO STATE: CA ZIP: 92127 FORMER COMPANY: FORMER CONFORMED NAME: ST CLAIR DEVELOPMENT CORP DATE OF NAME CHANGE: 19970319 8-K 1 ch8k81503.txt CHST FORM 8-K AUGUST 15, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 15, 2003 CREATIVE HOST SERVICES, INC. --------------------------------------------------- Exact Name of Registrant as Specified in Its Charter California -------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-22845 33-0169494 ---------------------- ---------------------------------- (Commission File Number) (IRS Employer Identification Number) 16955 Via Del Campo, Suite 110, San Diego, CA 92127 - --------------------------------------------- -------- (Address of Principal Executive Offices) Zip Code (858) 675-7711 --------------------------------------------------- (Registrant?s Telephone Number, Including Area Code) N/A ---------------------------------------------------------- (Former Name or Former Address if Changed Since Last Report) ITEM 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated August 15, 2003. ITEM 12. Results of Operations and Financial Condition. On August 15, 2003, Creative Host Services, Inc. issued a press release announcing its financial results for the second quarter of 2003. The text of the press release is attached hereto as Exhibit 99.1 The information furnished in this Form 8-K, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing. 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 hereunto duly authorized. CREATIVE HOST SERVICES, INC. Dated: August 18, 2003 By /s/ Sayed Ali ----------------------------- Sayed Ali President -2- EX-99 3 ch8kex9981503.txt CHST EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 [CREATIVE HOST LOGO] CREATIVE HOST SERVICES, INC. ANNOUNCES ITS 9th CONSECUTIVE QUARTER OF PROFITABILITY FOR THE SECOND QUARTER OF 2003 FOR IMMEDIATE RELEASE CONTACT: - ------- Creative Host Services, Inc. Hayden Communications, Inc. (858) 675-7711 (843) 272-4653 San Diego, CA - August 15, 2003 - Creative Host Services, Inc. (Nasdaq: CHST) a leading provider of food and beverage concessions in airports throughout the United States today announced its financial results for the three months ended June 30, 2003. Revenues for the second quarter ended June 30, 2003 increased to $9,477,176 versus $8,976,799 for the comparable prior year period. Total operating costs and expenses for the quarter increased to $8,953,585 from $8,230,592 in the year ago period. EBITDA (earnings before interest, taxes, depreciation, and amortization) was $1,090,917 for the second quarter of 2003 compared to $1,268,446 reported in the year ago period. Net income was $136,219 or $.02 per diluted share, compared to $531,329 and $.06 per share for the comparable second quarter 2002. For the six month period ended June 30, 2003, revenues increased to $17,969,824 versus $16,619,257 for the comparable prior year period. Total operating costs and expenses for the six months increased to $17,122,952 from $15,520,393 in the year ago period. EBITDA (earnings before interest, taxes, depreciation, and amortization) was $1,969,208 for the first half of 2003 compared to $2,129,708 reported in the year ago period. Net income was $157,466, or $.02 per diluted share, compared to $790,377 and $.10 per share for the comparable six month period of 2002. The first six months of 2002 included a one-time gain of $80,487 related to the sale of one concession location. The Company's balance sheet continued to strengthen as current assets have increased 18 percent to $3,158,675 on June 30, 2003 versus $2,669,262 on December 31, 2002. Shareholders' equity also increased to $18,277,934 on June 30, 2003, from $17,749,962 on December 31, 2002. Revenues for the three and six month periods increased due to the opening of new concessions locations at Newark, New Jersey, Sanford, Florida and Santa Barbara, California. Several factors including; SARS, war with Iraq, and customary expenses associated with opening new locations when combined, resulted in a decrease in reported net income for the three and six months ended June 30, 2003. The Company incurred start-up costs such as payroll and other employee benefits related to the opening of new locations in Sanford, Florida, Santa Barbara, California, and Boston, Massachusetts. Net interest expense, which is directly related to financing of the new concession locations increased to $296,372 from $165,463 for the three months ended June 30, 2003 and increased to $584,406 from $310,959 for the six months ended June 30, 2003. Non-cash amortization of loan costs related to the Company's financing agreement with ING increased the reported interest expense during the quarter as well. Sayed Ali, President and Chairman of the Board, stated, "While we were pleased with our continued revenue growth for the quarter and year to date comparisons, we continue to be very focused on improving the operating margins and cash flow of our collective operations. In spite of SARS and war with Iraq, we were able to grow revenue and maintain profitability. As we expected, the opening of several new locations this year increased operating costs on several fronts, but we are confident that these ventures will soon begin to improve our bottom line. Air travel during the second half of the quarter began to firm up and we are hopeful that the balance of the year will show continued improvements. Our agreement with ING continues to provide us the necessary capital to complete additional acquisitions." "EBITDA" is defined as earnings before income taxes, depreciation, amortization, amortization of a restricted stock award, interest, and, when applicable, restructuring costs, impairment of assets, and other income and expenses. EBITDA should not be considered as an alternative to operating income, as defined by generally accepted accounting principles, as an indicator of our operating performance, or to cash flows, as a measure of liquidity. About Creative Host Services: Creative Host Services, Inc./GladCo Enterprises, Inc. are engaged in the business of acquiring, managing, and operating airport concessions such as food and beverage, cocktail and lounge, and news and gift retail facilities at various locations across the United States. The Company's airport venue allows its concession locations to provide services to a captive audience within its airports, thereby limiting competition, and providing for more predictable revenues than many other retail concepts. Creative Host Services/GladCo operates approximately 100 concession facilities at 29 airports. To simplify accounting, the Company counts each food-court as one concession. Creative Host Services, Inc. enjoys co-branding relationships with several national and regional companies such as Carl's Jr., Schlotsky's Deli, Houlighan's, TCBY Yogurt, Samuel Adams Brew Pubs, Mrs. Fields Cookies, Pretzelmaker, Nathan's Famous Hot Dogs, Hot Licks Bar & Grill, Yuengling Brewery, and Creative Croissants. For additional corporate information please visit the Company's corporate website -- www.creativehostservices.com. Statements in this news release that are not descriptions of historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expect," "intends," "believes," "plans," "anticipates," "approximately," and "likely," also identify forward-looking statements. All forward-looking statements are based on current facts and analyses. Actual results may differ materially from those currently anticipated due to a number of factors including, but not limited to history of operating losses, anticipated future losses, competition, future capital needs, the need for market acceptance, dependence upon third parties, disruption of vital infrastructure, disruption of airport services, and due to natural disaster. All forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Additional information on factors that may affect the business and financial results of the Company can be found in filings of the Company with the Securities and Exchange Commission at www.freeedgar.com using the Company's trading symbol CHST. For further information, please contact: Creative Host Services, Inc., +1- 858-675-7711; or Hayden Communications, Inc. +1-843-272-4653, for Creative Host Services, Inc. CREATIVE HOST SERVICES, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME Three Months Ended Six Months Ended June 30, June 30, 2003 2002 2003 2002 Net Revenues $9,477,176 $8,976,799 $17,969,824 $16,619,257 Cost of Goods Sold (excluding depreciation & amortization) 2,500,408 2,387,911 4,765,620 4,428,635 Selling, General & Admin. Expenses 1,322,440 1,229,615 2,391,927 2,316,042 Operating Income 523,591 746,207 846,872 1,098,864 Pretax Income 227,219 580,744 262,466 868,392 Federal Income Tax Expense 91,000 49,415 105,000 78,015 Net Income $136,219 $531,329 $157,466 $790,377 Basic Earnings Per Share $0.02 $0.07 $0.02 $0.10 Diluted Earnings Per Share $0.02 $0.06 $0.02 $0.10 Basic Weighted Average Shares 8,030,020 7,845,962 8,027,915 7,840,990 Diluted Weighted Average Shares 8,158,256 8,816,492 8,146,011 8,640,764 BALANCE SHEET HIGHLIGHTS June 30th December 31st 2003 2002 Cash $1,186,672 $1,241,766 Total Current Assets 3,158,675 2,669,262 Net Property and Equipment 19,817,016 17,073,751 Total Assets $30,646,787 $25,727,397 Total Current Liabilities 4,846,246 $4,005,567 Total Liabilities 12,368,853 7,977,435 Shareholders' Equity 18,277,934 17,749,962 Total Liabilities and Equity $30,646,787 $25,727,397 -----END PRIVACY-ENHANCED MESSAGE-----