-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWKCyxG//oUbOmVKOv7f7l0di4qaR2dxe9zZn+L6p6L3QF2p3Ucc/xovptU0yyrF +CLNk2Em+Ner7OTBQ7/TPw== 0000950134-98-007976.txt : 19981008 0000950134-98-007976.hdr.sgml : 19981008 ACCESSION NUMBER: 0000950134-98-007976 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19981007 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOUSAND TRAILS INC /DE/ CENTRAL INDEX KEY: 0001024124 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES [7000] IRS NUMBER: 752138671 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 333-13339 FILM NUMBER: 98721897 BUSINESS ADDRESS: STREET 1: 2711 LBJ FREEWAY STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9722432228 MAIL ADDRESS: STREET 1: 2711 LBJ FREEWAY STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: NEW THOUSAND TRAILS INC DATE OF NAME CHANGE: 19961002 10-K405/A 1 AMENDMENT NO. 1 TO FORM 10-K FOR YEAR END 6/30/98 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1998 Commission file number 0-19743 THOUSAND TRAILS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 75-2138671 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 2711 LBJ FREEWAY, SUITE 200, DALLAS, TX 75234 - ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 243-2228 ------------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- NONE NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.01 PER SHARE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ----- ----- 2 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] At September 15, 1998, the latest practicable date, the aggregate market value of voting common stock of the Registrant held by nonaffiliates was $16.1 million. At September 15, 1998, there were 7,503,208 shares of Common Stock, $.01 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III (Items 10-13) is incorporated by reference from the Registrant's definitive Proxy Statement for the Registrant's 1998 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission (the "SEC") pursuant to Regulation 14A. 3 eliminated when the Secured Notes were retired in a restructuring (the "Restructuring") that was completed on July 17, 1996 (see Note 6). Income Taxes - ------------ The Company recognizes certain revenues and expenses in periods which differ for tax and financial reporting purposes. Net Income Per Share - -------------------- SFAS No. 128 replaced the calculation of primary and fully diluted net income per share with basic and diluted net income per share. Unlike primary net income per share, basic net income per share excludes any dilutive effects of common stock equivalents. Diluted earnings per share is similar to the previously reported fully diluted earnings per share and is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding, as determined by the treasury stock method. Net income per share amounts for all periods have been restated and presented to conform to the SFAS No. 128 requirements. The tables below set forth the information necessary to compute basic and diluted net income per share for the years ended June 30, 1998, 1997 and 1996, including a summary of the components of the numerators and denominators of the basic and diluted net income per share computations for the periods presented (dollars and shares in thousands, except per share amounts):
Net Income Per Share for the years ended June 30, ------------------------------------------------- 1998 1997 1996 ------- ------- ------- Net Income $24,879 $ 6,799 $ 1,109 ======= ======= ======= Weighted Average Number of Shares - Basic 7,407 7,223 3,703 Dilutive Options 975 480 18 Dilutive Warrants 16 1 ------- ------- ------- Weighted Average Number of Shares - Diluted 8,398 7,704 3,721 ======= ======= ======= Net Income Per Share - Basic $ 3.36 $ .94 $ .30 ======= ======= ======= Net Income Per Share - Diluted $ 2.96 $ .88 $ .30 ======= ======= =======
Foreign Currency Translation Adjustments - ---------------------------------------- The Company translates the balance sheet of its Canadian subsidiary into US dollars at exchange rates in effect as of the balance sheet date. Profit and loss accounts are translated monthly at exchange rates in effect at that time. NOTE 3 -- RECEIVABLES CONTRACTS RECEIVABLE The components of contracts receivable as of June 30, 1998 and 1997, are summarized as follows (dollars in thousands):
June 30, ---------------------- 1998 1997 -------- -------- Contracts receivable -- Memberships/undivided interests $ 6,425 $ 11,293 Timeshares and lots 401 1,069 -------- -------- 6,826 12,362 Allowance for doubtful accounts (2,136) (3,855) Allowance for interest discount (234) (455) Allowance for collection costs (234) (464) Valuation allowance (78) (150) -------- -------- 4,144 7,438 Interest receivable 37 79 -------- -------- $ 4,181 $ 7,517 ======== ========
Contracts Receivable - -------------------- Contracts receivable bear interest at rates which range generally from 9.5% to 16%, with a weighted average stated rate of 13% at June 30, 1998 and 1997. The obligor's weighted average equity in the contracts receivable at June 30, 1998 and 1997, was 75% and 70%, respectively. As of June 30, 1998, 97% of the campground members and 99% of the purchasers of resort interests had paid for their membership or resort interest in full. 56 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THOUSAND TRAILS, INC. (Registrant) Date: October 7, 1998 By: /s/William J. Shaw ------------------------------------ William J. Shaw Chairman of the Board, President, Chief Executive Officer, and acting Chief Financial Officer Date: October 7, 1998 By: /s/Bryan Reed ------------------------------------ Bryan Reed Chief Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date - --------- ----- ---- /s/Andrew M. Boas Director October 7, 1998 - --------------------------- Andrew M. Boas /s/William P. Kovacs Director October 7, 1998 - --------------------------- William P. Kovacs /s/Donald R. Leopold Director October 7, 1998 - --------------------------- Donald R. Leopold /s/H. Sean Mathis Director October 7, 1998 - --------------------------- H. Sean Mathis /s/Douglas K. Nelson Director October 7, 1998 - --------------------------- Douglas K. Nelson /s/William J. Shaw Chairman of October 7, 1998 - --------------------------- the Board William J. Shaw -----END PRIVACY-ENHANCED MESSAGE-----