SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 2001
Commission File Number 001-15071
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PowerSource Corporation
(Name of Small Business Issuer in its charter)
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Nevada 61-1180504
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3660 Wilshire Blvd, Suite 1104
Los Angeles, CA 90010
(Address of principal executive office)
(213) 383-4443
(Registrant's Telephone Number)
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 of 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 ( * )
The number of shares outstanding of each of the issuer's classes of common
stock, as of 9/30/01
6,817,008 shares of common stock, $.001 par value
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1
PowerSource Corporation
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2001
ITEMS IN FORM 10-QSB
Facing Page
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Condensed consolidated balance sheets.
September 30, 2001 (unaudited) and December 31, 2000
Condensed consolidated statements of operations.
for the three and nine months ended September 30, 2001
and 2000 (unaudited)
Condensed consolidated statements of cash flows.
for the three and nine months ended September 30, 2001 and
2000 (unaudited)
Condensed consolidated statements of changes in stockholders'
(deficit).
for the nine months ended September 30, 2001 (unaudited)
Notes to condensed consolidated financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
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2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
POWERSOURCE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2001 and December 31, 2000
ASSETS
09/30/01 12/31/00
(unaudited)
------------ ------------
Current assets
Cash $ 160,350 $ 143,651
Accounts receivable, net -- 348,028
Prepaid expenses 28,009 12,411
------------ ------------
Total current assets 188,359 504,090
------------ ------------
Property and equipment, net 161,258 41,792
------------ ------------
Other assets
Notes receivable - officers 30,000 30,000
Interest receivable - officers 2,125 --
Investment in EHG technology, LLC 25,000 25,000
Investment in oil and gas properties 13,375 13,375
Deposits 3,013 1,774
------------ ------------
Total other assets 73,513 70,149
------------ ------------
Total assets $ 423,130 $ 616,031
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Accounts payable and accrued expenses $ 334,222 $ 804,616
Accrued wages 801,508 97,453
Income taxes payable 800 800
Interest payable 50,387 24,411
Loan payable - in default at 09/30/01 and 12/31/00 210,000 210,000
Notes payable - computer equipment 18,012 15,788
------------ ------------
Total current liabilities 1,414,929 1,153,068
------------ ------------
Long-term liabilities
Notes payable - computer equipment 8,491 22,292
Senior convertible notes payable 47,000 --
Deferred revenue 139,860 510,860
Long term wages and salaries payable -- 704,055
------------ ------------
Total long-term liabilities 195,351 1,237,207
------------ ------------
Stockholders' (deficit)
Common stock, par value $ .001, 50,000,000 authorized,
6,817,008 and 6,147,008 shares issued and outstanding 6,817 6,147
Paid-in capital in excess of par value 1,058,570 925,240
Preferred stock, par value $ 100, 10,000,000 authorized,
5,350 shares issued and outstanding 13,375 13,375
Accumulated deficit (2,265,912) (2,719,006)
------------ ------------
Total stockholders' (deficit) (1,187,150) (1,774,244)
------------ ------------
Total liabilities and stockholders' (deficit) $ 423,130 $ 616,031
============ ============
See accompanying notes to condensed consolidated financial statements.
3
POWERSOURCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Nine Months Ended September 30, 2001 and September 30, 2000
(Unaudited)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
09/30/01 09/30/01 09/30/00 09/30/00
------------ ------------ ------------ ------------
Revenue
Electricity sales $ 20,880 $ 2,186,505 $ 726,814 $ 838,661
Cost of sales (131,129) 819,618 532,617 603,330
------------ ------------ ------------ ------------
Gross margin on electricity sales 152,009 1,366,887 194,197 235,331
------------ ------------ ------------ ------------
Sales of marketing territory 210,000 420,000 210,000 210,000
------------ ------------ ------------ ------------
362,009 1,786,887 404,197 445,331
------------ ------------ ------------ ------------
Expenses
Selling expenses (2,957) 26,870 785 51,603
General and administrative expenses 327,518 1,286,869 297,429 871,434
------------ ------------ ------------ ------------
Total expenses 324,561 1,313,739 298,214 923,037
------------ ------------ ------------ ------------
Income (loss) from operations 37,448 473,148 105,983 (477,706)
------------ ------------ ------------ ------------
Other expense (income)
Interest income (3,046) (10,358) -- --
Interest expense 9,808 30,413 7,977 19,147
------------ ------------ ------------ ------------
Total other expenses 6,762 20,055 7,977 19,147
------------ ------------ ------------ ------------
Income (loss) before provision for income taxes 30,686 453,093 98,006 (496,853)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 30,686 $ 453,093 $ 98,006 $ (496,853)
------------ ------------ ------------ ------------
Net income (loss) per common share $ 0.00 $ 0.07 $ 0.02 $ (0.08)
------------ ------------ ------------ ------------
Weighted average
Shares outstanding 6,817,008 6,703,883 6,006,825 6,006,825
------------ ------------ ------------ ------------
See accompanying notes to condensed consolidated financial statements.
4
POWERSOURCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three and Nine
Months Ended September 30, 2001 and September 30, 2000
(Unaudited)
3 Months 9 Months 3 Months 9 Months
Ended Ended Ended Ended
09/30/01 09/30/01 09/30/00 09/30/00
---------- ---------- ---------- ----------
Cash flows from operating activities
Net income (loss) $ 30,686 $ 453,093 $ 98,006 $(496,853)
Adjustment to reconcile net income (loss) to net cash
Provided by operating activities
Depreciation 20,167 33,014 3,536 10,609
Shares issued for payment of consulting services -- 134,000
Changes in operating assets and liabilities
Accounts receivable 54,960 348,028 (109,531) (118,154)
Note receivable - officers -- -- -- (30,000)
Interest receivable - officers (375) (2,125) -- --
Prepaid expenses 17,446 (15,598) 9,263 (21,674)
Deposits -- (1,239) -- --
Accounts payable and accrued expenses(139,996) (470,394) 457,804 684,853
Accrued wages -- -- -- (625)
Interest payable 9,141 25,977 7,939 16,471
Deferred revenue (203,000) (371,000) (63,040) 119,685
---------- ---------- ---------- ----------
Net cash provided (used) by operating activities (210,971) 133,756 403,977 164,311
---------- ---------- ---------- ----------
Cash flows from investing activities
Acquisition of property and equipment (10,761) (152,480) -- --
---------- ---------- ---------- ----------
Net cash used by investing activities (10,761) (152,480) -- --
---------- ---------- ---------- ----------
Cash flows from financing activities
Loan payable (computer lease) (4,030) (11,577) (3,381) (13,306)
Loan payable (auto) (48,832) -- -- --
Senior notes payable -- 47,000 -- 210,000
Common stock issued -- -- -- 53,506
---------- ---------- ---------- ----------
Net cash provided (used) by financing activities (52,862) 35,423 (3,381) 250,200
---------- ---------- ---------- ----------
Net increase (decrease) in cash $(274,594) $ 16,699 $ 400,596 $ 414,511
---------- ---------- ---------- ----------
Cash - beginning of period 434,944 143,651 15,323 1,408
---------- ---------- ---------- ----------
Cash - end of period $ 160,350 $ 160,350 $ 415,919 $ 415,919
---------- ---------- ---------- ----------
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 9,808 $ 30,413 $ 7,977 $ 19,147
---------- ---------- ---------- ----------
Income taxes $ -- $ -- $ -- $ --
---------- ---------- ---------- ----------
During the nine months ended September 30, 2001, the Company issued 670,000
shares of its common stock valued at $134,000 for consulting services.
See accompanying notes to condensed consolidated financial statements.
5
POWERSOURCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Nine Months Ended September 30, 2001
(Unaudited)
Common Stock Paid-in
Preferred -------------------------- Capital in Accumulated
Stock Shares Amount Excess of Deficit Total
------------ ------------ ------------ ------------ ------------ ------------
Balance January 1, 2001 $ 13,375 6,147,008 $ 6,147 $ 925,240 $(2,719,006) $(1,774,244)
Shares issued for consulting services -- 650,000 650 129,350 -- 130,000
Net income -- -- -- -- 417,460 417,460
Balance March 31, 2001 13,375 6,797,008 6,797 1,054,590 (2,301,546) (1,226,784)
Shares issued for consulting services -- 20,000 20 3,980 -- 4,000
Net income -- -- -- -- 4,947 4,947
Balance June 30, 2001 13,375 6,817,008 6,817 1,058,570 (2,296,598) (1,217,836)
Net income -- -- -- -- 30,686 30,686
------------ ------------ ------------ ------------ ------------ ------------
Balance September 30, 2001 $ 13,375 6,817,008 $ 6,817 $ 1,058,570 $(2,265,912) $(1,187,150)
============ ============ ============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
6
POWERSOURCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000
(UNAUDITED)
Note 1. Basis of presentation
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The consolidated financial statements included herein have been prepared by
PowerSource Corporation (the "Company"), without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosure normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations;
however, the Company believes that the disclosures are adequate to make the
information presented not misleading.
In the opinion of management, all adjustments necessary to present fairly the
financial position of the Company as of September 30, 2001 and December 31,
2000, and the results of operations and cash flows for the period ended
September 30, 2001 and September 30, 2000 have been included and are of a normal
recurring nature.
Note 2. Accounts Receivable
- ---------------------------
The Company has generated no new receivables, and has been collecting on
existing receivables, as of May 31, 2000, when it turned over its customers to
Southern California Edison. As such, the overall accounts receivable balance is,
and will continue to be, reduced.
Note 3. Property and equipment
- ------------------------------
Property and equipment consist of the following:
9/30/01 12/31/00
---------- ----------
Stabilux Equipment $ 41,118 $ --
Automobiles 97,360 --
Furniture and fixtures 5,088 1,906
Office Equipment 82,143 71,323
---------- ----------
225,709 73,229
Less: Accumulated depreciation (64,451) (31,437)
---------- ----------
$ 161,258 $ 41,792
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7
Note 4. Loan payable
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As of September 30, 2001, the Company had a loan that was due August, 2000, from
Earth Co, in the amount of $210,000 at a simple interest rate of 15%. The
Company is currently in default, but the note is convertible into common stock.
In addition, the Company had loans on two automobiles payable over 36 months
commencing May, 2001, at an interest rate of 8.2% each. As of September 30,
2001, both automobile loans had been paid in full.
Note 5. Accrued Salaries and Wages
- ----------------------------------
Accrued salaries were classified as long-term at December 31, 2000 because the
officers agreed, in writing, to waive payment demand until after December 31,
2001. Since then, the accrued salaries have been classified as current
liabilities being that the officers have not extended their demand waiver beyond
December 31, 2001. Accordingly, since the demand waiver is less than twelve
months, they become current liabilities for any period after December 31, 2000.
Compensation related to the issuance of stock options in the year 2000 comprises
$761,508 of the $801,508 total balance. As of September 30, 2001, no stock
options had been exercised.
Note 6. Notes payable
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Notes payable consist of:
9/30/01 12/31/00
-------- --------
Capital lease obligation due in 48 monthly
installments of $1,774 per month including
principal and interest at 13.7%
Total $26,503 $38,080
Less amount current portion 18,012 15,788
-------- --------
$ 8,491 $22,292
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Senior Convertible Note $20,000 $ --
to Herbert Dornbush
due February 28, 2003
interest at 10%
Senior Convertible Note 20,000 --
to Daniel S. Allen
due April 5, 2003
interest at 10%
Senior Convertible Note 2,000 --
to Gordon Livingston
due May 14, 2003
interest at 10%
Senior Convertible Note 5,000 --
to Matossian Family
due June 6, 2003
interest at 10%
-------- --------
Senior Convertible Note Total $47,000 $ --
8
Note 7. Litigation
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The Company has no current, threatened, or pending litigation.
Note 8. Deferred Revenues
- -------------------------
Revenue from sales of marketing territories is deferred until such time as the
specified purchase price is received and any options to exchange interests in
the related limited liability partnerships for equity interests in the Company
have expired or have been waived by the option holder. As of September 30, 2001
and December 31, 2000, revenue recognized from sales of marketing territories
were $420,000 and $210,000, respectively.
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 Statements in this filing which are not
historical facts may be considered "forward-looking statements" within the
meaning of Section 21E of the Securities Act of 1934, as amended, including
projected sales based on orders, estimated cost savings and savings that may be
generated from restructuring. The words "believe", "expect", "anticipate",
"estimate", and similar expressions identify forward-looking statements. Any
forward-looking statement involves risk and uncertainties that could cause
actual events or results to differ, perhaps materially, from the events
described in the forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise. The risks associated
with the Company's forward-looking statements include, but are not limited to,
risks associated with the Company's history of losses and uncertain
profitability, reliance on a large customer, risks associated with competition,
general economic conditions, reliance on key management and production people,
future capital needs, dilution, effects of outstanding notes and convertible
debentures, limited public market, low stock price, and lack of liquidity.
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9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Company's financial statements, related notes, and other information
included in this quarterly report of Form 10-QSB.
CORPORATE AND INDUSTRY UPDATE
A major decision was handed down from the California Public Utilities
Commission (CPUC) on September 20, 2001. This decision was to suspend the right
of customers to choose electric service providers other than their host utility.
This suspension of direct access prohibits the Company from signing new
customers for the services offered by PowerSource. This ruling adversely impacts
the entire industry and the suspension will likely be in effect for at least the
next ten years in California.
The Company has taken the following steps to mitigate the impact of
this change in the Electric Service Provider business in California. First, the
Company is seeking avenues to diversify its business activities outside of the
Electric Service Provider business in related areas such as energy efficiency,
power procurement, and power development. Second, the Company is attempting to
sell its existing customer base, which was temporarily returned to the service
of their host utility during 2nd quarter 2001, with other firms that are better
positioned to outlast the suspension period. Third, the Company is reviewing its
legal options for possible indemnification of shareholders for the problems
brought to this industry by a group of out-of-state power marketers that
illegally used their market power to set prices above those allowed by the
Federal Energy Regulatory Commission.
RESULTS OF OPERATIONS
For the three months and nine months ended September 30, 2001, revenues
totaled approximately $21,000 and $2,187,000, respectively. This compares to
revenue of approximately $727,000 and $839,000, respectively, for the same two
periods in 2000. The increase in revenue was due to the higher number of
customers being served by the Company during the first five months of 2001. The
revenue for the three months ended September 30, 2001, was significantly lower
than the preceding quarter due to the Company temporarily returning customers to
their host utilities. This transfer was deemed necessary due to the high,
unregulated wholesale prices that exceeded the regulated retail prices the
Company was obligated to provide. This lower level of revenue will continue for
future quarters given that the CPUC has suspended direct access and the Company
intends to sell off its customer base to a larger company. The revenues expected
from the sale of this customer base will be determined through negotiation with
the purchasing company and cannot be specified at this time.
Cost of sales for the three months and nine months ended September 30,
2001 were approximately ($131,000) and $820,000, respectively, compared with
approximately $533,000 and $603,000 for the same period in 2000. The decrease in
cost of sales was due to the delay in receiving actual billings from the power
supplier. Accordingly, the cost of electricity in previous quarters was
estimated based on historical experience. The actual cost of electricity was
ultimately determined to be lower than the estimates, resulting in negative cost
of sales for the three months ended September 30, 2001.
10
Expenses for the three months and nine months ended September 30, 2001
were approximately $325,000 and $1,314,000, respectively, compared with
approximately $298,000 and $923,000 for the same period in 2000. The increase
was as a result of higher salaries and consulting fees incurred in the three
months ended March 31, 2001, as the Company required additional personnel and
services to position the Company for growth. These expenditures will decline in
future reporting periods to match the lower personnel needs as the Company
transitions into other areas. Employees at the Company have been reduced from 10
full-time and 4 part-time to 6 full-time and one part-time. Also, the need for
outside consultants has been reduced by 30 percent. This smaller level of
personnel will likely continue for at least the next six months.
Net Income for the three months and nine months ended September 30,
2001 was approximately $31,000 and $453,000, respectively, compared with
approximately $98,000 and a loss of ($497,000), respectively, for the same
period in 2000. This is directly attributable to the Company's increased
customer base in the first half of 2001. Although higher than last year, the net
income is lower than the preceding quarter due to the Company temporarily
returning customers to their host utilities as a result of the disparity between
wholesale and retail prices triggered by the energy crisis in California. This
lower level of profitability is expected to continue until other business
activities begin to produce results. These other activities are forecasted to
provide their own net income within the next quarterly reporting period.
COMPANY STATUS AS A GOING CONCERN
The Company is currently a going concern and fully expects to be so for
at least the next twelve months. The current cash balance of approximately
$160,000 and payments from outside entities that owe our Company refunds are
anticipated to cover overhead expenses and provide a sufficient level of working
capital to allow our diversification efforts to be successful. These refunds
come from three sources. First, overpayments from the California Independent
System Operator that previously overcharged all market participants are now
being returned to the proper entities, including our Company. Second, all three
utilities in the state under-calculated the value of its power due Electric
Service Providers such as our Company. These under payments should be refunded
within the next three months. Finally, it is likely that the Federal Energy
Regulatory Commission will confirm its previous assessments that certain groups
of power generators overcharged sufficiently for electric power to require a
refund to those entities that purchased this power. Our Company would receive
its portion of any refund of this type. The Company's diversification efforts
are already generating interest and the Company expects significant revenue from
these activities within the next three months.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2001, the Company had working capital of
approximately ($1,227,000) as compared with approximately ($582,000) for the
same period the previous year. This reduction was due to the temporary return of
customers to their host utility in the 2nd Quarter 2001.
Additional revenues from the Electric Service Provider portion of the
business will continue to accrue for likely the next six to nine months as the
electricity crisis in California unwinds. Market participants due refunds will
ultimately be paid their appropriate share of over-charges incurred during the
previous 18 month period of operations. Revenues from diversification efforts
are now anticipated to become the major source of new capital as these efforts
are being developed immediately on a national basis and are not solely dependent
on the California market.
A major expense for the Company is the salaries associated with its
three top officers and directors. These individuals have demonstrated the
willingness to defer their compensation in order to maintain liquidity for the
continuing operations of the Company. This commitment provides immediate relief
in the case of timing differences between revenue and expenses.
11
We believe that the cash flow from operations and cash from refunds
will be sufficient to meet our working capital and capital expenditure
requirements and provide us with adequate liquidity to meet our anticipated
operating needs for at least the next 12 months. Although operating activities
are expected to provide cash, to the extent the Company grows significantly in
the future, the Company's operating activities may use cash and consequently,
this growth may require the Company to obtain additional sources of financing.
There can be no assurance that any necessary additional financing will be
available to the Company on commercially reasonable terms, if at all.
On March 8, 2000, PowerSource obtained a surety bond with Cascade
Surety and Bonding, Inc. in the amount of $1.5 million to satisfy Automated
Power Exchange requirements for purchasing power in California. On June 10, 2000
a bond for $100,000 was obtained from Cascade Surety and Bonding, Inc. to
satisfy the CPUC. The last payment for these bonds was made in June 2001 at the
regularly scheduled quarterly installment.
Cash balance as of 9/30/01 was approximately $160,000.
INFLATION
The rate of inflation does not have a material impact on the Company's
results of operations and is not expected to have much of an impact in the
future.
RISK FACTORS
There can be no assurance at this time that the Company will operate
profitably or that it will have adequate working capital to meet its obligations
as they become due.
Management decisions may be made without detailed feasibility studies,
independent analyses, and market surveys which the Company would likely conduct
if the Company had sufficient resources. Management decisions will be
particularly dependent on information provided by the promoter, owner, sponsor
or others associated with a particular power marketing opportunity seeking the
Company's participation.
The Company's business is speculative and dependent upon the acceptance
of the Company's products and the effectiveness of its marketing program. There
can be no assurance that the Company will be successful or that its business
will earn any revenues or profit.
The Company reflects deferred revenue from affiliated distributors from
the sale of geographic territories in California to independent affiliated and
unaffiliated marketing companies in consideration for a single one-time payment.
The deferred revenue on the Company's financial statements represents the one
time initial payment of the distributors to the Company. There is no assurance
that the Company will earn significant revenues or that investors will not lose
their entire investment.
12
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
There is no pending or threatened litigation against the Company.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................ None
Item 3. DEFAULTS UPON SENIOR SECURITIES.................................. None
Item 4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS.................................... None
Item 5. OTHER INFORMATION................................................ None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(1) Exhibits
EXHIBIT
NUMBER DESCRIPTION
- -------- ---------------------
4.1 Distribution Agreement between EconoWatt Corp. and GreenView
Energy, Inc.
4.2 Selling Agreement between West Coast Energy, Inc. and Power Capital
Funding Group, Inc.
4.3.1 Automated Power Exchange Service and Participation Agreement
4.3.2 Automated Power Exchange Monetary Reserve Account Agreement
4.3.3 Automated Power Exchange Settlement Account Agreement
(2) Reports on Form 8-K.
There were no reports on Form 8-K filed during the three months ended
September 30, 2001.
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.
POWERSOURCE CORPORATION
/s/ Illya Bond
- --------------------------------
Chief Executive Officer
/s/ E. Douglas Mitchell
- --------------------------------
President
/s/ Thomas Ayer
- --------------------------------
Acting Chief Financial Officer
Dated: November 19, 2001
Los Angeles, California