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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
DATED FEBRUARY 20, 1998
TO PROSPECTUS DATED OCTOBER 10, 1997 REGISTRATION NO. 333-19357
THOUSAND TRAILS, INC.
$26,524,745 SENIOR SUBORDINATED PAY-IN-KIND NOTES DUE 2003
This Prospectus Supplement (this "Supplement") contains summary financial
information for Thousand Trails, Inc., a Delaware corporation (the "Company"),
for the six and three month periods ended December 31, 1997. This Supplement
should be read in conjunction with the Prospectus dated October 10, 1997 (the
"Prospectus"), to be delivered with this Supplement. All capitalized terms
used but not defined in this Supplement shall have the meanings given to them
in the Prospectus.
The Company reported net income of $8.5 million or $1.15 per share on
revenues of $39.3 million for the first six months of fiscal 1998, which ended
December 31, 1997. This compares with net income of $1.8 million or $.26 per
share on revenues of $39.4 million for the same period last year, as restated.
For the quarter ended December 31, 1997, the Company reported net income of
$2.5 million or $.34 per share on revenues of $16.1 million, compared with net
income of $242,000 or $.03 per share on revenues of $17.1 million for the same
quarter last year, as restated.
A summary of the Company's financial results is set forth below (in
millions, except for per share amounts):
<TABLE>
<CAPTION>
For the Six Months Ended For the Three Months Ended
December 31, December 31,
--------------------------------- -----------------------------------
1997 1996 1997 1996
---------------- --------------- --------------- ------------------
(Restated) (Restated)
<S> <C> <C> <C> <C>
CONDENSED CONSOLIDATED
OPERATING STATEMENTS:
Total revenues $39.3 $39.4 $16.1 $17.1
Total expenses (30.6) (37.3) (13.5) (16.7)
Income tax provision (.2) (.3) (.1) (.2)
---------- ----------- ------------ -------------
Net income $ 8.5 $1.8 $2.5 $0.2
========== =========== ============ =============
Net income per share-basic $ 1.15 $0.26 $0.34 $0.03
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Weighted average shares 7.4 7.1 7.4 7.4
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<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
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(Unaudited)
<S> <C> <C>
BALANCE SHEET DATA
Cash and cash equivalents $1.7 $1.3
Receivables, net 5.2 7.5
Campground properties 39.7 42.8
Resort properties 1.3 1.5
Total assets 57.3 63.3
PIK Notes, including deferred gain 31.1 29.4
Borrowings under Credit Agreement 3.7 14.1
Other notes payable 0.4 0.6
Stockholders equity (deficit) (13.7) (22.2)
</TABLE>
The Company's results for the six months ended December 31, 1997, include
gains on asset sales of $3.7 million, compared with $1.2 million for the same
period last year. The Company also continued to lower expenses in the current
periods, primarily general and administrative expenses and interest. In
addition, $1.1 million of restructuring costs was incurred in the prior
periods. The Company incurs minimal federal income taxes because of
substantial net operating loss carry forwards.
At the direction of the Staff of the Securities and Exchange Commission,
the Company changed its accounting method and now recognizes revenue from the
sale of campground memberships that do not convey a deeded interest in real
estate on a straight-line basis over the expected life of the memberships sold.
To show comparable results, the Company restated its financial statements for
the six and three month periods ended December 31, 1996, to reflect this change
in accounting method.
The Company's Quarterly Report on Form 10-Q for the quarter ended December
31, 1997, which was filed with the Securities and Exchange Commission on
February 11, 1998, contains additional financial and other information
concerning the Company as of and for the six and three month periods ended
December 31, 1997. See "Available Information" in the Prospectus.
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