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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
DATED FEBRUARY 20, 1998
TO PROSPECTUS DATED DECEMBER 10, 1997 REGISTRATION NO. 333-22705
THOUSAND TRAILS, INC.
419,612 SHARES OF COMMON STOCK
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):
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<CAPTION>
For the Six Months Ended For the Three Months Ended
December 31, December 31,
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1997 1996 1997 1996
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(Restated) (Restated)
CONDENSED CONSOLIDATED
OPERATING STATEMENTS:
<S> <C> <C> <C> <C>
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)
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Net income $ 8.5 $ 1.8 $ 2.5 $ 0.2
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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)
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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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