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 June 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___.
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
Form 10-QSB
INDEX
June 30, 1998
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements (unaudited as to June 30, 1998
and the three and six month periods then ended).
Balance Sheet at June 30, 1998. 3
Notes to Financial Statements. 4
Supplemental Schedule of Operating Revenues
and Certain Expenses of Charthouse Suites
for the three and six month periods ended
June 30, 1998 and 1997. 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K. 14
SIGNATURES 15
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
BALANCE SHEET
June 30, 1998
(unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 738
Escrow deposits 5,680
Prepaid expenses 12,434
Total Assets $ 18,852
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES:
Accounts payable $ 402
Deferred revenue - unit maintenance 2,770
Deferred revenue - unit sales 5,680
Total Liabilities 8,852
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 $ 18,852
See Notes to Financial Statements
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
Form 10-QSB
June 30, 1998
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 six month periods ended June
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 Six Months Ended
OPERATING REVENUES 1998 1997 1998 1997
Total rental income $112,377 $ 107,057 $264,955 $275,367
Total other income 2,953 4,911 5,476 8,917
Total Operating Revenues 115,330 111,968 270,431 284,284
CERTAIN EXPENSES
Salaries
Salaries-administration 1,788 2,721 3,257 4,240
Salaries-housekeeping 8,660 5,446 15,456 12,358
Manager on-site 6,018 4,047 12,171 10,200
Operations-front desk 8,763 7,251 13,617 13,707
Maintenance and grounds 5,658 4,791 10,914 10,072
Payroll taxes-included above -0- -0- -0- -0-
Management fee 7,500 13,000 15,000 20,500
Total Salaries 38,387 37,256 70,415 71,077
Direct Expenses
Sales and marketing 8,225 4,011 10,200 11,876
Real estate tax 7,500 6,900 15,000 13,800
Miscellaneous
administrative 158 2,103 11,669 13,166
Other direct expenses 21,637 19,897 42,807 43,428
Total Direct Expenses 37,520 32,911 79,676 82,270
Repair and Maintenance Expenses
Total Repair and
Maintenance Expenses 1,058 1,662 2,633 3,657
Total Certain Expenses 76,965 71,829 152,724 157,004
EXCESS OF OPERATING REVENUES
OVER CERTAIN EXPENSES $ 38,365 $40,139 $117,707 $127,280
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
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 June 30, 1998
and a separate schedule presents the results of hotel operations
for the comparative quarterly and six month periods ended June 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 $115,000 in the quarter ended
June 30, 1998, compared to $112,000 for the same period of 1997, an
increase of 2.7%. The 1998 results for the quarter include
seasonal revenue from the Easter (spring break) season whereas the
1997 quarter results do not include the Easter (spring break)
season revenue. The collected revenue for the quarter ended June
30, 1998 was also affected by not having available for rent six
Unit Weeks which were deposited with the RCI Exchange Program in
1998, but not in 1997.
For the six month period ended June 30, 1998 operating revenue was
$270,000 compared to $284,000 for the same period in 1997, a
decrease of 4.9%. The decrease was 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 $77,000 for the quarter ended June 30, 1998,
compared to $72,000 for the same period of 1997, a 6.9% increase.
The $5,000 increase was primarily attributable to higher direct
expenses including a $4,000 increase in sales and marketing costs
which were incurred in an effort to increase occupancy.
For the six month period total expenses decreased by $4,000, from
$157,000 to $153,000, compared to the same period in 1997. In
general, the variable expenses were decreased during the first
quarter in response to the lower occupancy percentage.
As a result of the foregoing, the excess of operating revenues over
certain expenses was $38,000 for the quarter ended June 30, 1998,
compared to $40,000 in the same period in 1997, a 5% decrease. For
the six month periods the excess of operating revenues over certain
expenses was $118,000, compared to $127,000 for 1997, a 7%
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 six
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 Six Months Ended
6/30/98 6/30/97 6/30/98 6/30/97
Rental Income
(Actual) $112,377 $107,057 $264,955 $275,367
Less: Pro Forma
Rental Fee (5%) (5,619) (5,353) (13,248) (13,768)
Pro Forma Net Rental
Revenue $106,758 $101,704 $251,707 $261,599
If it is assumed that all Unit Weeks remained in the Rental Pool
during the quarterly and six 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 Six Months Ended
6/30/98 6/30/97 6/30/98 6/30/97
Class A(36 Interests) $18,800 $ 17,910 $ 44,326 $ 46,068
Class B(24 Interests) 13,429 12,793 31,661 32,905
Class C(36 Interests) 22,829 21,748 53,824 55,940
Class D(36 Interests) 32,229 30,703 75,987 78,973
Class E(12 Interests) 11,638 11,087 27,440 28,518
Class F( 6 Interests) 7,833 7,463 18,469 19,195
Total Proforma
Rental Revenue $106,758 $101,704 $251,707 $261,599
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 Six Months Ended
6/30/98 6/30/97 6/30/98 6/30/97
Class A $241 $230 $284 $295
Class B $258 $246 $304 $316
Class C $293 $279 $345 $359
Class D $413 $394 $487 $506
Class E $448 $426 $528 $548
Class F $603 $574 $710 $738
All Units Weeks(Average)$328 $313 $387 $402
The annual dues per Unit Week for the Classes of Vacation Interests
is set forth below for each period:
Three Months Ended Six Months Ended
6/30/98 6/30/97 6/30/98 6/30/97
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 $305 $305 $305 $305
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 Six Months Ended
6/30/98 6/30/97 6/30/98 6/30/97
Class A $ 51 $ 40 $ 94 $105
Class B $ 68 $ 56 $114 $126
Class C $ 88 $ 74 $140 $154
Class D $128 $109 $202 $221
Class E $143 $121 $223 $243
Class F $238 $209 $345 $373
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 increased $10 for the
second quarter from $345 in 1997 to $355 in 1998. The average Unit
Week operating revenue decreased $21 for the six month period from
$437 in 1997 to $416 in 1998.
For the second quarter the average daily rental unit revenue for
occupied Studios/Suites increased $9 from $83 in 1997 to $92 in
1998. The 1998 results for the quarter include seasonal revenue
from the Easter (spring break) season whereas the 1997 quarter
results do not include the Easter (spring beak) season revenue.
For the six month period the average daily rental unit revenue for
occupied Studios/Suites increased $9 from $89 in 1997 to $98 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 six month periods was:
Type of Three Months Ended Six Months Ended
Unit 6/30/98 6/30/97 6/30/98 6/30/97
Class A $76 $68 $80 $73
Class B $77 $69 $85 $74
Class C $76 $74 $82 $77
Class D $121 $103 $124 $111
Class E $119 $115 $127 $120
Class F $123 $107 $138 $118
All Classes $92 $83 $98 $89
The average daily occupancy for hotel studios and suites by Class
for the comparative quarterly and six month periods was:
Type of Unit Three Months Ended Six Months Ended
6/30/98 6/30/97 6/30/98 6/30/97
Class A 69% 69% 72% 77%
Class B 61% 70% 63% 76%
Class C 59% 60% 67% 72%
Class D 44% 34% 47% 48%
Class E 60% 48% 60% 60%
Class F 80% 88% 97% 90%
All Classes 59% 58% 62% 68%
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 Six Months Ended
6/30/98 6/30/97 6/30/98 6/30/97
Class A 94% 94% 97% 100%
Class B 86% 95% 88% 100%
Class C 84% 85% 92% 97%
Class D 69% 59% 72% 73%
Class E 85% 73% 85% 85%
Class F 100% 100% 95% 100%
All Classes 84% 83% 87% 93%
Historical average monthly occupancy levels at the hotel for all
units for each quarterly period were as follows:
Monthly 1998 1997
April 67% 63%
May 54% 57%
June 56% 53%
The average Unit Week expenses increased $17 for the quarter from
$219 in 1997 to $237 in 1998.
Approximately $3 of this per Unit Week increase was due to an
increase in direct expenses, which increased from $115 in 1997 to
$118 in 1998.
Average direct expenses per Unit Week increased $16 for the quarter
from $99 in 1997 to $115 in 1998.
Repair and maintenance expenses decreased $2 per Unit Week from $5
in 1997 to $3 in 1997.
As a result of the foregoing, the average Unit Week operating
revenues exceeded operating expenses by $118 in 1998 compared to
$125 in 1997, a $7 average decrease per Unit Week.
Liquidity and Sources of Capital
At June 30, 1998 there was $738 of cash and $5,680 of cash held in
escrow resulting in $6,418 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 June 30, 1998, the sole shareholder has
paid $10,000 of the subscribed amount.
Cash flow from the hotel of $79,000 was generated by operating
activities during the quarter to provide liquidity for hotel
operations.
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, 1998. If fewer than 76
Vacation Interests are sold by October 31, 1998, 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.
The Company has conducted a review of its computer operating
systems and has identified those areas that could be affected by
the "Year 2000" issue and has developed a plan to resolve this
issue. The Company 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. Based upon a review of its
computer operating systems, the Company does not believe that its
systems interface with any systems of third parties and therefore
the Company should not be vulnerable to those third parties'
failure to remediate their own Year 2000 issues. The Company has
estimated the Year 2000 project cost to be approximately $12,000
and in August 1998 a new reservation and accounting software
package was purchased by Decade Properties, Inc., the current owner
of the hotel.
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 June 30, 1998.
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
Form 10-QSB
June 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: August 21, 1998 By:/s/ Jeffrey Keierleber
Jeffrey Keierleber
President and Principal
Financial and Accounting Officer
Of Issuer
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