U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission file number 333-13571.
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
(Exact name of small business issuer as specified in its charter)
State of Florida 59-3388947
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
250 Patrick Blvd., Suite 140 Brookfield, Wisconsin 53045-5864
(Address of principal executive offices)
(414) 792-9200
(Issuer's telephone number)
Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 X No .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes No .
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 100 .
Transitional Small Business Disclosure Format (check one):
Yes No X .
INDEX
September 30, 1998
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements (unaudited as to September 30, 1998
and the three and nine month periods then ended).
Balance Sheet at September 30, 1998. 3
Notes to Financial Statements. 4
Supplemental Schedule of Operating Revenues
and Certain Expenses of Charthouse Suites
for the three and nine month periods ended
September 30, 1998 and 1997. 5
Item 2. Management's Discussion and Analysis 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K. 14
SIGNATURES 15
BALANCE SHEET
September 30, 1998
(unaudited)
ASSETS
CURRENT ASSETS:
Cash 320
Escrow deposits 5,680
Prepaid expenses 12,450
Total Assets 18,450
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES:
Deferred revenue - unit maintenance 2,770
Deferred revenue - unit sales 5,680
Total Liabilities 8,450
SHAREHOLDER'S EQUITY:
Common stock, par value $.01 per share,
authorized 10,000 shares, issued 100 shares 1
Paid-in-capital 99,999
100,000
Less: Stock subscription receivable (90,000)
Total Shareholder's Equity 10,000
Total Liabilities and Shareholder's Equity 18,450
See Notes to Financial Statements
Note A--Basis of Presentation
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form
10-QSB and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. The Company is in its offering stage and has
not had any operations to date. Accordingly, statements of
operations and statements of cash flows have been omitted from the
financial statements. Operating results of the hotel, which the
Company intends to purchase, for the three and nine month periods
ended September 30, 1998 are presented as supplemental financial
information, but are not necessarily indicative of the results that
may be expected for the year ended December 31, 1998 because of
the seasonal nature of the hotel operations. For further
information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for
the year ended December 31, 1997.
SUPPLEMENTAL SCHEDULE OF OPERATING REVENUES AND CERTAIN EXPENSES
of Chart House Suites Hotel
Three Months Ended Nine Months Ended
OPERATING REVENUES 1998 1997 1998 1997
Total rental income 83,599 93,043 348,554 368,410
Total other income 680 5,359 6,156 14,276
Total Operating Revenues 84,279 98,402 354,710 382,686
CERTAIN EXPENSES
Salaries
Salaries-administration 1,732 1,548 4,989 5,788
Salaries-housekeeping 5,096 6,530 20,552 18,888
Manager on-site 10,514 16,263 22,685 26,463
Operations-front desk 3,763 731 17,380 14,438
Maintenance and grounds 6,157 5,138 17,071 15,210
Payroll taxes-included above -0- -0- -0- -0-
Management fee 5,295 2,500 20,295 23,000
Total Salaries 32,557 32,710 102,972 103,787
Direct Expenses
Sales and marketing 3,611 6,344 13,811 18,220
Real estate tax 7,500 6,900 22,500 20,700
Miscellaneous
administrative 2,072 206 13,741 13,372
Other direct expenses 29,215 30,938 72,022 74,366
Total Direct Expenses 42,398 44,388 122,074 126,658
Repair and Maintenance Expenses
Total Repair and
Maintenance Expenses 12,675 442 15,308 4,099
Total Certain Expenses 87,630 77,540 240,354 234,544
EXCESS OF OPERATING REVENUES
OVER CERTAIN EXPENSES (3,351) 20,862 114,356 148,142
Item 2. Management's Discussion and Analysis
Charthouse Suites Vacation Ownership, Inc. (the "Company") is a Corporation
formed in 1996 in the State of Florida. The Company was organized to
facilitate the sale and distribution of 150 Vacation Interests (the
"Vacation Interests"), and to ultimately own the Chart House Suites hotel
located in Clearwater Beach, Florida. The Company is in its offering stage
and has not yet purchased the hotel and has not had any operations to date.
However, the hotel is owned and operated by an affiliate of the Company,
and information on the operations of the hotel are included in this report
as a supplementary schedule.
The financial statements included herein present the balance sheet of
Charthouse Suites Vacation Ownership, Inc. as of September 30, 1998 and a
separate schedule presents the results of hotel operations for the
comparative quarterly and nine month periods ended September 30, 1998 and
1997.
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995 (the "Reform Act"). Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors
include, among others, the following: general economic and business
conditions, which will, among other things, affect demand for hotel space
and market rents, availability of prospective customers, the terms and
availability of financing; adverse changes in the real estate markets
including, among other things, competition with other companies and
technology; risks of real estate development and acquisition; governmental
actions and initiatives; and environmental/safety requirements. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes
no obligation to publicly release any revisions to these forward-looking
statements, which may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Results of Operations
Operating revenue for the hotel was $84,000 in the quarter ended September
30, 1998, compared to $98,000 for the same period of 1997, a decrease of
14%. The 1998 results for the quarter do not include seasonal revenue from
the Easter (spring break) season whereas the 1997 quarter results do
include the Easter (spring break) season revenue. The collected revenue
for the quarter ended September 30, 1998 was also affected by not having
available for rent three Unit Weeks which were deposited with the RCI
Exchange Program in 1998, but not in 1997.
For the nine month period ended September 30, 1998 operating revenue was
$355,000 compared to $383,000 for the same period in 1997, a decrease of
7.3%. The decrease was primarily attributable to several factors
experienced during the first quarter including lower occupancy resulting
primarily from unseasonably colder weather in Florida compared to the prior
year which was attributed to the global disruption of weather caused by El
Nino, to unseasonably warmer weather in the midwest area of the United
States and in Canada which are major vacation feeder markets, and to a
decrease in Canadian tourists caused in part by the weakness of the
Canadian dollar compared to the United States dollar.
Total expenses were $88,000 for the quarter ended September 30, 1998,
compared to $78,000 for the same period of 1997, a 12.8% increase. The
$10,000 increase was primarily attributable to higher repair and
maintenance expenses including a new computer software reservation and
accounting package which was purchased for $12,070.
For the nine month period total expenses increased by $5,000, from $235,000
to $240,000, compared to the same period in 1997. In general, the variable
expenses were decreased during the quarter in response to the lower
occupancy percentage.
As a result of the foregoing, the excess (deficiency) of operating revenues
over certain expenses was $(3,000) for the quarter ended September 30,
1998, compared to $21,000 in the same period in 1997. For the nine month
periods the excess of operating revenues over certain expenses was
$114,000, compared to $148,000 for 1997, a 23% decrease.
The proposed ownership of a Vacation Interest entitles purchasers to the
right, subject to the terms and conditions of the License Plan, to rent or
use the Chart House Suites hotel for eight weeks of each year until
December 31, 2040. Holders are entitled to two consecutive weeks of time
for each season (e.g. Spring, Summer, Fall and Winter). All Unit Weeks
(including those owned by the Company) will automatically be placed in the
Rental Pool. The Company will attempt to rent the Unit Weeks and will
remit net rent proceeds, if any, to the Holder on a quarterly basis. The
Company is offering Vacation Interests that, in the aggregate, will provide
the Holders the right to rental income from the Rental Pool, if any, or the
right to use one of the 25 suites for 8 weeks out of every year.
Under the License Plan, Holders who participate in the Rental Pool will
receive income based upon ratios based upon the Company's arbitrary off-
season nightly walk-in rate for each Class of suite and upon the actual
number of Unit Weeks for each Class that is participating in the Rental
Pool. Because Holders may personally use the Vacation Interests or
exchange them in RCI's Exchange Program rather than leaving them in the
Rental Pool, actual participation rental percentages will vary. The actual
percentage allocation among Classes of Interests will vary in relation to
how many suites are actually placed into the Rental Pool each Unit Week.
If the Rental Pool had been operating during the quarterly and nine month
periods presented herein, and if it is assumed that all studios and suites
actually rented had been rented on behalf of the Rental Pool, then the net
rental revenue would be derived as follows:
Three Months Ended Nine Months Ended
9/30/98 9/30/97 9/30/98 9/30/97
Rental Income
(Actual) 83,599 93,043 348,554 368,410
Less: Pro Forma
Rental Fee (5%) (4,180) (4,652) (17,428) (18,420)
Pro Forma Net Rental
Revenue 79,419 88,391 331,126 349,990
If it is assumed that all Unit Weeks remained in the Rental Pool during the
quarterly and nine month periods presented herein, and no Unit Weeks were
used by Holders or were deposited with the RCI Exchange Program, then the
allocation of the pro-forma net rental revenue among Classes would be
derived as follows:
Three Months Ended Nine Months Ended
9/30/98 9/30/97 9/30/98 9/30/97
Class A 13,986 15,566 58,312 61,633
Class B 9,990 11,118 41,651 44,024
Class C 16,983 18,901 70,807 74,841
Class D 23,975 26,684 99,962 105,657
Class E 8,658 9,636 36,098 38,154
Class F 5,827 6,486 24,296 25,681
Total Proforma
Rental Revenue 79,419 88,391 331,126 349,990
Using the derived allocation of pro-forma net rental revenue by Class
presented above, the proforma average of distributions from the Rental Pool
per Unit Week would have been as follows:
Three Months Ended Nine Months Ended
9/30/98 9/30/97 9/30/98 9/30/97
Class A $179 $200 $249 $263
Class B $192 $214 $267 $282
Class C $218 $242 $303 $320
Class D $307 $342 $427 $452
Class E $333 $371 $463 $489
Class F $448 $499 $623 $658
All Units Weeks(Average)$244 $272 $340 $359
The annual dues per Unit Week for the Classes of Vacation Interests is set
forth below for each period:
Three Months Ended Nine Months Ended
9/30/98 9/30/97 9/30/98 9/30/97
Class A $190 $190 $190 $190
Class B $190 $190 $190 $190
Class C $205 $205 $205 $205
Class D $285 $285 $285 $285
Class E $305 $305 $305 $305
Class F $365 $365 $365 $365
The proforma net revenue per Unit Week after consideration of annual dues
is computed by subtracting the annual dues per Unit Week from the proforma
average distributions from the rental pool to result in the following:
Three Months Ended Nine Months Ended
9/30/98 9/30/97 9/30/98 9/30/97
Class A $(11) $ 10 $ 59 $ 73
Class B $ 2 $ 24 $ 77 $ 92
Class C $ 13 $ 37 $ 98 $115
Class D $ 22 $ 57 $142 $167
Class E $ 28 $ 66 $158 $184
Class F $ 83 $134 $258 $293
The following information sets forth the results of operations of the hotel
by average Unit Week and by Class as if the Rental Pool were in existence.
This information is presented as a guide for potential Holders of the Unit
Weeks who might elect to not participate in the Rental Pool.
The average Unit Week operating revenue decreased $44 for the third quarter
from $303 in 1997 to $259 in 1998. The average Unit Week operating revenue
decreased $28 for the nine month period from $392 in 1997 to $364 in 1998.
For the third quarter the average daily rental unit revenue for occupied
Studios/Suites increased $3 from $75 in 1997 to $78 in 1998. The 1998
results for the quarter do not include seasonal revenue from the Easter
(spring break) season whereas the 1997 quarter results do include the
Easter (spring beak) season revenue.
For the nine month period the average daily rental unit revenue for
occupied Studios/Suites increased $9 from $82 in 1997 to $91 in 1998. This
increase is a result of higher rates.
The average daily revenue for hotel studios and suites by Class for the
comparative quarterly and nine month periods was:
Type of Three Months Ended Nine Months Ended
Unit 9/30/98 9/30/97 9/30/98 9/30/97
Class A $63 $62 $75 $67
Class B $74 $64 $81 $69
Class C $65 $64 $76 $71
Class D $94 $90 $114 $101
Class E $97 $103 $117 $111
Class F $118 $110 $131 $114
All Classes $78 $75 $91 $82
The average daily occupancy for hotel studios and suites by Class for the
comparative quarterly and nine month periods was:
Type of Unit Three Months Ended Nine Months Ended
9/30/98 9/30/97 9/30/98 9/30/97
Class A 66% 73% 70% 75%
Class B 62% 63% 62% 70%
Class C 63% 65% 66% 69%
Class D 45% 34% 46% 41%
Class E 55% 40% 58% 50%
Class F 99% 48% 92% 69%
All Classes 60% 57% 72% 62%
The 1998 occupancy levels presented have been adjusted to eliminate the
effect of the hotel studios and suites that were not available for rent
because they were deposited with the RCI Exchange Program.
While there can be no assurances, management believes that the occupancy
levels that will be achieved at the hotel will be significantly higher
after all Vacation Interests are sold because the number of studios and
suites available for rent will decrease as Holders elect to either use
their Unit Weeks or to exchange the Unit Weeks in the RCI Exchange Program.
The following table presents the occupancy of the hotel by Class for the
comparative quarterly and six month periods as if 25% of each Class of
Vacation Interest were occupied by Holders, and 75% were participating in
the Rental Pool.
Type of Unit Three Months Ended Nine Months Ended
9/30/98 9/30/97 9/30/98 9/30/97
Class A 91% 98% 95% 100%
Class B 87% 88% 87% 95%
Class C 88% 90% 91% 94%
Class D 70% 59% 72% 66%
Class E 80% 65% 83% 75%
Class F 100% 73% 100% 94%
All Classes 85% 82% 87% 87%
Historical average monthly occupancy levels at the hotel for all units for
each quarterly period were as follows:
Monthly 1998 1997
July 66% 66%
August 59% 55%
September 55% 49%
The average Unit Week expenses increased $31 for the third quarter from
$239 in 1997 to $270 in 1998. Average Unit Week expenses increased $6 for
the nine month period from $241 in 1997 to $247 in 1998.
Approximately $38 of this per Unit Week increase for the third quarter was
due to an increase in repair and maintenance expenses, which reflects the
purchase of the new reservation and accounting software package during the
third quarter of 1998.
Average direct expenses per Unit Week decreased $6 for the quarter from
$137 in 1997 to $131 in 1998. Average direct expenses for the nine month
period decreased $5, from $130 in 1997 to $125 in 1998.
Salary expenses remained at $100 per Unit Week for both third quarter
periods presented, and at $106 for both nine month periods presented.
As a result of the foregoing, the average Unit Week operating expenses
exceeded operating revenues for the third quarter by $10 in 1998 compared
to operating revenues exceeding operating expenses by $64 in 1997,
resulting in a $74 average decrease per Unit Week.
As a result of the foregoing, the average Unit Week operating revenues
exceeded operating expenses for the nine month periods by $118 in 1998
compared to $152 in 1997, a $34 average decrease per Unit Week.
Liquidity and Sources of Capital
At September 30, 1998 there was $320 of cash and $5,680 of cash held in
escrow resulting in $6,000 of cash. The Company does not have a credit
line established to provide additional liquidity. As described below, the
Company believes it will meet its obligations in a timely manner.
On April 16, 1996, the Company's sole shareholder entered into a
subscription agreement to purchase 100 shares of the Company's common stock
for $1,000 per share or an aggregate subscription price of $100,000. As of
September 30, 1998, the sole shareholder has paid $10,000 of the
subscribed amount.
Once operational, the Company expects to meet its short-term liquidity
requirements generally through the cash provided by hotel rental
operations. Payment of day-to-day operating expenses was provided by
operating revenue collected and did not require the use of cash reserves.
Once Vacation Interests are sold, the future operating expenses of the
hotel are anticipated to be met by the annual dues paid by the Holders of
the Interests. Once the Vacation Interests are sold, the future cash
provided by hotel rental operations will be distributed each quarter to the
Interest Holders who participate in the Rental Pool.
The Company has contractual rights to acquire the Chart House Suites hotel,
personal property, and marina for $1,796,000. The purchase is contingent
upon the offering achieving the sale of 76 Vacation Interests before
October 31, 1999. If fewer than 76 Vacation Interests are sold by October
31, 1999, the Company has the option to cancel the licenses and return to
investors the entire subscription proceeds, reduced by certain payments or
benefits received. Accordingly, the purchase of the property will not be
completed until 76 Vacation Interests have been sold or until this
requirement has been waived.
The Chart House Suites hotel was not subject to any mortgage debt during
both periods presented, although once the Company buys the hotel, it will
owe approximately $1.8 million. The Company expects to meet its long-term
debt service requirements from the payments to be received from the holders
of the Interests.
Other than the payments described above, there are no long-term material
capital expenditures, obligations, or other demands or commitments that
might impair the liquidity of the hotel.
Year 2000 Issues
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Computer
equipment and software and devices with imbedded technology that are time-
sensitive may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations
causing disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices, or engage in
similar normal business activities.
Decade Properties Inc. ("DPI"), an affiliate of the Company, has undertaken
various initiatives intended to ensure that the computer equipment and
software that it uses on behalf of the hotel will function properly with
respect to dates in the Year 2000 and thereafter. For this purpose, the
term "computer equipment and software" includes systems that are commonly
thought of as IT systems, including accounting, data processing, and
telephone/PBX systems, and other miscellaneous systems as well as systems
that are not commonly thought of as IT systems, such as alarm systems, fax
machines, or other miscellaneous systems. Both IT and non-IT systems may
contain imbedded technology, which complicates DPI's Year 2000
identification, assessment, remediation, and testing efforts. Based upon
its identification and assessment efforts to date, DPI believes that
certain of the computer equipment and software it currently uses on behalf
of the hotel will require replacement or modification. In addition, in the
ordinary course of replacing computer equipment and software,DPI attempts
to obtain replacements that are Year 2000 compliant.
DPI has identified those areas that could be affected by the "Year 2000"
issue and has developed a plan to resolve this issue. DPI believes that by
modifying certain existing hardware and software and, in other cases,
converting to new application systems, the Year 2000 problem can be
resolved without significant operational difficulties. Utilizing both
internal and external resources to identify and assess needed Year 2000
remediation, DPI currently anticipates that its Year 2000 identification,
assessment, remediation and testing efforts will be completed by June 30,
1999 and that such efforts will be completed prior to any currently
anticipated impact on its computer equipment and software. DPI estimates
that as of September 30, 1998, it had completed approximately 35% of the
initiatives that it believes will be necessary to fully address potential
Year 2000 issues relating to its computer equipment and software. The
projects comprising the remaining 65% of the initiatives are in process and
expected to be completed on or about June 30, 1999.
DPI has also initiated formal communications with all of its significant
suppliers to determine the extent to which the hotel's interface systems
are vulnerable to those third parties' failure to remediate their own Year
2000 issues.
DPI believes that the cost of its Year 2000 identification, assessment,
remediation and testing efforts, as well as currently anticipated costs to
be incurred by the hotel with respect to Year 2000 issues of third parties,
will not exceed $15,000. Such expenditures will be funded from operating
cash flows. As of September 30, 1998 the hotel had incurred costs of
approximately $12,000 related to its Year 2000 identification, assessment,
remediation and testing efforts. All of the $12,000 relates to analysis,
repair or replacement of existing software, upgrades of existing software,
or evaluation of information received from significant vendors or service
providers. Other non-Year 2000 IT efforts have not been materially delayed
or impacted by Year 2000 initiatives.
DPI presently believes that the Year 2000 issue will not pose significant
operational problems for the hotel. However, if all Year 2000 issues are
not properly identified, or assessment, remediation and testing are not
effected timely with respect to Year 2000 problems that are identified,
there can be no assurance that the Year 2000 issue will not materially
adversely impact the hotel's results of operations or adversely affect the
hotel's relationships with customers, vendors, or others. Additionally,
there can be no assurance that the Year 2000 issues of other entities will
not have a material adverse impact on the hotel's systems or results of
operations.
PART II.
OTHER INFORMATION
Item 1. Legal Proceeding.
There is no material pending litigation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the three months
ended September 30, 1998.
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.
CHARTHOUSE SUITES VACATION
OWNERSHIP, INC.
(Issuer)
Date: November 16, 1998 By:/s/ Jeffrey Keierleber
Jeffrey Keierleber
President and Principal
Financial and Accounting Officer
Of Issuer
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