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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - MAY 24, 1999
(Date of Earliest Event Reported)
ResortQuest International, Inc.
(Exact name of registrant as specified in its charter)
Commission File No. 1-14115
Delaware 52-2055247
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(State of Incorporation) (I.R.S. Employer
Identification No.)
530 Oak Court Drive, Suite 360
Memphis, Tennessee 38117
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (901) 762-0600
Page 1 of 4 pages. Exhibit
index appears on page 4.
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Item 5. Other Events
On May 24, 1999, ResortQuest issued the attached press release
commenting on its expected results for the second quarter of 1999 and
announcing that it will apply to withdraw its registration statement on Form
S-3, filed with the Securities and Exchange Commission on May 21, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.13 ResortQuest International, Inc. Press Release issued
on May 24, 1999.
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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.
RESORTQUEST INTERNATIONAL, INC.
By: /s/ JEFFERY M. JARVIS
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Name: Jeffery M. Jarvis
Title: Senior Vice President and
Chief Financial Officer
Dated May 24, 1999
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EXHIBIT INDEX
Exhibit No. Description
99.13 ResortQuest International, Inc. Press Release issued
on May 24, 1999.
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Exhibit 99.13
FOR IMMEDIATE RELEASE
Contact: Jeff Jarvis Jerry Daly and Carol McCune (Media)
Chief Financial Officer Daly Gray Public Relations
ResortQuest International (609) 383-1414
(901) 762-0600
RESORTQUEST INTERNATIONAL COMMENTS ON SECOND QUARTER EXPECTATIONS AND
ANNOUNCES INTENTION TO WITHDRAW COMMON STOCK OFFERING
MEMPHIS, Tenn., May 24, 1999--ResortQuest International, Inc. (NYSE:
RZT) today announced that it expects its second quarter diluted pro forma
earnings per share to be in the range of $0.10 to $0.14 per share. This compares
with pro forma earnings per share of $0.07 in the second quarter of 1998. First
Call's consensus estimate for the company's 1999 second quarter is $0.18 per
share. Although management believes the operating fundamentals of the business
remain strong, the anticipated shortfall will be attributable to increased G&A
expenses resulting from new acquisitions, developing a national brand and
building the company's comprehensive Internet web site, ResortQuest.com, and the
timing, type and seasonality of acquisitions completed in the second quarter.
According to David Sullivan, the company's chairman and CEO, "Although
we normally would not comment on consensus estimates for the second quarter and
the remainder of the year at such an early time, we believe it is important to
highlight two factors that are unique to our business and are expected to impact
our earnings estimates for this year. First, our G&A expenses were increased to
absorb new acquisitions and to establish a national brand, which includes costs
to develop our very successful web site and our national advertising.
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ResortQuest International
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"The introduction in January of ResortQuest.com, our interactive web
site, has continued to generate very positive results for us," Sullivan added.
"At ResortQuest.com, consumers can search through our inventory of nearly 15,000
vacation homes and condominiums, view photographs and floor plans, check
availability and then make reservations on line. In the month of March, we
generated more than eight million hits to our website.
"Second, the timing, type (beach vs. mountain) and seasonality of
acquisitions are expected to impact anticipated quarterly and annual results. As
an example, we closed seven acquisitions in the first quarter which did not
impact our first quarter estimates. However, during the second quarter, we had
planned to close certain beach resort acquisitions in the early part of the
quarter, which have either slipped to the later part of this quarter or into the
third quarter. In addition, we plan to close certain mountain resort
acquisitions in the second quarter, which may have a negative impact on the
quarter since they are past their peak season.
"The acquisitions through the end of the first quarter brought to 12
the number of acquisitions we have completed since our May 1998 IPO and
increased our total portfolio from 9,000 to nearly 15,000 vacation rental
units," Sullivan said. "The seasonality of resort property management companies
makes it very difficult to predict the quarterly impact of our acquisitions, and
we have been unable to time all of these acquisitions prior to their peak
seasons. We are pleased that our overall operations, including our recent
acquisitions, have performed in accordance with our expectations and are excited
about our potential future growth opportunities."
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ResortQuest International
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ResortQuest is applying to withdraw its 4,000,000 common share
offering--2,000,000 for the company and 2,000,000 for the selling
shareholders--which is on file with the Securities and Exchange Commission, and
the underwriters for the offering have agreed to release all shareholder lock-up
agreements entered into in connection with this proposed offering. The IPO
lock-ups of the shareholders of the founding companies expire on May 26, 1999,
and the remaining IPO lock-ups, including those with respect to investors in the
sponsor entities, Capstone Partners, LLC, and Alpine Consolidated II, LLC,
expired last week.
The second quarter 1998 pro forma income includes the results of
operations of the founding companies, Abbott Resorts, and the three acquisitions
accounted for as a pooling of interests (Plantation Resort, Mountain High
Management, High Country Resorts) and an adjustment for corporate expense. The
remaining acquisitions are included in the results of operations from their
respective dates of acquisition.
ResortQuest's current locations include Gulf Shores, Ala.;
Scottsdale/Phoenix, Ariz.; Palm Desert, Calif.; Aspen, Breckenridge, Dillon and
Telluride, Colo.; Bethany Beach, Del.; Captiva Island, Destin, Ft. Walton Beach
and Sanibel Island, Fla.; St. Simons Island, Ga.; Hawaii, Maui, Oahu, and Kauai,
Hawaii; Nantucket, Mass.; Big Sky, Mont.; the Outer Banks of North Carolina;
Sunriver, Ore.; Hilton Head Island, S.C.; Park City, Utah; and Whistler, British
Columbia.
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ResortQuest International
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THE MATTERS IN THIS PRESS RELEASE INCLUDE "FORWARD LOOKING STATEMENTS"
WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS OF SECTION 27A OF THE
SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
INCLUDING STATEMENTS REGARDING POSSIBLE EVENTS AND BUSINESS DEVELOPMENTS DURING
THE SECOND QUARTER AND THE FISCAL YEAR. THESE STATEMENTS ARE BASED ON
ASSUMPTIONS AND ANALYSES THE COMPANY HAS MADE IN LIGHT OF MANAGEMENT'S
PERCEPTION OF HISTORICAL TRENDS, CURRENT BUSINESS AND ECONOMIC CONDITIONS AND
EXPECTED FUTURE DEVELOPMENTS AS WELL AS OTHER FACTORS. HOWEVER, WHETHER ACTUAL
RESULTS AND DEVELOPMENTS WILL CONFORM WITH THESE EXPECTATIONS AND PREDICTIONS IS
SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES BEYOND THE COMPANY'S CONTROL,
INCLUDING FACTORS IDENTIFIED IN FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORMS 10-Q, 10-K AND 8-K, PARTICULARLY THOSE FACTORS SET FORTH IN
OUR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 UNDER "FACTORS THAT MAY
AFFECT FUTURE RESULTS", GENERAL ECONOMIC, MARKET OR BUSINESS CONDITIONS, THE
ABILITY TO FIND AND CONSUMMATE ATTRACTIVE ACQUISITIONS AND THE ACTUAL TIMING OF
ACQUISITIONS AS SUCH TIMING WOULD AFFECT THE CONTRIBUTIONS TO THE COMPANY'S
RESULTS OF OPERATIONS FOR A GIVEN PERIOD, THE ABILITY TO FINANCE ACQUISITIONS
AND OTHER FACTORS. CONSEQUENTLY, THERE CAN BE NO ASSURANCE THAT ACTUAL RESULTS
OR DEVELOPMENTS THAT ARE ANTICIPATED CAN BE REALIZED OR, EVEN IF REALIZED, THAT
THEY WILL HAVE THE EXPECTED CONSEQUENCES TO OR EFFECTS ON THE COMPANY.
