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, 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)
(262) 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
September 30, 1999
PART I. FINANCIAL INFORMATION Page
Item 1.Financial Statements (unaudited)
Balance Sheet at September 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 nine month periods ended
September 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<PAGE>
/* WordPerfect WARNING - No Equivalent EDGAR Representation */
/* WordPerfect Structure - Footer A Beginning */
3
/* WordPerfect Structure - Footer A Ending */
/* WordPerfect WARNING - No Equivalent EDGAR Representation */
/* WordPerfect Structure - Header A Beginning */
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
/* WordPerfect Structure - Header A Ending */
BALANCE SHEET
September 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
<PAGE>
/* WordPerfect WARNING - No Equivalent EDGAR Representation */
/* WordPerfect Structure - Header A Beginning */
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
Form 10-QSB
September 30, 1999
/* WordPerfect Structure - Header A Ending */
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 nine month periods
ended September 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.
<PAGE>SUPPLEMENTAL SCHEDULE OF OPERATING REVENUES AND CERTAIN EXPENSES
of Chart House Suites Hotel
For Three Months For Nine
Months 9/30/99 9/30/98 9/30/99
9/30/98
OPERATING REVENUES
Total rental income $ 76,520$ 83,599$327,907 $348,554
Total other income 2,385 680 8,372 6,156
Total Operating Revenues 78,905 84,279 336,279 354,710
CERTAIN EXPENSES
Salaries
Salaries 32,653 25,530 83,845 77,688
Payroll taxes-included above -0- -0- -0- -0-
Management fee 5,500 5,295 18,346 20,295
Total Salaries 38,153 30,825 102,191 97,983
Direct Expenses
Sales and marketing 6,926 3,690 14,526 13,890
Utilities 9,758 9,745 26,561 27,184
Real estate tax 7,500 7,500 22,500 22,500
Other direct expenses 16,436 22,989 62,762 63,931
Total Direct Expenses 40,620 43,924 126,349 127,505
Repair and Maintenance Expenses
Total Repair and
Maintenance Expenses 7,462 12,959 25,217 15,308
Total Certain Expenses 86,235 87,708 253,757 240,796
EXCESS (DEFICIENCY) OF OPERATING REVENUES
OVER CERTAIN EXPENSES $ (7,330) $ (3,429) $ 82,522 $113,914
<PAGE>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 as of September 30, 1999 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 September 30, 1999 and a
separate schedule presents the results of hotel operations for the comparative
three and nine month periods ended September 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 $79,000 in the quarter ended September 30,
1999, compared to $84,000 for the same period of 1998, a decrease of 6.4%.
The threat of hurricanes including hurricane Harvey in September contributed
to the decline in occupancy. Although hurricane Harvey missed the area,
occupancy suffered as a result of its proximity in the Gulf of Mexico. For
the nine month period ended September 30, 1999 operating revenue was $336,000
compared to $355,000 for the same period of 1998, a decrease of 5.4%. This
$19,000 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
July 58% 66%
August 49% 59%
September 49% 55%
Quarter total (average)52%60%
Nine month total (average)56% 61%
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 $86,000 for the quarter ended September 30, 1999, compared
to $88,000 for the same period of 1998, a 2.3% decrease. For the nine month
periods ended September 30, 1999 and 1998 total expenses were $254,000 and
$241,000 respectively, a 5.4% increase. The $13,000 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 deficiency of operating revenues over
certain expenses was ($7,000) for the quarter ended September 30, 1999,
compared to ($3,000) in the same period in 1998. For the nine month periods
the excess operating revenues over certain expenses was $83,000 and $114,000
respectively.
The proposed ownership of a Vacation Interest entitles purchasers to the
right, subject to the terms and conditions of the License Plan, to rent or use
the Chart House Suites hotel for eight weeks of each year until December 31,
2040. Holders are entitled to two consecutive weeks of time for each season
(e.g. Spring, Summer, Fall and Winter). All Unit Weeks (including those owned
by the Company) will automatically be placed in the Rental Pool. The Company
will attempt to rent the Unit Weeks and will remit net rent proceeds, if any,
to the Holder on a quarterly basis. The Company is offering Vacation
Interests that, in the aggregate, will provide the Holders the right to rental
income from the Rental Pool, if any, or the right to use one of the 25 suites
for 8 weeks out of every year.
Under the License Plan, Holders who participate in the Rental Pool will
receive income based upon ratios based upon the Company's arbitrary off-season
nightly walk-in rate for each Class of suite and upon the actual number of
Unit Weeks for each Class that is participating in the Rental Pool. Because
Holders may personally use the Vacation Interests or exchange them in RCI's
Exchange Program rather than leaving them in the Rental Pool, actual
participation rental percentages will vary. The actual percentage allocation
among Classes of Interests will vary in relation to how many Unit Weeks are
actually placed into the Rental Pool each Unit Week.
If the Rental Pool had been operating during the quarterly and nine month
periods presented herein, and if it is assumed that all studios and suites
actually rented had been rented on behalf of the Rental Pool, then the net
rental revenue would be derived as follows:
Proforma Proforma
Three months ended Nine months ended
9/30/99 9/30/98 9/30/99 9/30/98
Rental Income(Actual)$ 76,520 $ 83,599 $327,907 $348,554
Less: Pro Forma
Rental Fee (5%) (3,826) (4,180) (16,395) (17,428)
Pro Forma Net Rental
Revenue $ 72,694 $ 79,419 $311,512 $331,126
If 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 Nine months ended
Unit 9/30/99 9/30/98 9/30/99 9/30/98
Class A $ 12,801 $ 13,986$ 54,857$ 58,312
Class B 9,144 9,990 39,184 41,651
Class C 15,545 16,983 66,613 70,807
Class D 21,945 23,975 94,042 99,962
Class E 7,925 8,658 33,959 36,098
Class F 5,334 5,827 22,857 24,296
Total Proforma
Rental Revenue $ 72,694 $ 79,419 $311,512 $331,126
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 Nine months ended
Unit 9/30/99 9/30/98 9/30/99 9/30/98
Class A $164 $179 $234 $249
Class B $176 $192 $251 $267
Class C $199 $218 $285 $303
Class D $281 $307 $402 $427
Class E $305 $333 $435 $463
Class F $410 $448 $586 $623
All Units
Weeks (Average)$224 $244 $319 $340
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 Nine months ended
Unit 9/30/99 9/30/98 9/30/99 9/30/98
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 Nine months ended
Unit 9/30/99 9/30/98 9/30/99 9/30/98
Class A $(26) $(11) $ 44 $ 59
Class B $(14) $ 2 $ 61 $ 77
Class C $ (6) $ 13 $ 80 $ 98
Class D $ (4) $ 22 $117 $142
Class E $ 0 $ 28 $130 $158
Class F $ 45 $ 83 $221 $258
The following information sets forth the results of operations of the hotel by
average Unit Week and by Class under the proposed Rental Pool. 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 nine month periods was:
Type of Three months ended Nine months ended
Units 9/30/99 9/30/98 9/30/99 9/30/98
Class A $ 63 $ 63 $ 74 $ 75
Class B $ 63 $ 74 $ 74 $ 81
Class C $ 64 $ 65 $ 75 $ 76
Class D $ 89 $ 94 $106 $114
Class E $ 91 $ 97 $113 $117
Class F $220 $118 $184 $131
All Classes $ 77 $ 78 $ 89 $ 91
The average daily occupancy for hotel studios and suites by Class for the
comparative quarterly and nine month periods was:
Type of Three months ended Nine months ended
Units 9/30/99 9/30/98 9/30/99 9/30/98
Class A 59% 66% 63% 70%
Class B 58% 62% 56% 62%
Class C 53% 63% 58% 66%
Class D 44% 45% 50% 46%
Class E 65% 55% 60% 58%
Class F 64% 99% 73% 92%
All Classes 52% 60% 62% 72%
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 Nine months ended
Units 9/30/99 9/30/98 9/30/99 9/30/98
Class A 84% 91% 88% 95%
Class B 83% 87% 81% 87%
Class C 78% 88% 83% 91%
Class D 69% 70% 75% 71%
Class E 90% 80% 85% 83%
Class F 89% 100% 98% 100%
All Classes 77% 85% 87% 97%
As a result of the previously described factors, the average Unit Week
operating revenue decreased $17 for the third quarter from $259 in 1998 to
$242 in 1999. For the nine month period, the average Unit Week operating
revenue decreased $19 from $364 in 1998 to $345 in 1999.
For the third quarter the average daily rental unit revenue for occupied
Studios/Suites increased $1 from $75 in 1998 to $76 in 1999. The results for
the nine month period showed a decrease of $3 per day from $90 in 1998 to $87
in 1999.
The average Unit Week expenses decreased $5 for the third quarter from $270 in
1998 to $265 in 1999. The $5 per Unit Week decrease consisted of a $17
decrease in repair and maintenance expenses, and a $10 decrease in direct
expenses, offset by a $22 increase in salary expenses.
For the nine month period, the average Unit Week expenses increased $13 from
$247 in 1998 to $260 in 1999. The $13 per Unit Week increase consisted of a
$10 increase in repair and maintenance expenses, and a $4 increase in salary
expenses, offset by a $1 decrease in direct expenses.
Average repair and maintenance expenses per Unit Week decreased $17 for the
third quarter from $40 in 1998 to $23 in 1999. The $17 decrease is primarily
attributed to the non-recurring purchase of a new reservation and accounting
software package during the third quarter of 1998. For the nine month period,
average repair and maintenance expenses increased $10 per Unit Week, from $16
in 1998 to $26 in 1999. The $10 increase for the nine month period was
primarily attributable to the purchase of new furniture and carpeting.
Average direct expenses per Unit Week decreased $10 for the third quarter from
$135 in 1998 to $125 in 1999. For the nine month period, the average direct
expenses per Unit Week decreased $1 from $131 in 1998 to $130 in 1999.
Average salary expenses per Unit Week increased $22 for the third quarter from
$95 in 1998 to $117 in 1999. For the nine month period, average salary
expenses per Unit Week increased $4 from $101 in 1998 to $105 in 1999.
As a result of the foregoing, the average Unit Week operating, expenses
exceeded operating revenue for the third quarter by $23 in 1999 compared to
$11 in 1998, resulting in a $12 per Unit Week improvement. For the nine month
period, the average Unit Week operating revenue exceeded operating expenses by
$85 in 1999 compared to $117 in 1998, resulting in a $32 decrease per Unit
Week.
Liquidity and Sources of Capital
At September 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 September 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 1,
1999. If fewer than 76 Vacation Interests are sold by October 1, 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. During October 1999, subsequent to the end of the quarter, the
Company waived its rights to cancel the licenses. Accordingly, the purchase
of the property is expected to be completed before year end.
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 and operating income.
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 September 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 September 30, 1999)
Assessment 100% 100% 100% 100%
Remediation 100% 90% 100% 90%
Testing 95% 90% 100% 85%
Implementation 75% 90% 95% 80%
Expected
Completion Date 11/30/99 12/15/99 11/30/99 11/30/99
To date, the Company has incurred costs of $27,000 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
September 30, 1999.
/* WordPerfect WARNING - No Equivalent EDGAR Representation */
/* WordPerfect Structure - Header A Beginning */
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
Form 10-QSB
September 30, 1999
/* WordPerfect Structure - Header A Ending */
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 9, 1999 By: /s/ Jeffrey
Keierleber Jeffrey Keierleber
President and Principal
Financial and Accounting Officer
Of Issuer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 320
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 29,444
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,764
<CURRENT-LIABILITIES> 19,764
<BONDS> 0
<COMMON> 10,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 29,764
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
