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, 1999.
[ ]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, 1999
PART I. FINANCIAL INFORMATION Page
Item 1.Financial Statements (unaudited)
Balance Sheet at June 30, 1999. 3
Notes to Financial Statements. 4
Supplemental Schedule of Operating Revenues
and Certain Expenses of Chart House Suites Hotel
for the three month and six month periods ended
June 30, 1999 and 1998. 5
Item 2. Management's Discussion and Analysis or Plan
of Operation 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 15
SIGNATURES 15
June 30, 1999
(unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 320
Escrow deposits 16,994
Prepaid expenses 12,450
Total Assets $ 29,764
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES:
Deferred revenue - unit maintenance $ 4,167
Deferred revenue - unit sales 15,597
Total Liabilities 19,764
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 $ 29,764
See Notes to Financial Statements
Note A--Basis of Presentation
The accompanying unaudited condensed 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. Charthouse Suites
Vacation Ownership, Inc. (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, 1999 are presented as
supplemental financial information, but are not necessarily indicative of
the results that may be expected for the year ended December 31, 1999
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, 1998.
SUPPLEMENTAL SCHEDULE OF OPERATING REVENUES AND CERTAIN EXPENSES
of Chart House Suites Hotel
For Three Months For Six Months
6/30/99 6/30/98 6/30/99 6/30/98
OPERATING REVENUES
Total rental income $115,453 $112,377 $251,387 $264,955
Total other income 3,245 2,953 5,986 5,476
Total Operating Revenues 118,698 115,330 257,373 270,431
CERTAIN EXPENSES
Salaries
Salaries 28,829 30,579 54,102 55,107
Payroll taxes-included above -0- -0- -0- -0-
Management fee 5,346 7,500 12,846 15,000
Total Salaries 34,175 38,079 66,948 70,107
Direct Expenses
Sales and marketing 2,935 4,861 7,599 10,199
Utilities 8,951 9,280 16,803 17,439
Real estate tax 7,500 7,500 15,000 15,000
Other direct expenses 20,233 16,835 43,417 37,994
Total Direct Expenses 39,619 38,476 82,819 80,632
Repair and Maintenance Expenses
Total Repair and
Maintenance Expenses 4,861 774 17,755 2,349
Total Certain Expenses 78,655 77,329 167,522 153,088
EXCESS OF OPERATING REVENUES
OVER CERTAIN EXPENSES $ 40,043 $ 38,001 $ 89,851 $117,343
Item 2. Management's Discussion and Analysis or Plan of Operation
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 financial 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, 1999 and a
separate schedule presents the results of hotel operations for the
comparative three and six month periods ended June 30, 1999 and 1998.
Forward-Looking Information
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 $119,000 in the quarter ended June 30,
1999, compared to $115,000 for the same period of 1998, an increase of
3.5%.
For the six month period ended June 30, 1999 operating revenue was $257,000
compared to $270,000 for the same period of 1998, a decrease of 4.8%. This
$13,000 decrease is attributed primarily to an unseasonably cold January
1999 which had an adverse affect on revenues and occupancy. In addition,
lower occupancy resulted from depositing Unit Weeks with the RCI Exchange
Program to be used by the Company in connection with its sale of Vacation
Interests.
Historical average monthly occupancy levels at the hotel for all units for
the comparative quarterly periods were as follows:
Monthly 1999 1998
April 66% 67%
May 51% 54%
June 51% 56%
Quarter total (average) 56% 59%
Six month total (average) 58% 62%
The occupancy levels presented above 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.
Total expenses were $79,000 for the quarter ended June 30, 1999, compared
to $77,000 for the same period of 1998, a 2.5% increase. For the six month
period ended June 30, 1999 and 1998 total expenses were $168,000 and
$153,000 respectively, a 9.8% increase. The $15,000 increase was primarily
attributable to higher repair and maintenance expenses including a new
telephone system and hospitality management information system which was
purchased during the first quarter for $12,894. It is the accounting
policy of the Company to report capital items as expenditures for the
purpose of accounting for common expenses under the License Plan. Such
assets are then capitalized for financial reporting and tax purposes.
As a result of the foregoing, the excess of operating revenues over certain
expenses was $40,000 for the quarter ended June 30, 1999, compared to
$38,000 in the same period in 1998. For the six month periods the excess
operating revenues over certain expenses was $90,000 and $117,000
respectively.
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 Unit Weeks 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:
Proforma Proforma
Three months ended Six months ended
6/30/99 6/30/98 6/30/99 6/30/98
Rental Income(Actual)$115,453 $112,377 $251,387 $264,955
Less: Pro Forma
Rental Fee (5%) (5,773) (5,619) (12,569) (13,248)
Pro Forma Net Rental
Revenue $109,680 $106,758 $238,818 $251,707
If it is assumed that all Unit Weeks remained in the Rental Pool during the
quarterly 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:
Proforma Proforma
Type of Three months ended Six months ended
Unit 6/30/99 6/30/98 6/30/99 6/30/98
Class A $ 19,315 $ 18,800 $ 42,056 $ 44,326
Class B 13,796 13,429 30,040 31,661
Class C 23,454 22,829 51,068 53,824
Class D 33,110 32,229 72,096 75,987
Class E 11,957 11,638 26,035 27,440
Class F 8,048 7,833 17,523 18,469
Total Proforma
Rental Revenue $109,680 $106,758 $238,818 $251,707
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:
Proforma Proforma
Type of Three months ended Six months ended
Unit 6/30/99 6/30/98 6/30/99 6/30/98
Class A $248 $241 $270 $284
Class B $265 $258 $289 $304
Class C $301 $293 $327 $345
Class D $425 $413 $462 $487
Class E $460 $448 $501 $528
Class F $619 $603 $674 $710
All Units
Weeks (Average)$337 $328 $367 $387
The annual dues per Unit Week for the Classes of Vacation Interests is set
forth below for each period:
Proforma Proforma
Type of Three months ended Six months ended
Unit 6/30/99 6/30/98 6/30/99 6/30/98
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:
Proforma Proforma
Type of Three months ended Six months ended
Unit 6/30/99 6/30/98 6/30/99 6/30/98
Class A $ 58 $ 51 $ 80 $ 94
Class B $ 75 $ 68 $ 99 $114
Class C $ 96 $ 88 $122 $140
Class D $140 $128 $177 $202
Class E $155 $143 $196 $223
Class F $254 $238 $309 $345
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 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
Units 6/30/99 6/30/98 6/30/99 6/30/98
Class A $ 78 $ 76 $ 80 $ 80
Class B $ 75 $ 77 $ 78 $ 85
Class C $ 76 $ 76 $ 81 $ 82
Class D $101 $121 $107 $124
Class E $121 $119 $121 $127
Class F $184 $123 $166 $138
All Classes $ 90 $ 92 $ 93 $ 98
The average daily occupancy for hotel studios and suites by Class for the
comparative quarterly and six month periods was:
Type of Three months ended Six months ended
Units 6/30/99 6/30/98 6/30/99 6/30/98
Class A 62% 69% 61% 72%
Class B 58% 61% 58% 63%
Class C 54% 59% 55% 67%
Class D 47% 44% 53% 47%
Class E 57% 60% 58% 60%
Class F 71% 80% 70% 97%
All Classes 56% 59% 58% 62%
The occupancy levels presented above 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 proforma table presents the occupancy of the hotel by Class
for the comparative quarterly period as if 25% of each Class of Vacation
Interest were occupied by Holders, and 75% were participating in the Rental
Pool.
Proforma Proforma
Type of Three months ended Six months ended
Units 6/30/99 6/30/98 6/30/99 6/30/98
Class A 87% 94% 86% 97%
Class B 83% 86% 83% 88%
Class C 79% 84% 80% 92%
Class D 72% 69% 78% 72%
Class E 82% 85% 83% 85%
Class F 96% 100% 95% 95%
All Classes 81% 84% 83% 87%
As a result of the previously described factors, the average Unit Week
operating revenue increased $10 for the second quarter from $355 in 1998 to
$365 in 1999. For the six month period, the average Unit Week operating
revenue decreased $20 from $416 in 1998 to $396 in 1999.
For the second quarter the average daily rental unit revenue for occupied
Studios/Suites decreased $2 from $92 in 1998 to $90 in 1999. The results
for the six month period showed a decrease of $5 per day from $98 in 1998
to $93 in 1999.
The average Unit Week expenses increased $5 for the second quarter from
$237 in 1998 to $242 in 1999. The $5 per Unit Week increase consisted of a
$13 increase in repair and maintenance expenses, and a $4 increase in
direct expenses, offset by a $12 decrease in salary expenses.
For the six month period, the average Unit Week expenses increased $22 from
$236 in 1998 to $258 in 1999. The $22 per Unit Week increase consisted of
a $24 increase in repair and maintenance expenses, and a $3 increase in
direct expenses, offset by a $5 decrease in salary expenses.
Average repair and maintenance expenses per Unit Week increased $13 for the
second quarter from $2 in 1998 to $15 in 1999. The increase is primarily
attributable to new carpeting. For the six month period, average repair
and maintenance expenses increased $24 per Unit Week, from $3 in 1998 to
$27 in 1999. The $24 per Unit Week increase was primarily attributable to
a non-recurring purchase of a new telephone system during the first
quarter of 1999.
Average direct expenses per Unit Week increased $4 for the second quarter
from $118 in 1998 to $122 in 1999. For the six month period, the average
direct expenses per Unit Week increased $3 from $124 in 1998 to $127 in
1999.
Average salary expenses per Unit Week decreased $12 for the second quarter
from $117 in 1998 to $105 in 1999. For the six month period, average
salary expenses per Unit Week decreased $5 from $108 in 1998 to $103 in
1999. The savings reflects lower costs for housekeeping wages. Rooms
occupied by RCI guests do not receive the same level of housekeeping
services as other hotel guests.
As a result of the foregoing, the average Unit Week operating revenue
exceeded operating expenses for the second quarter by $123 in 1999 compared
to $117 in 1998, resulting in a $6 decrease per Unit Week. For the six
month period, the average Unit Week operating revenue exceeded operating
expenses by $138 in 1999 compared to $180 in 1998, resulting in a $42
decrease per Unit Week.
Liquidity and Sources of Capital
At June 30, 1999 there was $320 of cash and $16,994 of cash held in escrow
resulting in $17,314 of cash and cash equivalents. 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, 1999, 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, historically met by operating
cash, 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.
Impact of Year 2000 Compliance
As is more fully described in the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 1998, the Company is modifying or
replacing significant portions of its software as well as certain hardware
to enable continued operations beyond December 31, 1999. As of June 30,
1999, the Company estimates its progress toward completion of its Year 2000
remediation plan as indicated in the following table.
Operating
Equipment
IT with
Systems Embedded Chips Products Third Party
Resolution Phase (Estimated Percent Complete at June 30, 1999)
Assessment 100% 100% 100% 95%
Remediation 100% 80% 100% 80%
Testing 90% 80% 100% 75%
Implementation 50% 80% 90% 70%
Expected
Completion Date 9/30/99 10/31/99 9/30/99 8/31/99
To date, the Company has incurred costs of $26,000 for the Year 2000
project. Management now estimates that the Company's share of total
project cost will be $28,000. Management's assessment of the risks
associated with the Year 2000 project and the status of the Company's
contingency plans are unchanged from that described in the 1998 annual
report on Form 10-KSB.
The Company's plans to complete the Year 2000 modifications are based on
management's best estimates, which are based on numerous assumptions about
future events including the continued availability of certain resources and
other factors. Estimates on the status of completion and the expected
completion dates are based on the level of effort expended to date to total
expected (internal) staff effort. However, there can be no guarantee that
these estimates will be achieved and actual results could differ materially
from those plans. Specific factors that might cause such material
differences include, but are not limited to, the availability and cost of
personnel trained in this area, the ability to locate and correct all
relevant computer codes and similar uncertainties.
The information above contains forward-looking statements, including,
without limitation, statements relating to the Company's plans, strategies,
objectives, expectations, intentions, and adequate resources that are made
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned that forward-looking
statements about Year 2000 should be read in conjunction with the Company's
disclosures under the heading Forward-Looking Information.
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
The following exhibit is included herein:
(27) Financial Data Schedule
The Company did not file any reports on Form 8-K during the three months
ended June 30, 1999.
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 13, 1999 By:/s/ Jeffrey Keierleber
Jeffrey Keierleber
President and Principal
Financial and Accounting Officer
Of Issuer
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