SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
Commission file number 1-14115
RESORTQUEST INTERNATIONAL, INC.
DELAWARE 62-1750352
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
530 OAK COURT DRIVE
SUITE 360
MEMPHIS, TN 38117
(Address of principal executive offices) (Zip Code)
(901)762-0600
(Registrant's telephone number including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE
ON WHICH REGISTERED
Common Stock, $.01 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT.
NONE
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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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulations S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in the definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K |_|
The aggregate market value of the voting stock held by non-affiliates
of the registrant computed by reference to the closing price at which the stock
was sold as of March 21, 2000 was approximately $85,541,016.
The number of shares outstanding of each of the registrant's classes of
common stock as of March 21, 2000 was 18,917,893 shares of common stock, all of
one class.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1999 Annual Report to Shareholders Parts I, II and IV
Portions of the Proxy Statement for the 2000 Annual
Meeting of Shareholders Parts I, III and IV
TABLE OF CONTENTS
PART I...................................................................................................1
ITEM 1. Business .......................................................................................1
GENERAL.....................................................................................1
INDUSTRY OVERVIEW...........................................................................2
BUSINESS STRATEGY...........................................................................4
GROWTH STRATEGY.............................................................................5
MARKETS.....................................................................................7
SERVICES OFFERED............................................................................8
MARKETING..................................................................................10
TECHNOLOGY.................................................................................11
YEAR 2000 COMPLIANCE.......................................................................12
COMPETITION................................................................................13
EMPLOYEES..................................................................................13
FACTORS THAT MAY AFFECT FUTURE RESULTS.....................................................14
ITEM 2. Properties....................................................................................24
ITEM 3. Legal Proceedings.............................................................................24
ITEM 4. Submission of Matters to a Vote...............................................................24
Executive Officers of ResortQuest.......................................................................24
PART II.................................................................................................26
ITEM 5. Market for ResortQuest's Common Equity and Related
Stockholder Matters........................................................................26
ITEM 6. Selected Financial Data.......................................................................26
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Result of Operations.........................................................26
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.....................................26
ITEM 8. Financial Statements and Supplementary Data....................................................27
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................................................27
PART III................................................................................................27
ITEM 10. Directors and Executive Officers of ResortQuest...............................................27
ITEM 11. Executive Compensation........................................................................27
ITEM 12. Security Ownership of Certain Beneficial Owners and Management................................27
ITEM 13. Certain Relationships and Related Transactions................................................27
PART IV.................................................................................................28
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Forms 8-K..............................28
14(a)(1) FINANCIAL STATEMENTS.............................................................28
14(a)(2) FINANCIAL STATEMENT SCHEDULES....................................................28
14(a)(3) EXHIBITS.........................................................................28
14(b) REPORTS ON FORM 8-K.................................................................36
PART I
ITEM 1. BUSINESS
I. GENERAL
ResortQuest is the first company to offer vacation condominium and home
rentals, sales and property management services under a national brand name and
is a leading provider of vacation rentals in premier destination resorts
throughout the United States and in Canada. Through the consolidation of leading
vacation rental and property management companies, the development of a national
brand and marketing initiative and best practices management systems, we offer
vacationers a branded network of high quality, fully furnished, privately-owned
condominium and home rentals. In addition, we provide property owners with
superior management services by combining local management expertise with the
marketing power and resources of a leading brand, which work to enhance a
property's value and marketability.
We commenced operations on May 26, 1998, concurrent with our initial
public offering and the acquisition of 12 leading vacation rental and property
management companies and the industry's leading management software company
(collectively, the "Founding Companies"). Since that time, we have completed 18
additional vacation rental and property management acquisitions, five in 1998
and 13 in 1999 (together with the Founding Companies, the "Operating
Companies"). Our 1999 acquisitions added more than 4,000 rental units to our
portfolio of vacation rental condominiums and homes and introduced the
ResortQuest brand to several new markets, including Orlando, Florida, the number
one tourist destination in the world. We currently manage approximately 17,000
condominiums and homes in 40 premier destination resort locations throughout the
United States and in Canada.
Most vacationers seeking to rent a condominium or home at a popular
destination resort typically have relied on local vacation rental and property
management firms to inquire about availability and make reservations.
Vacationers made rental choices with limited information and, as a result, faced
great uncertainty concerning the quality of their rental. To address this need,
we established the ResortQuest brand to provide vacationers with access to
quality condominium and home rentals intended to consistently meet their
expectations. The ResortQuest brand is designed to ensure that a vacation rental
meets customer expectations by providing a standardized, basic level of products
and services throughout our extensive national network of quality condominiums
and homes in premier destination resorts and by consistently categorizing
accommodations based on quality, appearance and features.
We also offer vacationers a single source from which they can easily
access information about and make reservations for our condominium and home
rentals. RESORTQUEST.COM, one of the most comprehensive web sites in the
vacation industry, enables vacationers to search through all of our vacation
home and condominium rentals, view extensive information about each rental
property, including photographs and floor plans, take virtual tours of our
condominium and home rental units and popular attractions in all of our resort
locations, check availability and rental rates and make real-time reservations
directly on line. Pursuant to our recent strategic alliance with Target Travel,
visitors to RESORTQUEST.COM also can complete their travel itineraries by
pairing our rental accommodations with Target Travel's competitively priced
airline and car
rental reservations. In addition, for customers interested in buying or selling
a vacation home, RESORTQUEST.COM provides multiple location real estate listings
for homes and condominiums located in 24 of our resort locations. Vacationers
also have the option of obtaining information from and making reservations
through our 24-hour toll-free reservations line, which is staffed by agents who
are familiar with our managed condominiums and homes.
Our primary source of revenue is property rental fees, which are charged
to the property owners as a percentage of the vacationer's total rental rate.
Fee percentages for condominiums and homes range from approximately 3% to over
40% of rental rates depending on:
- the market;
- the type of services provided to the property owner;
- the type of rental unit managed; and
- which party bears responsibility for certain operating expenses.
For the year ended December 31, 1999, we generated total revenues of
approximately $127.9 million, which includes $65.8 million of revenues from
property management fees, and net income of $4.4 million. We believe that our
national brand and superior management services, which are designed to enhance
rental income for property owners, will provide us with a competitive advantage
in attracting additional high quality condominiums and homes in our markets.
A. Industry Overview
The United States is the largest market in the world for the travel and
tourism business, representing an estimated 20% of total worldwide travel and
tourism expenditures. From 1987 to 1997, the U.S. market consistently grew at a
compounded annual rate of 6.1%. In 1997, expenditures for tourism in the United
States reached approximately $482 billion, or approximately 6% of 1997's gross
domestic product, making the U.S. travel and tourism industry one of the largest
sectors in the U.S. economy. Expenditures for tourism are expected to continue
to increase and reach $594 billion by 2001.
The travel and tourism industry can be segmented into a number of
categories depending on the purpose of travel. The two primary categories are
business travel, including both personal and work related, and pleasure travel.
According to the Department of Transportation's 1995 American Travel Survey,
pleasure travel represented 63% of total trips taken by Americans. We focus on a
subsegment of the pleasure travel area, specifically the leisure segment. The
leisure segment represents all trips taken for vacation purposes other than
those trips to visit family or friends. Within the leisure segment, the total
market for vacation condominium, home and apartment rentals, which are marketed
predominantly by vacation rental and property management companies, was over $10
billion in 1996, representing over 20 million vacation property rentals. Rental
revenues grew 8.7% from 1995 to 1996, and we believe that this growth has been,
and will continue to be, driven by two primary factors: the overall growth in
the leisure travel and tourism industry, which reflected a 16.1% increase in
revenues from 1995 to 1997, and the increasing number of vacationers seeking to
rent vacation condominiums and homes. We believe this data reflects the most
recently available industry information.
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Destination resort vacationers primarily have three alternatives for
overnight accommodations: commercial lodging establishments, timeshare resorts
and privately-owned vacation condominiums and homes. For many vacationers,
particularly those with families, a lengthy stay at a quality commercial lodging
establishment can be expensive. Vacation condominium and home rentals generally
offer families greater space and convenience than a resort hotel room, including
separate living, sleeping and eating quarters. As a result, families generally
have more privacy and greater flexibility in a vacation condominium or home.
Furthermore, by utilizing the full kitchens available in most properties,
vacationers can also save on dining costs in a vacation condominium or home
rental. In addition, vacation condominium and home rentals frequently include
access to private yards, swimming pools, tennis courts and other recreational
facilities, and generally offer a greater variety of locations, accommodations
and price ranges within a market to meet a vacationer's desires.
Vacation property rentals are also a less expensive and more flexible
alternative to timeshare interests. Unlike vacation property rentals, timeshare
interests require the purchase of an ownership interest in a vacation residence
and continuing annual maintenance payments. A timeshare owner has the right to
use the same vacation residence for the same length of time each year. Subject
to availability and the payment of a membership fee and a variable exchange fee
to join a timeshare exchange program, a timeshare owner may request that his
timeshare interval be exchanged for a timeshare interval at another
participating resort. Owners are generally limited to timeshare intervals at
participating resorts and to those units which have been assigned an equal or
lower rating by the exchange program based on the location, size and quality of
the unit, the quality of the resort and the time of year requested.
Most vacation condominiums and homes are second homes with absentee owners
who are unable to manage the rental process easily. Vacation rental and property
management companies facilitate the rental process by handling all interactions
with vacationers, including:
- accepting reservations;
- collecting rental payments, security deposits and other fees;
- operating check-in and check-out locations; and
- arranging for inspections, security and maintenance.
The publishing of catalogs, print advertising and other marketing activities of
a successful vacation rental and property management company also can enhance
the vacation condominium or home's occupancy rate and increase rental income to
the property owner.
The vacation rental and property management industry is highly fragmented,
with an estimated 3,000 vacation rental and property management companies in the
United States. Most vacation rental condominiums and homes are managed by and
booked through local vacation rental and property management firms, whose
principal means of attracting property owners and vacationers are by referral,
word of mouth, limited local advertising and direct mailings. Before
ResortQuest, there was no central reservations service for vacationers or travel
agents to obtain information regarding most condominium or home rental
opportunities at popular destination resorts nationwide or for booking such
rentals once a destination was selected. We believe the vacation rental and
property management industry remains highly inefficient and presents a
significant market opportunity for a well-capitalized company offering a
national, branded
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network of high-quality vacation condominiums and homes with superior levels of
customer service.
B. Business Strategy
Our objective is to enhance our position as a leading provider of premier
condominium and home rentals in destination resorts by pursuing the following
elements of our business strategy:
CONTINUE TO BUILD THE RESORTQUEST BRAND. Prior to ResortQuest, there was
no national brand for vacation condominium and home rentals, no industry
standards for quality and a general lack of access to reliable information
regarding rental opportunities for vacationers. We have increased the
information available to vacationers, established the only national brand in the
fragmented vacation rental industry and continue to provide vacationers with
high quality condominium and home rentals. The ResortQuest brand is designed to
ensure that a vacation rental meets customer expectations by providing a basic,
standardized level of products and services and by consistently categorizing
accommodations based on quality, appearance and amenities.
CAPITALIZE ON TECHNOLOGY. We believe that our investment in technology,
especially that related to the Internet, will create a significant competitive
advantage and be critical in building our national brand, increasing revenue,
reducing costs and managing vacationer, owner, employee and investor
expectations. Our commitment to technology is evidenced by (1) RESORTQUEST.COM,
our comprehensive web site which enables consumers to search through our
vacation rentals, to take virtual tours of rental properties and popular
attractions at our resort locations, to check availability and to make vacation
property, airline and car rental reservations on-line, and (2) First Resort
Software, which is a leading provider of integrated software for the vacation
rental and property management industry. We plan to use First Resort Software to
link our existing and future acquired companies' property management databases
in order to enhance our cross-selling and direct marketing efforts. We also
intend to develop proprietary data mining tools to enhance our cross-selling and
direct marketing efforts.
OFFER VACATIONERS SUPERIOR CUSTOMER SERVICE. We believe that maintaining
superior levels of customer service is critical to maintaining a reputation for
high quality condominiums and homes and for attracting new customers.
Vacationers typically rent vacation condominiums and homes for greater space and
flexibility, but these customers also frequently desire many of the amenities
and services of hotel accommodations. As a result, we require each Operating
Company to deliver a standardized, basic level of amenities and services
designed to enhance the vacationer's overall experience. We have established a
detailed listing of basic standards relating to conveniently located check-in
and check-out locations, efficient check-in and check-out procedures, extended
front desk hours, cleanliness of units and access to emergency contact and
maintenance personnel. We also strive to offer maximum flexibility to meet the
varied needs of our vacationers and in most markets can arrange for services
such as golf tee times, bicycle rentals, ski lift tickets, grocery delivery or
restaurant reservations. By offering the convenience and accommodations of a
condominium or home while providing many of the amenities and services of a
hotel, we believe we will continue to strengthen the loyalty of our existing
customers and attract new vacationers into the vacation condominium and home
rental market.
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ENHANCE VALUE FOR PROPERTY OWNERS. We provide property owners with
superior management services by combining local management expertise with the
marketing power and resources of a leading brand, which work to increase rental
income through increased occupancy and rental rates. Since substantially all of
the condominiums and homes managed by us are second homes with absentee owners,
we offer a range of high quality vacation rental and property management
services designed to meet the broad real estate needs of these owners. In most
markets, we will assume broad responsibility for the condominium or home, from
marketing and coordinating all aspects of renting the individual condominium or
home to managing common areas and homeowners' associations. In addition, we
provide owners with concise, timely and accurate monthly statements and payments
for the rental and management of their condominiums and homes. We believe that
our reputation for high quality, comprehensive management services will be a key
competitive advantage in increasing the number of condominiums and homes under
our management within our existing markets.
CAPITALIZE ON THE EXPERIENCE OF SENIOR MANAGEMENT. Our senior management
team has the breadth of experience necessary to execute our business plan
effectively.
- DAVID L. LEVINE, President and Chief Executive Officer, is the former
President and Chief Operating Officer of Equity Inns, Inc., a leading
real estate investment trust specializing in hotel acquisitions.
Concurrently he served as President and Chief Operations Officer of
Trust Management, Inc. which operated Equity Inns properties.
- JAMES S. OLIN, Chief Operations Officer, is the former President of
Abbott Resorts, our largest Operating Company, and Vice President for
ResortQuest's Gulf Coast Region. He has over 12 years of experience in
the travel and tourism industry.
- J. MITCHELL COLLINS, Senior Vice President and Chief Financial Officer,
is a former senior manager with Arthur Andersen LLP and was head of
real estate and hospitality services for Andersen's Mid-South practice.
He has over a decade of financial consulting experience with significant
experience with mergers and acquisitions and special expertise in the
integration of multiple reporting functions for large hospitality
companies.
- FREDERICK L. FARMER, Senior Vice President and Chief Information
Officer, has more than 20 years of experience working for Fortune 500
companies. Mr. Farmer most recently spent 12 years with Marriott
International as Senior Vice President, Internet and Desktop Services
and was responsible for positioning Marriott for Internet commerce.
- PAUL N. MANTERIS, Senior Vice President, Homeowner Relations/Operations,
is the former Manager of Training and Special Projects for Premier
Resorts, Inc., a hospitality management company operating primarily in
the Western United States and Hawaii. He has over 21 years of experience
in the hospitality industry.
- W. MICHAEL MURPHY, Senior Vice President and Chief Development Officer,
leads our mergers and acquisitions effort. Mr. Murphy has been involved
with real estate acquisition businesses and the hospitality industry for
more than 25 years.
LEVERAGE LOCAL RELATIONSHIPS AND EXPERTISE. Our local management teams
have extensive experience in their respective resort areas, and many of the
individuals are very active in their
5
local communities. The management teams have a valuable understanding of their
respective markets and businesses and have developed strong local relationships.
These relationships are critical in attracting additional condominiums and homes
for rental and enable us to provide additional concierge-type services to our
vacationers. Accordingly, our decentralized management strategy is designed to
allow local managers to utilize their knowledge and expertise about the
condominiums and homes available for rent, the offerings of local competitors
and the desires of vacationers in their areas to provide superior customer
service to both property owners and vacationers.
C. Growth Strategy
We believe we can enhance our position as a leading provider of vacation
condominium and home rentals in premier destination resorts by growing both
internally and by selectively pricing strategic acquisitions.
1. Internal Growth
The primary elements of our internal growth strategy include:
FULLY IMPLEMENT OUR NATIONAL MARKETING STRATEGY. We have implemented a
multi-faceted national marketing program designed to increase vacationer
awareness of the ResortQuest brand, while promoting the unique characteristics
of our individual resorts. This comprehensive marketing program targets
consumers and the travel trade through high-profile advertising, direct mail,
e-mail marketing, public relations, promotional programs and RESORTQUEST.COM. In
order to maximize the online exposure of RESORTQUEST.COM and our approximately
17,000 vacation rental properties, we formed strategic alliances in 1999 with
WORLDRES.COM, an online hotel distribution network for leisure travel with a
proprietary network of Internet-based distribution partners, and
VACATIONSPOT.COM, the vacation lodging directory for Microsoft Expedia.
Vacationers have access to all of our vacation rentals through these two
additional online distribution channels. Our marketing program is designed to
attract new customers as well as to cross-sell additional services and locations
to existing customers, thereby increasing customer loyalty by offering customers
similar properties and services in our other resorts that meet the vacationer's
expectations based, in part, on their previous experiences with us. We believe
the integrated marketing efforts of our Operating Companies will increase
customer awareness of the ResortQuest brand, lead to an increased demand for our
rentals and result in higher occupancy and rental rates for our condominium and
home owners. We also believe that the anticipated increase in rental income for
owners will ultimately be a competitive advantage in attracting new property
owners.
INCREASE MARKET SHARE WITHIN EXISTING MARKETS. A key element of our growth
strategy is to increase our selection of condominiums and homes in order to
expand our market share and strengthen the local brands of each of our Operating
Companies. We intend to attract new property owners by achieving high occupancy
rates through effective national and regional marketing, cross-selling and
offering additional incentives to property owners, such as QuestClub, our travel
benefits program for owners of properties we manage. In addition, in order to
capture a higher portion of the rental business from new condominiums and homes
being built
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in our markets, we will focus on building and strengthening our relationships
with both local and national resort developers as well as real estate brokerage
companies.
EXPAND PROFIT MARGINS. Through the implementation of the best management
practices of our Operating Companies, we believe there are numerous
opportunities to improve our overall profit margins. We continue to improve the
efficiency of certain basic services such as reservations, housekeeping and
laundry. We also believe that larger inventories of condominiums and homes in
our markets will provide certain economies of scale in advertising, check-in
locations, management, housekeeping and other services. We have already achieved
savings through company-wide contracts for long distance telephone service,
credit card fees and insurance. We believe that enhanced efficiency and
economies of scale will reduce overall operating costs and allow us to achieve
increased margins by spreading operating and corporate overhead costs over a
larger revenue base. In addition, several of our Operating Companies have
developed unique additional revenue opportunities, such as assisting property
owners in refurbishing their properties, offering trip cancellation insurance
and charging fees for certain concierge-type services, several of which can be
replicated by our other Operating Companies.
USE ADDITIONAL MARKETING CHANNELS. Historically, most vacationers have
located vacation condominiums and homes through referrals, word-of-mouth,
limited local advertising and direct mailings. We believe there are significant
opportunities to expand the use of additional marketing channels. We plan to
capitalize on our extensive market presence by increasing the use of other
marketing channels such as the Internet, travel agents and national print media,
which are difficult for local vacation rental and property management companies
to use in a cost-effective manner. Given our size and presence in premier
destination resorts, we believe we are an attractive partner to travel agents,
tour package operators and other travel providers. These relationships should
continue to be a significant source of new customers and, in particular, will be
a valuable marketing channel for off-peak seasons.
2. Selectively Pursue Strategic Acquisitions
Since we commenced operations in May 1998 with the acquisition of the
13 Founding Companies, we have acquired 18 additional vacation rental and
property management companies. For the foreseeable future, we intend to focus
primarily on further integrating these acquisitions and implementing our
internal growth strategy. We will however, selectively pursue strategic
acquisitions in new markets and tuck-in acquisitions through which we can expand
our selection of rental inventory in our existing markets.
We believe that we provide acquisition candidates with a number of
significant benefits, including:
- affiliation with a national brand;
- the ability to cross-sell to customers of other vacation rental and
property management companies within the ResortQuest network;
- the ability to increase liquidity as a result of our financial strength
as a public company and access to additional sources of capital; and
- the ability to increase profitability as a result of our centralization
of certain administrative functions and other economies of scale.
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D. Markets
We currently manage condominiums and homes in 40 premier Hawaiian,
mountain, beach and desert resorts throughout the United States and in Canada.
The table below sets forth the resort locations at which we manage vacation
condominium and home properties and the aggregate number of properties managed
in each of the following states at December 31, 1999.
HAWAIIAN RESORTS
Hawaii: Hawaii, Kauai, Maui and Oahu.......................................................... 4,659
MOUNTAIN RESORTS
Colorado: Aspen, Breckenridge, Crested Butte, Dillon, Snowmass Village and Telluride........... 1,440
British Columbia: Whistler..................................................................... 701
Utah: The Canyons, Deer Valley and Park City................................................... 366
Montana: Big Sky............................................................................... 217
Oregon: Sunriver............................................................................... 140
BEACH RESORTS
Florida: Beaches of South Walton, Bonita Springs, Captiva Island, Destin, Fort
Myers, Fort Myers Beach, Marco Island, Okaloosa Island, Fort Walton Beach, Orlando,
Navarre Beach, Naples and Sanibel Island...................................................... 5,138
Massachusetts: Nantucket....................................................................... 1,200
South Carolina: Hilton Head Island............................................................. 694
Delaware: Bethany Beach........................................................................ 658
North Carolina: The Outer Banks................................................................ 511
Georgia: St. Simons Island..................................................................... 453
Alabama: Gulf Shores........................................................................... 372
Ohio: Lake Erie Islands........................................................................ 169
DESERT RESORTS
California: Palm Desert and Palm Springs....................................................... 299
Arizona: Scottsdale and Tucson................................................................. 284
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TOTAL........................................................................................... 17,301
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E. Services Offered
SERVICES OFFERED TO VACATIONERS. We provide services to vacationers during
all stages of the rental process from the selection and reservation of a
condominium or home to the vacationers' arrival and throughout their stay. To
make the selection and reservation process as simple and convenient as possible,
RESORTQUEST.COM, our on-line, single-source, interactive web site, provides
consumers with instant access to our inventory of approximately 17,000 vacation
rental properties. Vacationers can check availability and rental rates, view
extensive information about each property, including photographs and floor
plans, take virtual tours of our condominium and home rental units and popular
attractions in all of our resort locations, obtain information about special
offers and promotions and make real-time reservations directly on-line.
Vacationers can customize their searches of our rental inventory based upon
either type of resort destination, including beach, mountain, island and desert,
or type of activity, including golf, skiing, tennis and fishing. Vacationers
also can search for rental units in several different resort locations
simultaneously. Pursuant to our recent strategic alliance with Target Travel,
visitors to RESORTQUEST.COM also can complete their travel itineraries by
pairing our accommodations with
8
Target Travel's competitively priced airline and car rental reservations. Since
the inception of RESORTQUEST.COM, monthly user sessions and the percentage of
on-line bookings have increased from 40,000 and 1.6% in January 1999 to 150,000
and 9.2% in December 1999.
In addition to on-line access to our rental properties, we also provide
vacationers with catalogs containing color photographs and descriptions of
available condominiums or homes in most of our resort locations. Also,
vacationers may choose to make reservations through our 24-hour toll-free
reservations line staffed by agents who are familiar with the specific
condominiums and homes at all of our resort locations.
Because of the variety of our resort locations and the diversity of rental
prices throughout our rental portfolio, we are able to target a broad range of
vacationers, including families, couples and individuals. For vacationers, we
offer the convenience and accommodations of a condominium or home, while
providing many of the amenities and services of a hotel. Vacation condominium
and home rentals generally offer greater space and convenience than resort hotel
rooms, including separate living, sleeping and eating quarters. As a result,
vacationers generally have more privacy and greater flexibility in a vacation
condominium or home.
Upon the vacationer's arrival, we offer conveniently located check-in and
check-out locations, many of which are located on-site at the front desk of our
condominium properties. Off-site check-in locations are typically centrally
located and easily accessible in their respective resort communities. In most
destination resort communities, we maintain multiple conveniently located
check-in facilities. During their stay, vacationers at most locations are
offered frequent cleaning and housekeeping services and access to emergency
contact and maintenance personnel. In most locations, we offer more specialized
concierge services such as bicycle and ski equipment rentals, ski lift tickets
sales, shuttles to ski areas, golf tee times and restaurant reservations. We
typically receive a fee for providing these services.
To help ensure that vacationers' expectations are met, we implemented a
comprehensive quality standard program. As part of this program, each of our
Operating Companies is required to deliver a standardized, basic level of
products and services that affect the overall experience of vacationers. We have
established a detailed listing of standards relating to:
- the reservation, check-in and check-out processes;
- the provisions included in each rental unit;
- the services and amenities provided during the vacationer's stay;
- the maintenance of the grounds and facilities surrounding the rental
unit; and
- the response of employees to problems raised by vacationers.
To promote consistency across all of our locations, we have evaluated,
based on our proprietary rating criteria, substantially all of our vacation
condominiums and homes and segmented them into the following five proprietary
accommodation categories:
Quest Home: an exclusive group of extraordinary accommodations which are so
luxurious and unique that they are in a class of their own;
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Platinum: exceptional accommodations marked by unique design that offers
superior quality furnishings, luxury features, designer
appointments and top-of-the-line kitchens, baths and amenities;
Gold: upscale, well-appointed accommodations with a designer touch
that feature excellent furnishings, special features and
top-quality kitchens, baths and amenities;
Silver: inviting, pleasing accommodations that are tastefully decorated
and feature quality furnishings and contemporary kitchens and
baths; and
Bronze: comfortable, pleasant accommodations that provide many of the
comforts and conveniences of home.
We have developed specific, detailed criteria for each of our
accommodation categories, based on quality, appearance and features of the
rental properties including property furnishings, soft goods, flooring,
kitchen/appliances, televisions and stereos, bathrooms, decor and other features
such as swimming pools and exercise facilities. Similarly, we have standardized
the use of property location descriptions. We perform annual on-site reviews of
each of our rental properties to update our accommodation category ratings.
SERVICES OFFERED TO CONDOMINIUM AND HOME OWNERS. We provide condominium
and home owners a comprehensive set of high-quality vacation rental and property
management services by combining local management expertise and attention with
the marketing resources of a national brand. In most markets, we will assume
complete responsibility for rental management of the condominium or home,
including marketing, renting and maintaining the specific property as well as
managing the common areas and homeowners' associations. We currently engage in
extensive marketing activities, including our interactive web site,
RESORTQUEST.COM, print advertising in high-profile national publications and
e-mail marketing, as well as direct catalog mailings to prior and prospective
vacationers and direct solicitations of travel agents and wholesalers. We also
handle all interaction with vacationers, including accepting reservations,
collecting rental payments and security deposits, operating check-in and
check-out locations and offering linen, housekeeping and other services.
Property owners are paid rental income each month for rental activity in the
preceding month and are given a concise, timely and accurate monthly statement
which details the rental activity and management of their condominiums and
homes.
Property maintenance services are provided by both our employees and third
party independent contractors. Services are either regularly scheduled, or
provided on an "as needed" basis, depending on the service and resort location.
In most markets, we perform periodic inspections and make recommendations to
property owners for maintenance, refurbishments and renovations necessary to
maintain the quality of their condominiums and homes. In several of our
destination resort markets, we provide professional interior design and
refurbishment services to property owners to assist with the upkeep and
appearance of their condominiums and homes. We include routine maintenance
services, such as replacing light bulbs or broken china, as part of an
all-inclusive commission structure in certain locations. In other markets, we
collect
10
fees from property owners for maintenance services through service and
maintenance agreements and fees for service arrangements.
For owners desiring to sell their vacation condominium or home, we offer
traditional real estate brokerage services in 24 resort locations, including
listing and showing the property. Also, RESORTQUEST.COM provides multiple
location real estate listings for these resort locations. We believe that
providing real estate brokerage services gives us a competitive advantage in
identifying and securing properties for our rental management services and
allows us to meet all of the needs of vacation property owners.
Owners of condominiums and homes we manage may participate in QuestClub,
our exclusive travel benefits program. QuestClub members receive a 70% savings
on vacation condominium and home rentals for stays of up to 28 days each year at
other QuestClub member properties. The availability of QuestClub privileges is
limited during extremely popular times to preserve the revenue potential for
each participating homeowner.
F. Marketing
The marketing efforts of traditional vacation rental and property
management companies are primarily through word of mouth, including both
vacationers and property owners, print advertising primarily in local newspapers
and regional magazines and direct mail solicitations and catalogs sent to prior
customers. Potential customers typically call as a result of a referral or in
response to an advertisement or other promotion and are assisted by reservation
agents in selecting the appropriate vacation property and making the
reservation.
In addition to local and regional promotional campaigns designed to drive
occupancy rates, our marketing strategy is aimed at building awareness of the
ResortQuest brand name and image, cross-selling our destinations and promoting
RESORTQUEST.COM. Since our initial public offering, we have developed a
comprehensive, national marketing campaign targeting consumers and the travel
trade through direct mail, e-mail marketing, public relations, promotional
programs and high-profile print advertising in publications such as CONDE NAST
TRAVELER, TRAVEL & LEISURE, SKI, GOLF MAGAZINE, SOUTHERN LIVING and SUNSET. We
also market to travel agents primarily through advertisements in trade
publications and attendance at national and regional travel industry trade
shows. Tour package operators typically combine transportation to a destination
resort with our vacation condominiums and homes and a car rental. Tour packages
are distributed almost exclusively through travel agents.
We believe that our most important marketing resource is our web site,
RESORTQUEST.COM. For the first time, consumers can use a single source to visit
resort destinations throughout the United States and in Canada, view photographs
and floor plans and make real-time reservations directly on-line. Pursuant to
our alliance with Target Travel, visitors to RESORTQUEST.COM also can complete
their travel itinerary by securing economical airline and car rental
reservations.
According to Forrester Research, consumers are adopting online travel
faster than any other retail segment of the burgeoning e-commerce field. Online
travel is expected to reach nearly $3 billion in 1999, and $8.9 billion by 2002.
In order to maximize the online exposure of RESORTQUEST.COM and our
approximately 17,000 vacation rental properties, we formed strategic
11
alliances in 1999 with WORLDRES.COM, an online hotel distribution network for
leisure travel with a proprietary network of Internet-based distribution
partners, and VACATIONSPOT.COM, the vacation lodging directory for Microsoft
Expedia. Vacationers have access to all of our vacation rentals through these
two additional online distribution channels.
We believe that a national marketing campaign should increase the
effectiveness of the existing Operating Companies and those to be acquired in
the future, and expand the universe of potential customers for each resort
location in which we operate.
We intend to capitalize on our extensive market presence and further
increase our use of the Internet, travel agents and print media. We believe that
our extensive selection of vacation condominiums and homes make us an attractive
partner to travel agents, tour package operators and other travel providers.
These relationships should continue to be a significant source of new customers
and, in particular, will be a valuable marketing channel for off-peak seasons.
G. First Resort Software
First Resort Software is a leading provider of integrated management,
reservations and accounting software for the vacation rental and property
management industry. Twenty-five of our Operating Companies and over 600 other
vacation rental and property management companies use the software programs
developed by First Resort Software. These programs were developed to overcome
problems encountered by rental property managers in attempting to use software
programs developed for the hotel industry. The basic software developed by First
Resort Software allows vacation rental and property management companies to
automate and computerize their reservations, billings, rental management and
accounting tasks. Vacation rental and property management companies can use the
software developed by First Resort Software to enter current rates on individual
condominiums and homes and access specific descriptions of those condominiums
and homes for potential customers. The software also allows companies to
generate monthly revenue reports for property owners and to coordinate
maintenance and housekeeping schedules. First Resort Software also offers
additional modules and interfaces, including a work order generator, activities
management system, credit card interface and on-line booking interface through
the Internet. First Resort Software is developing a JAVA Client/Server based
graphical reservations application that will allow users of its software to
completely integrate their reservations systems with the Internet, as well as a
JAVA Client/Server based version of all of its existing software applications.
We intend to rely on the products and management expertise of First Resort
Software to enhance our technology strategy. We believe that investment in
technology is critical in building a national, branded vacation rental and
property management company for premier destination resorts and will provide us
with a significant competitive advantage in the future. The software developed
by First Resort Software will allow us to quickly link our existing and future
acquired companies' databases. We also intend to develop proprietary data mining
tools in order to enhance our cross-selling and direct marketing efforts.
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H. Year 2000 compliance
During 1999, we took steps to ensure that any significant adverse impact
from the advent of year 2000 would be averted. These steps included evaluation
of property management systems (guest services and back-office accounting);
reservation/inventory management systems; hardware BIOS (software encoded into
hardware components that runs "beneath" the operating system); analysis and/or
management reporting tools; and various non-IT components' embedded control
systems (HVAC, elevator controls, etc.). In addition, we developed contingency
plans including items such as offsite and/or manual reservations/inventory
management, property management (guest services, back-office functions, work
order administration), financial accounting and reporting, and management
reporting. The cost of assessment and remediation of our systems and the
alternative development for contingency plans was approximately $500,000.
Upon the arrival of year 2000 we took additional steps to assess all
systems and determine the actual impact of year 2000, if any. To date, we have
noted no year 2000-related issues that constitute a significant adverse impact
upon our systems and processes, and have discovered no issues that may be
expected to have a significant adverse impact in the future.
I. Competition
The vacation rental and property management industry is highly competitive
and has low barriers to entry. The industry has two distinct customer groups:
vacation property renters and vacation property owners. We believe that the
principal competitive factors in attracting vacation property renters are:
- market share and visibility;
- quality, cost and breadth of services and properties provided; and
- long-term customer relationships.
The principal competitive factors in attracting vacation property owners are
the ability to generate higher rental income and to provide comprehensive
management services at competitive prices. We compete for vacationers and
property owners primarily with approximately 3,500 vacation rental and
property management companies that typically operate in a limited geographic
area. Some of our competitors are affiliated with the owners or operators of
resorts in which such competitors provide their services. Certain of these
smaller competitors may have lower overhead cost structures and may be able
to provide their services at lower rates.
We also compete for vacationers with large hotel and resort companies. Many
of these competitors have greater financial resources than we have, enabling
them to finance acquisition and development opportunities, to pay higher prices
for the same opportunities or to develop and support their own operations. In
addition, many of these companies can offer vacationers services not provided by
vacation rental and property management companies, and they may have greater
name recognition among vacationers. These companies might be willing to
sacrifice profitability to capture a greater portion of the market for
vacationers or pay higher prices than we would for the same acquisition
opportunities. Consequently, we may encounter significant competition in our
efforts to achieve our internal and acquisition growth objectives as well as our
13
operating strategies focused on increasing the profitability of our existing and
subsequent acquisitions.
J. Employees
As of December 31, 1999 we had approximately 3,900 total employees. We rely
significantly on temporary employees to meet peak season demands. In the course
of performing service and maintenance work, we also utilize the services of
independent contractors. We believe our relationships with our employees and
independent contractors are good.
FACTORS THAT MAY AFFECT FUTURE RESULTS
OUR DISCLOSURE AND ANALYSIS IN THIS REPORT AND IN OUR 1999 ANNUAL REPORT TO
SHAREHOLDERS CONTAIN SOME FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS
GIVE OUR CURRENT EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY
THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR
CURRENT FACTS. THEY USE WORDS SUCH AS "ANTICIPATE," "ESTIMATE," "EXPECT,"
"PROJECT," "INTEND," "PLAN," "BELIEVE," AND OTHER WORDS AND TERMS OF SIMILAR
MEANING IN CONNECTION WITH ANY DISCUSSION OF FUTURE OPERATING OR FINANCIAL
PERFORMANCE. IN PARTICULAR, THESE INCLUDE STATEMENTS RELATING TO FUTURE ACTIONS,
FUTURE PERFORMANCE OR RESULTS OF CURRENT AND ANTICIPATED SERVICES, SALES
EFFORTS, EXPENSES, AND FINANCIAL RESULTS. FROM TIME TO TIME, WE ALSO MAY PROVIDE
ORAL OR WRITTEN FORWARD-LOOKING STATEMENTS IN OTHER MATERIALS WE RELEASE TO THE
PUBLIC.
ANY OR ALL OF OUR FORWARD-LOOKING STATEMENTS IN THIS REPORT, IN THE 1999
ANNUAL REPORT AND IN ANY OTHER PUBLIC STATEMENTS WE MAKE MAY TURN OUT TO BE
WRONG. THEY CAN BE AFFECTED BY INACCURATE ASSUMPTIONS WE MIGHT MAKE OR BY KNOWN
OR UNKNOWN RISKS AND UNCERTAINTIES. MANY FACTORS MENTIONED IN THE DISCUSSION
ABOVE WILL BE IMPORTANT IN DETERMINING FUTURE RESULTS. CONSEQUENTLY, NO
FORWARD-LOOKING STATEMENT CAN BE GUARANTEED. ACTUAL FUTURE RESULTS MAY VARY
MATERIALLY.
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
YOU ARE ADVISED, HOWEVER, TO CONSULT ANY FURTHER DISCLOSURES WE MAKE ON RELATED
SUBJECTS IN OUR 10-Q, 8-K AND 10-K REPORTS TO THE SEC. ALSO NOTE THAT WE PROVIDE
THE FOLLOWING CAUTIONARY DISCUSSION OF RISKS, UNCERTAINTIES AND POSSIBLY
INACCURATE ASSUMPTIONS RELEVANT TO OUR BUSINESSES. THESE ARE FACTORS THAT WE
THINK COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTED AND
HISTORICAL RESULTS. OTHER FACTORS BESIDES THOSE LISTED HERE COULD ALSO ADVERSELY
AFFECT RESORTQUEST. THIS DISCUSSION IS PROVIDED AS PERMITTED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
OUR REPORTED FINANCIAL RESULTS MAY NOT BE INDICATIVE OF FUTURE PERFORMANCE
BECAUSE THEY COVER A PERIOD DURING WHICH OUR OPERATING COMPANIES CONDUCTED
BUSINESS AS INDEPENDENT ENTITIES.
Prior to the time we completed our acquisition of our Operating Companies,
each company operated as a separate, privately-held entity. For financial
reporting, we currently rely on the existing reporting systems of each of these
Operating Companies. The consolidated financial information covers periods when
the Operating Companies and ResortQuest were not under
14
common control or management. Consequently, they may not be indicative of our
future financial or operating results.
WE MAY NOT BE ABLE TO INTEGRATE SUCCESSFULLY ANY FUTURE ACQUISITION.
We cannot assure you that our management group will be able to continue to
manage effectively the combined entity or implement effectively our operating
and growth strategies. If we are unable to integrate successfully the existing
Operating Companies and any future acquisitions, it would have a material
adverse effect on our business and financial results.
Our Operating Companies offer a variety of different services to property
owners and vacationers, apply different sales and marketing techniques to
attract new customers, use different fee structures and target different
customer segments. In addition, almost all of our Operating Companies operate in
different geographic markets with varying levels of competition, development
plans and local market dynamics. These differences increase the risk inherent in
successfully completing the integration of our Operating Companies.
WE MAY NOT BE ABLE TO COMPLETE SUCCESSFULLY OUR PLANNED EXPANSION.
We intend to continue to expand the markets we serve and increase the
number of properties we manage, in part, through selective strategic
acquisitions of additional vacation rental and property management companies. We
cannot assure you that we will be able to identify, acquire or profitably manage
additional businesses or successfully integrate acquired businesses into our
existing operations without substantial costs, delays or other operational or
financial problems. It is possible that competition may increase for companies
we might seek to acquire. In such event, there may be fewer acquisition
opportunities available to us, as well as higher acquisition prices.
Acquisitions also involve a number of special risks that could have a
material adverse effect on our business and financial results. These risks
include the following:
- failure of acquired companies to achieve expected financial results;
- diversion of management's attention;
- failure to retain key personnel;
- amortization of acquired intangible assets; and
- increased potential for customer dissatisfaction or performance problems
at a single acquired company to affect adversely our reputation and
brand name.
We may also seek international acquisitions that may be subject to
additional risks associated with doing business in such countries. We
continually review various strategic acquisition opportunities and have held
discussions with a number of such acquisition candidates.
15
WE MAY NOT BE ABLE TO FINANCE FUTURE ACQUISITION.
We seek to use shares of our common stock to finance a portion of the
consideration for acquisitions. If our common stock does not maintain a
sufficient market value, or the owners of businesses we may seek to acquire are
otherwise unwilling to accept shares of common stock as part of the
consideration for the sale of their businesses, we may be required to use more
of our cash resources in order to implement our acquisition strategy. If we have
insufficient cash resources, our ability to pursue acquisitions could be limited
unless we are able to obtain additional funds through debt or equity financing.
Our ability to obtain debt financing may be constrained by existing or future
loan covenants, the satisfaction of which may be dependent upon our ability to
raise additional equity capital through either offerings for cash or the
issuance of stock as consideration for acquisitions. We cannot assure you that
our cash resources will be sufficient, or that other financing will be available
on terms we find acceptable. If we are unable to obtain sufficient financing, we
may be unable to implement fully our acquisition strategy.
OUR BUSINESS MAY BE NEGATIVELY AFFECTED IF WE ARE UNABLE TO MANAGE OUR GROWTH
EFFECTIVELY.
We plan to continue to grow internally and through selective acquisitions.
We will expend significant time and effort in expanding the existing Operating
Companies and in identifying, completing and integrating selective acquisitions.
We cannot assure you that our systems, procedures and controls will be adequate
to support our operations as they expand. Any future growth also will impose
significant added responsibilities on members of senior management, including
the need to identify, recruit and integrate new managers and executives. We
cannot assure you that we will be able to identify and retain such additional
management. If we are unable to manage our growth efficiently and effectively,
or we are unable to attract and retain additional qualified management, it could
have a material adverse effect on our business and financial results.
OUR STOCK PRICE MAY BE ADVERSELY AFFECTED BY MARKET VOLATILITY.
The following factors, among others, may cause the market price of our
common stock to significantly increase or decrease:
- our failure to meet financial research analysts' estimates of our
earnings;
- variations in our annual or quarterly financial results or the financial
results of our competitors;
- changes by financial research analysts in their estimates of our
earnings;
- conditions in the general economy, or the vacation and property rental
management or leisure and travel industries in particular;
- unfavorable publicity about us or our industry; and
- significant price and volume volatility in the stock market in general
for reasons unrelated to us.
16
THE NUMBER OF SHARES AVAILABLE FOR SALE COULD CAUSE OUR STOCK PRICE TO DECLINE.
The market price of our common stock could drop as a result of the sale of
substantial amounts of our common stock in the public market, or the perception
that such sales could occur. We had 18,715,447 shares of our common stock
outstanding as of December 31,1999. The 6,670,000 shares of our common stock
sold in our initial public offering are freely tradable unless held by our
affiliates. Simultaneous with the closing of the acquisition of the 13 Founding
Companies, the stockholders of the 13 Founding Companies received 6,119,656
shares, and our management and founders received 3,134,630 shares. These
9,254,286 shares have not been registered under the Securities Act of 1933, and,
therefore, may not be sold unless registered under the Securities Act of 1933 or
sold pursuant to an exemption from registration, such as the exemption provided
by Rule 144.
We have issued 2,787,725 shares in connection with the 18 acquisitions that
closed since the initial public offering. All of these shares were registered
under the Securities Act and 837,329 of these shares are subject to certain
contractual transfer restrictions expiring between January 5, 2000 and August 6,
2000.
OUR BUSINESS AND FINANCIAL RESULTS DEPEND UPON FACTORS THAT AFFECT THE VACATION
RENTAL AND PROPERTY MANAGEMENT INDUSTRY.
Our business and financial results are dependent upon various factors
affecting the vacation rental and property management industry. Factors such as
the following could have a negative impact on our business and financial
results:
- reduction in the demand for vacation properties, particularly for beach,
island and mountain resort properties;
- adverse changes in travel and vacation patterns;
- adverse changes in the tax treatment of second homes;
- a downturn in the leisure and tourism industry;
- an interruption of airline service;
- increases in gasoline or airfare prices; and
- adverse weather conditions or natural disasters, such as hurricanes,
tidal waves or tornadoes.
OUR OPERATING RESULTS ARE HIGHLY SEASONAL.
Our business is highly seasonal. The financial results of each of our
Operating Companies have been subject to quarterly fluctuations caused primarily
by the combination of seasonal variations and when revenue is recognized in the
vacation rental and property management industry. Peak seasons for our Operating
Companies depend upon whether the resort is primarily a summer or winter
destination. During 1999, we derived approximately 24.7% of our revenues and
45.8% of our operating income in the first quarter and 32.9% of our revenues and
86.8% of our operating income in the third quarter. Although the seasonality of
our financial results may
17
be partially mitigated by the geographic diversity of the existing Operating
Companies and any future acquisitions, we expect a significant seasonal factor
with respect to our financial results to continue.
Our quarterly financial results may also be subject to fluctuations as a
result of the timing and cost of acquisitions, the timing of real estate sales,
changes in relationships with travel providers, extreme weather conditions or
other factors affecting leisure travel and the vacation rental and property
management industry. Unexpected variations in our quarterly financial results
could adversely affect the price of our common stock which in turn could
adversely affect our proposed acquisition strategy.
OUR BUSINESS DEPENDS UPON THE EFFORTS OF THIRD PARTIES TO MAINTAIN RESORT
FACILITIES AND TO MARKET OUR HAWAIIAN PROPERTIES.
We manage properties that are generally located in destination resorts that
depend upon third parties to maintain resort amenities such as golf courses and
chair lifts. The failure of third parties to continue to maintain resort
amenities could have a material adverse effect on the rental value of our
properties and, consequently, on our business and financial results.
We also depend on travel agents, package tour providers and wholesalers for
a substantial portion of our revenues. During 1999, we derived approximately 21%
of our revenues from sales made through travel intermediaries. Failure of travel
intermediaries to continue to recommend or package our vacation properties could
result in a material adverse effect on our business and financial results.
OUR BUSINESS COULD BE HARMED IF THE MARKET FOR LEISURE AND VACATION TRAVEL DOES
NOT CONTINUE TO GROW.
Although travel and tourism expenditures in the United States grew at a
compounded annual rate of 6.1% between 1987 and 1997, there have been years in
which spending has declined. We cannot assure you that we or the total market
for vacation property rentals will continue to experience growth. Factors
affecting our ability to continue to experience internal growth include our
ability to:
- maintain existing relationships with property owners;
- expand the number of properties under management;
- increase rental rates and cross-sell among our Operating Companies; and
- sustain continued demand for our rental inventory.
OUR OPERATIONS ARE CONCENTRATED IN THREE GEOGRAPHIC AREAS.
We manage properties that are significantly concentrated in beach and
island resorts located in Florida and Hawaii and mountain resorts located in
Colorado. The following table sets forth the December 31, 1999 consolidated
revenues and percentage of total revenues derived from each region (dollars
in thousands).
18
REGION CONSOLIDATED % OF TOTAL
- ------ REVENUES REVENUES
-------- --------
Florida ...................................................................... $ 42,581 33.3%
Hawaii ....................................................................... 22,448 17.5
Colorado ..................................................................... 15,929 12.5
Other1 ....................................................................... 46,954 36.7
-------- -------
Total $127,912 100.0%
======== =======
(1) Includes revenues of First Resort Software.
Adverse events or conditions which affect these areas in particular, such
as economic recession, changes in regional travel patterns, extreme weather
conditions or natural disasters, would have a more significant adverse effect on
our operations, than if our operations were more geographically diverse.
OUR BUSINESS DEPENDS ON ATTRACTING AND RETAINING HIGHLY CAPABLE MANAGEMENT AND
EMPLOYEES.
Our business substantially depends on the efforts and relationships of
David L. Levine, President and Chief Executive Officer, the other executive
officers of ResortQuest and the senior management of our Operating Companies.
Furthermore, we will likely be dependent on the senior management of any
businesses acquired in the future. If any of these persons becomes unable or
unwilling to continue in his or her role, or if we are unable to attract and
retain other qualified employees, it could have a material adverse effect on our
business and financial results. Although we have entered into employment
agreements with each of our executive officers and the majority of the managers
of our Operating Companies, we cannot assure you that any of these individuals
will continue in his or her present capacity for any particular period of time.
POTENTIAL CHANGES IN REQUIRED ACCOUNTING METHODOLOGY COULD NEGATIVELY IMPACT OUR
FUTURE REPORTED FINANCIAL RESULTS.
In April 1999, the Financial Accounting Standards Board preliminarily
agreed to eliminate the use of the pooling-of-interests method of accounting
for business combinations. Additionally, the Financial Accounting Standards
Board is considering substantially reducing the amortization period for
goodwill. We expect that these changes in accounting treatment will apply to
any acquisition closed after January 1, 2001. The Financial Accounting
Standards Board issued an Exposure Draft in September of 1999, and expects a
final standard to be issued in the fourth quarter of 2000 that will likely be
effective January 1, 2001. Both of these positions, when issued, could have
an adverse effect on our ability to make future acquisitions and could have a
material negative effect on our future financial results, which in turn could
have a material adverse effect on the market price of our common stock.
19
THE SUBSTANTIAL AMOUNT OF GOODWILL RESULTING FROM OUR ACQUISITIONS COULD
ADVERSELY AFFECT OUR FINANCIAL AND OPERATING RESULTS.
Approximately $175.2 million or 68.0% of our total assets at December 31,
1999 is net goodwill, which represents the excess of what we paid over the
estimated fair market value of the net assets we acquired in business
combinations accounted for as purchases. We amortize goodwill on a straight-line
basis over a period of 40 years, except for First Resort Software, whose
goodwill is being amortized over 15 years. The amount of goodwill amortized in a
particular period constitutes a non-cash expense that reduces our net income.
Amortization of goodwill resulting from substantially all of our past
acquisitions, and additional goodwill recorded in certain future acquisitions,
may not be deductible for tax purposes. In addition, we periodically evaluate
the recoverability of goodwill by reviewing the anticipated undiscounted future
cash flows from operations and comparing such cash flows to the carrying value
of the associated goodwill. If goodwill becomes impaired, we would be required
to write down the carrying value of the goodwill and incur a related charge to
our income. A reduction in net income resulting from a write-down of goodwill
would currently affect our financial results and could have a material adverse
impact upon the market price of our common stock.
IF VACATION RENTAL PROPERTY OWNERS DO NOT RENEW A SIGNIFICANT NUMBER OF PROPERTY
MANAGEMENT CONTRACTS OUR BUSINESS WOULD BE ADVERSELY AFFECTED.
We provide rental and property management services to property owners
pursuant to management contracts which generally have one year terms. The
majority of such contracts contain automatic renewal provisions but also allow
property owners to terminate the contract at any time. If property owners do not
renew a significant number of management contracts or we are unable to attract
additional property owners, it would have a material adverse effect on our
business and financial results. In addition, although most of our contracts are
exclusive, industry standards in certain geographic markets dictate that rental
services be provided on a non-exclusive basis. Less than 1% of our revenues for
1999 were derived from rental services provided on a non-exclusive basis. We are
unable to determine the percentage of the national rental services market that
is provided on a non-exclusive basis.
IF HOMEOWNERS' ASSOCIATIONS TERMINATE MANAGEMENT AGREEMENTS, WE COULD LOSE SOME
OF OUR COMPETITIVE ADVANTAGE IN THESE MARKETS.
We currently provide management services at numerous condominium
developments pursuant to contracts with the homeowners' associations. We
frequently provide rental management services for a significant percentage of
the condominiums within these developments. Providing management services for
homeowners' associations frequently leads the associations to request that we
manage and control the front desk operations, laundry facilities and other
related services of the condominium developments. Controlling these services
often gives us a competitive advantage over other vacation rental and property
management companies in retaining the condominiums we currently manage and in
attracting new property owners.
20
We cannot assure you that a homeowners' association will not terminate its
management agreement with us. If a homeowners' association terminates a
management agreement, we could lose control or management of the front desk and
related services in that condominium development, thereby eliminating our
competitive advantage in that development. If a number of terminations occur, it
could have a material adverse effect on our business and financial results.
COMPETITION COULD RENDER OUR SERVICES UNCOMPETITIVE.
The vacation rental and property management industry is highly competitive
and has low barriers to entry. The industry has two distinct customer groups:
vacation property renters and vacation property owners. We compete for
vacationers and property owners primarily with local vacation rental and
property management companies located in our markets. Some of these competitors
are affiliated with the owners or operators of resorts where these competitors
provide their services. Certain of these competitors may have lower cost
structures and may provide their services at lower rates.
We also compete for vacationers with large hotel and resort companies. Many
of these competitors are large companies that have greater financial resources
than we do, enabling them to finance acquisition and development opportunities,
pay higher prices for the same opportunities or develop and support their own
operations. In addition, many of these companies can offer vacationers services
not provided by vacation rental and property management companies, and they may
have greater name recognition among vacationers. If such companies chose to
compete in the vacation rental and property management industry, they would
constitute formidable competition for our business. Such competition could cause
us to lose management contracts, increase expenses or reduce management fees
which could have a material adverse effect on our business and financial
results.
EXISTING MANAGEMENT, DIRECTORS AND THEIR AFFILIATES OWN ENOUGH SHARES TO
EXERCISE SUBSTANTIAL INFLUENCE OVER MATTERS REQUIRING A VOTE OF STOCKHOLDERS.
Management, directors and affiliated entities, as of January 1, 2000,
owned shares of common stock representing approximately 25.0% of the total
voting power of the common stock. They would own approximately 26.2% of the
voting power of the common stock if all shares of voting-restricted common
stock, which are entitled to one-half vote per share, were converted into
unrestricted common stock. These persons, if acting together, will likely be
able to exercise substantial influence over the election of the directors and
the disposition of any matter submitted to a vote of stockholders.
ANY ADVERSE CHANGE IN THE REAL ESTATE MARKET COULD ADVERSELY AFFECT OUR
FINANCIAL AND OPERATING RESULTS.
We derived approximately 10.4% of our consolidated revenues for 1999 from
net real estate brokerage commissions. Any factors which adversely affect real
estate sales, such as a downturn
21
in general economic conditions or changes in interest rates, the tax treatment
of second homes or property values, could have a material adverse effect on our
business and financial results.
WE ARE SUBJECT TO GOVERNMENTAL REGULATION OF THE VACATION RENTAL AND PROPERTY
MANAGEMENT INDUSTRY.
Our operations are subject to various federal, state, local and foreign
laws and regulations, including licensing requirements applicable to real estate
operations and the sale of alcoholic beverages, laws and regulations relating to
consumer protection and local ordinances. Many states have adopted specific laws
and regulations which regulate our activities, such as:
- anti-fraud laws;
- real estate and travel services provider license requirements;
- environmental laws;
- telemarketing laws;
- labor laws; and
- the Fair Housing Act.
We believe that we are in material compliance with all federal, state,
local and foreign laws and regulations to which we are currently subject.
However, we cannot assure you that the cost of qualifying under applicable
regulations in all jurisdictions in which we desire to conduct business will not
be significant or that we are actually in compliance with all applicable
federal, state, local and foreign laws and regulations. Compliance with or
violation of any current or future laws or regulations could require us to make
material expenditures or otherwise have a material adverse effect on our
business and financial results.
TRANSACTIONS BETWEEN OUR OPERATING COMPANIES AND THEIR AFFILIATES MAY RESULT IN
CONFLICTS OF INTEREST.
Several lease agreements, management contracts and other agreements with
stockholders of our Operating Companies and entities controlled by them
continued after the closing of the acquisitions of our Operating Companies. We
have also entered into certain similar agreements that became effective upon
such acquisitions. In addition, we may enter into similar agreements in the
future. Other than a loan agreement with the former principal stockholder of
Aston Hotels & Resorts, a Founding Company, we believe existing agreements with
related persons are, and that all future agreements will be, on terms no less
favorable to us than we could obtain from unrelated third parties. Conflicts of
interests may arise between us and these related persons.
At December 31, 1999, the former principal stockholder of Aston owed us
approximately $4.9 million, either directly or through entities controlled by
him, including properties managed by Aston. The full amount is fully
collateralized by certain real estate owned by the former principal stockholder.
22
DELAWARE LAW, OUR CHARTER DOCUMENTS AND STOCKHOLDER RIGHTS PLAN CONTAIN
PROVISIONS THAT MAY HAVE AN ANTI-TAKEOVER EFFECT.
We are subject to Section 203 of the Delaware General Corporation Law,
which generally prohibits us from engaging in a broad range of business
combinations with an interested stockholder for a period of three years after
such a person first becomes an interested stockholder. Interested stockholders
include our affiliates, associates and anyone who owns 15% or more of our
outstanding voting stock. The provisions of Section 203 could delay or prevent a
change of control of ResortQuest.
Provisions of our certificate of incorporation could make it more difficult
for a third party to acquire control of ResortQuest, even if such change in
control would be beneficial to stockholders. The directors are allowed to issue
preferred stock without stockholder approval. Such issuances could make it more
difficult for a third party to acquire ResortQuest. Our bylaws contain
provisions that may have an anti-takeover effect, such as the requirement that
we must receive notice of nomination of directors not less than 60 nor more than
90 days prior to the date of the annual meeting.
On February 25, 1999, our board of directors adopted a stockholder rights
plan designed to protect our stockholders in the event of takeover action that
would deny them the full value of their investment. Under this plan, a dividend
distribution of one right for each share of common stock was declared to holders
of record at the close of business on March 15, 1999. The rights will also
attach to common stock issued after March 15, 1999. The rights will become
exercisable only in the event, with certain exceptions, an acquiring party
accumulates 15% or more of our voting stock, or if a party announces an offer to
acquire 15% or more of our voting stock. The rights will expire on March 15,
2009. Each right will entitle the holder to buy one one-hundredth of a share of
a new series of preferred stock at a price of $87.00. In addition, upon the
occurrence of certain events, holders of the rights will be entitled to purchase
either our stock or shares in an "acquiring entity" at half of market value. We
generally will be entitled to redeem the rights at $0.01 per right at any time
until the date on which a 15% position in our voting stock is acquired by any
person or group.
The rights plan is designed to prevent the use of coercive and/or abusive
takeover techniques and to encourage any potential acquiror to negotiate
directly with our board of directors for the benefit of all stockholders. In
addition, the rights plan is intended to provide increased assurance that a
potential acquiror would pay an appropriate control premium in connection with
any acquisition of ResortQuest. Nevertheless, the rights plan could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change of control.
23
ITEM 2. PROPERTIES
ResortQuest has 151 properties located in 40 cities in 17 states and
provinces in the United States and Canada. These properties consist principally
of offices and maintenance, laundry and storage facilities. We own 22 of these
facilities and lease the remaining 129 properties. ResortQuest considers all of
its owned and leased properties to be suitable and adequate for the conduct of
its business.
ITEM 3. LEGAL PROCEEDINGS
ResortQuest is involved in various legal actions arising in the
ordinary course of its business. ResortQuest does not believe that any of these
actions will have a material adverse effect on its business, financial condition
or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF RESORTQUEST
As of March 21, 2000, the following executive officers of ResortQuest
hold the offices indicated until their successors are chosen and qualified after
the next annual meeting of shareholders:
David C. Sullivan...................60 Chairman
David L. Levine.....................52 President and Chief Executive Officer
James S. Olin.......................41 Chief Operating Officer
J. Mitchell Collins.................31 Senior Vice President and Chief Financial Officer
Frederick L. Farmer.................50 Senior Vice President and Chief Information Officer
Paul N. Manteris....................50 Senior Vice President, Homeowner Relations/Operations Support
W. Michael Murphy...................53 Senior Vice President and Chief Development Officer
DAVID C. SULLIVAN became the Chairman of ResortQuest in December 1999.
From May 1998 to December 1999, he was the Chairman and Chief Executive Officer
of ResortQuest. From April 1995 to December 1997, Mr. Sullivan was the Executive
Vice President and Chief Operating Officer, and a director, of Promus Hotel
Corporation, a publicly traded hotel franchiser, manager and owner of hotels
whose brands include Hampton Inn, Homewood Suites and Embassy Suites. From 1993
to 1995, Mr. Sullivan was the Executive Vice President and Chief Operation
Officer of the Hotel Division of The Promus Companies Incorporated ("PCI"). He
was the Senior Vice President of Development and Operations of the Hampton
Inn/Homewood Suites Hotel Division of PCI from 1991 to 1993. From 1990 to 1991,
Mr. Sullivan was the Vice President of Development of the Hampton Inn Hotel
Division of PCI. Mr. Sullivan will retire as Chairman effective on May 11, 2000.
24
DAVID L. LEVINE became the President and Chief Executive Officer of
ResortQuest in December 1999. From May 1998 to December 1999, he was the
President and Chief Operations Officer of ResortQuest. Mr. Levine was President
and Chief Operating Officer of Equity Inns, Inc., a real estate investment trust
that specializes in hotel acquisitions, from June 1994 to April 1998. Mr. Levine
was also President and Chief Operations Officer of Trust Management Inc., which
operated Equity Inns properties, from June 1994 until November 1996. Prior to
that, he was President of North American Hospitality, Inc., a hotel management
and consulting company, which he formed in 1985. Mr. Levine has been elected by
the Board of Directors to succeed Mr. Sullivan as Chairman effective on May 11,
2000.
JAMES S. OLIN became the Chief Operations Officer of ResortQuest in
January 2000. He was the President of Abbott Resorts, our largest Operating
Company, from 1992 to January 2000. ResortQuest acquired Abbott Resorts in
September 1998. From February 1999 to January 2000, he also served as Vice
President for ResortQuest's Gulf Coast Region, covering 14 resort areas in
Florida and along the Gulf Coast. Prior to joining Abbott Resorts, Mr. Olin was
the Executive Director of the Destin, Florida, Chamber of Commerce from 1989 to
1992.
J. MITCHELL COLLINS became Senior Vice President and Chief Financial
Officer of ResortQuest in March 2000. Mr. Collins was employed with Arthur
Andersen LLP from July 1990 to February 2000 where he was a Senior Manager and
head of real estate and hospitality services for Andersen's Mid-South practice.
He also served on Andersen's global real estate and hospitality services team.
FREDERICK L. FARMER became Senior Vice President and Chief Information
Officer of ResortQuest in May 1998. Mr. Farmer was Senior Vice President for
Internet and Desktop Services of Marriott International from November 1996 to
April 1998. He also served as Vice President of Data Resources & Services for
Marriott International from March 1992 to November 1996.
PAUL N. MANTERIS became Senior Vice President, Homeowner
Relations/Operations Support in January 2000. From September 1988 to January
2000, he was Vice President of Operations for ResortQuest. From November 1997 to
September 1998, Mr. Manteris opened and operated a bagel franchise on the island
of Maui, Hawaii. He was Manager of Training and Special Projects for Premier
Resorts Inc., a hospitality management company operating primarily in the West
and Hawaii, from 1993 to 1997. From 1989 to 1993 Mr. Manteris was employed with
Village Resorts, Inc, a property management company, as general manager of
various resorts including, Radisson Picacho Plaza, Santa Fe, N.M., Wildwood
Lodge, Snowmass Village, Co., The Aspen County Inn, Aspen, Co. and Lakeland
Village Beach & Ski Resort, S. Lake Tahoe, CA.
W. MICHAEL MURPHY became the Senior Vice President and Chief
Development Officer of ResortQuest in May 1998. Mr. Murphy was President of
Footprints International, a company involved in the planning of resort
properties in the Bahamas, from 1996 to 1997. From 1994 to 1996, he was a Senior
Managing Director of Geller & Co., a Chicago-based hotel advisory and asset
management firm. Prior to joining Geller & Co. he acted as a hotel consultant
from 1992 to
25
1994. Mr. Murphy was a founding partner of the hotel investment firm of Moeckel
Murphy (1990-1992) and a founding general partner of Metric Partners
(1981-1990), a real estate investment company that was a joint venture between
the partners of The Fox Group and Metropolitan Life Insurance Company. Prior to
that time, he was the Director of Real Estate for Holiday Inns, Inc. from 1973
to 1981.
PART II
ITEM 5. MARKET FOR RESORTQUEST'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The principal market for our Common Stock is the New York Stock Exchange.
Information required by this item concerning quarterly sales price data is
incorporated by reference from the table STOCK PRICE on page 39 of the 1999
Annual Report to Shareholders.
The following is certain information concerning all sales of securities by
ResortQuest during the year ended December 31, 1999 that were not registered
under the Securities Act of 1933:
In June of 1999, ResortQuest issued a total of $50 million of Senior
Secured Notes due June 16, 2004. The offer and sale of these notes was
exempt from registration under the Securities Act in reliance on
Section 4(2) thereof because, among other things, the offers and sales
were made to a small number of sophisticated institutional investors
who had access to information about ResortQuest and were able to bear
the economic risk of loss of their investment.
ITEM 6. SELECTED FINANCIAL DATA
Financial information required by this item is incorporated by reference
from the SELECTED FINANCIAL DATA on page 39 of the 1999 Annual Report to
Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information required by this item is incorporated by reference from the
MANAGEMENT'S DISCUSSION AND ANALYSIS on pages 13 through 20 of the 1999 Annual
Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ResortQuest is exposed to market risk, primarily through changes in
interest rates impacting borrowing rates on our debt. For a more detailed
discussion of the interest rates on our long-term borrowings, see
"NOTE 7-LONG-TERM DEBT" on page 32 of the 1999 Annual Report, which
information is incorporated herein by reference.
26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated by reference from the
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS found on page 38, from the consolidated
financial statements and supplementary data on pages 23 through 37 of the 1999
Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF RESORTQUEST
Information about Directors of ResortQuest is incorporated by reference
from the discussion under Item 1 of our Proxy Statement for the 2000 Annual
Meeting of Shareholders. The balance of the response to this item is contained
in the discussion entitled EXECUTIVE OFFICERS OF RESORTQUEST in Part I of this
report.
ITEM 11. EXECUTIVE COMPENSATION
Information about executive compensation is incorporated by reference from
the discussion under the heading COMPENSATION OF EXECUTIVE OFFICERS in our Proxy
Statement for the 2000 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information about security ownership of certain beneficial owners and
management is incorporated by reference from the discussion under the heading
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS in our Proxy
Statement for the 2000 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information about certain relationships and transactions with related
parties is incorporated herein by reference from the discussion under the
heading CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS under Item 1 of our Proxy
Statement for the 2000 Annual Meeting of Shareholders.
27
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
14(a)(1) FINANCIAL STATEMENTS
RESORTQUEST INTERNATIONAL, INC. The following consolidated financial
statements, related notes and report of independent public accountants, from the
1999 Annual Report to Shareholders, are incorporated by reference into Item 8 of
Part II of this report.
PAGES(S) IN THE 1999 ANNUAL
REPORT TO SHAREHOLDERS
---------------------------
Consolidated Balance Sheets.............................................................................23
Consolidated Statements of Income.......................................................................24
Consolidated Statements of Changes in Stockholders' Equity..............................................25
Consolidated Statements of Cash Flows...................................................................26
Notes to Consolidated Financial Statements..............................................................27
Report of Independent Public Accountants................................................................38
Quarterly Results of Operations.........................................................................39
Selected Financial Data.................................................................................39
14(a)(2) FINANCIAL STATEMENT SCHEDULES
Schedules are omitted because they are not required or the information is
given elsewhere in the financial statements. The financial statements of
unconsolidated subsidiaries are omitted because they are not applicable.
14(a)(3) EXHIBITS
THESE EXHIBITS ARE AVAILABLE UPON REQUEST AT A CHARGE OF TEN CENTS PER
PAGE. REQUESTS SHOULD BE DIRECTED TO SECRETARY, RESORTQUEST INTERNATIONAL, INC.,
530 OAK COURT DRIVE, SUITE 360, MEMPHIS, TN 38117
2.1 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc., HCP Acquisition Corp.,
and Hotel Corporation of the Pacific, Inc. and Andre S. Tatibouet
(PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED
HEREIN BY REFERENCE).
28
2.2 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc., B&B Acquisition Corp.,
Brindley Acquisition Corp., B&B On The Beach, Inc., Brindley and
Brindley Realty and Development, Inc., Douglas R. Brindley and Betty
Shotton Brindley (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
2.3 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc., Coastal Realty
Acquisition LLC, Coastal Management Acquisition Corp. and Coastal
Resorts Realty LLC, Coastal Resorts Management, Inc., Joshua M. Freeman,
T. Michael McNally and CMF Coastal Resorts, L.L.C. (PREVIOUSLY FILED ON
MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY REFERENCE).
2.4 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc. and Collection of Fine
Properties, Inc., Ten Mile Holdings, Ltd., Luis Alonso, Domingo R.
Moreira, Brenda M. Lopez Ibanez and Ana Maria Moreira (PREVIOUSLY FILED
ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY REFERENCE).
2.5 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc. and Houston and O'Leary
Company and Heidi O'Leary Houston (PREVIOUSLY FILED ON MARCH 12, 1998 AS
AN EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO.
333-47867) AND INCORPORATED HEREIN BY REFERENCE).
2.6 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc., Jupiter Acquisition Corp.
and Jupiter Property Management at Park City, Inc. and Jon R. Brinton
(PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED
HEREIN BY REFERENCE).
2.7 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc., Maui Acquisition Corp.
and Maui Condominium and Home Realty, Inc., Daniel C. Blair and Paul T.
Dobson (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND
INCORPORATED HEREIN BY REFERENCE).
2.8 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc., Maury Acquisition Corp.
and The Maury People, Inc. and Sharon Benson Doucette (PREVIOUSLY FILED
ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY REFERENCE).
29
2.9 - Agreement and Plan of Organization, dated as of March 11, 1998, by and
among Vacation Properties International, Inc., Priscilla Acquisition
Corp., Realty Consultants Acquisition Corp., Realty Consultants, Inc.,
and Howey Acquisition, Inc., Charles O. Howey and Dolores C. Howey
(PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED
HEREIN BY REFERENCE).
2.10 - Agreement and Plan of Organization, dated as of March 11, 1998, by
and among Vacation Properties International, Inc., RPM Acquisition Corp.
and Resort Property Management, Inc., Daniel L. Meehan, Kimberlie C.
Meehan and Nancy Hess (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT
TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
2.11 - Agreement and Plan of Organization, dated as of March 11, 1998, by
and among Vacation Properties International, Inc., Telluride Acquisition
Corp., and Telluride Resort Accommodations, Inc. and Steven A. Schein,
Michael E. Gardner, Park Brady, Daniel Shaw, Carolyn S. Shaw, Virginia
C. Gordon, Joyce Allred, Ronald D. Allred, A.J. Wells, Forrest
Faulconer, Thomas McNamara, Donald J. Peterson, Nancy McNamara, Charles
E. Cobb, Jr., Sue M. Cobb, Stephen A. Martori, Anthony F. Martori,
Arthur John Martori and Alan Mishkin (PREVIOUSLY FILED ON MARCH 12, 1998
AS AN EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE
NO. 333-47867) AND INCORPORATED HEREIN BY REFERENCE).
2.12 - Agreement and Plan of Organization, dated as of March 11, 1998, by
and among Vacation Properties International, Inc., Trupp Acquisition
Corp., Management Acquisition Corp. and Trupp-Hodnett Enterprises, Inc.,
THE Management Company, Hans F. Trupp, Roy K. Hodnett, Pat Hodnett
Cooper and Austin Trupp (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN
EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO.
333-47867) AND INCORPORATED HEREIN BY REFERENCE).
2.13 - Agreement and Plan of Organization, dated as of March 11, 1998, by
and among Vacation Properties International, Inc., Whistler Holding
Corp. and Whistler Chalets Ltd. and J. Patrick McCurdy (PREVIOUSLY FILED
ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY REFERENCE).
2.14 - Agreement and Plan of Organization, dated as of March 11, 1998, by
and among Vacation Properties International, Inc., FRS Acquisition
Corp., First Resort Software, Inc., Thomas A. Leddy, Evan H. Gull and
Daniel Patrick Curry (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT
TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
30
2.15 - Stock Purchase Agreement dated September 11, 1998 by and among
ResortQuest International, Inc., Abbott Realty Services, Inc., Tops'L
Sales Group, Inc., William W. Abbott, Jr., Stephen J. Abbott, James R.
Steiner, Charles H. Van Driver, Sue C. Van Driver and Angus G. Andrews,
(PREVIOUSLY FILED ON OCTOBER 16, 1998 AS AN EXHIBIT TO THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-56703) AND INCORPORATED
HEREIN BY REFERENCE).
3.1 - Certificate of Incorporation, as amended (PREVIOUSLY FILED ON MARCH
12, 1998 AS AN EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT ON FORM
S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY REFERENCE).
3.2 - Bylaws of the Company, Amended as of February 10, 1999 (PREVIOUSLY
FILED ON MARCH 30, 1999 AS AN EXHIBIT TO THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1999 (FILE NO. 001-14115)
AND INCORPORATED HEREIN BY REFERENCE).
3.3 - Certificate of Amendment of Certificate of Incorporation of Company,
dated April 23, 1998 (changing the name of the Company from Vacation
Properties International, Inc. to ResortQuest International, Inc.)
(PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT NO. 1 TO
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
3.4 - Certificate of Amendment of Certificate of Incorporation of the
Company, dated May 11, 1998 (PREVIOUSLY FILED ON MAY 12, 1998 AS AN
EXHIBIT TO AMENDMENT NO. 3 TO THE COMPANY'S REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY REFERENCE).
4.1 - Specimen Common Stock Certificate (PREVIOUSLY FILED ON APRIL 27, 1998
AS AN EXHIBIT TO AMENDMENT NO. 1 TO THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY REFERENCE).
4.2 - Form of Registration Rights Agreements between the Company and each of
Alpine Consolidated II, LLC, Capstone Partners, LLC, John Przywara,
David Marshall, Douglas W. Comfort, Robert G. Falcone, Wayne Heller,
Dwain Wall, Stephen J. Garchik, John Shaw, David Sullivan, Jeffery M.
Jarvis, Frederick L. Farmer, W. Michael Murphy, Jules S. Sowder, John K.
Lines, Brian S. Sullivan, John D. Sullivan, the Sullivan Grandchildren's
Trust, the David L. Levine Irrevocable Children's Trust Under Agreement
dated April 27, 1998 f/b/o Whitney Monica Levine, the David L. Levine
Irrevocable Children's Trust Under Agreement dated April 27, 1998 f/b/o
Ross Michael Levine, the David L. Levine Irrevocable Children's Trust
Under Agreement dated April 27, 1998 f/b/o Keith Phillip Levine and the
David L. Levine Revocable Trust Under Agreement dated April 27, 1998
(PREVIOUSLY FILED ON MAY 26, 1998 AN EXHIBIT TO THE COMPANY'S CURRENT
REPORT ON FORM 8-K (FILE NO. 001-14115) AND INCORPORATED HEREIN BY
REFERENCE).
31
4.3 Rights Agreement, dated as of February 25, 1999 between ResortQuest
International, Inc. and American Stock Transfer & Trust Company, as
Rights Agent (PREVIOUSLY FILED ON MARCH 30, 1999 AS AN EXHIBIT TO THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31,
1999 (FILE NO. 001-14115) AND INCORPORATED HEREIN BY REFERENCE).
4.4 - Summary of Plan Description for the ResortQuest Savings and Retirement
Plan (PREVIOUSLY FILED AS EXHIBIT 4.1 TO THE COMPANY'S REGISTRATION
STATEMENT ON FORM S-8 FILED ON MAY 21, 1999).
10.1 - Form of 1998 Long-Term Incentive Plan of the Company (PREVIOUSLY
FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S REGISTRATION
STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY
REFERENCE).
10.2 - Form of Employment Agreement between the Company and David C.
Sullivan (PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT
NO. 1 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO.
333-47867) AND INCORPORATED HEREIN BY REFERENCE).
10.3 - Form of Employment Agreement between the Company and Jeffery M.
Jarvis (PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT
NO. 1 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO.
333-47867) AND INCORPORATED HEREIN BY REFERENCE).
10.4 - Form of Employment Agreement between the Company and W. Michael
Murphy (PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT
NO. 1 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO.
333-47867) AND INCORPORATED HEREIN BY REFERENCE).
10.5 - Form of Employment Agreement between the Company and Jules S. Sowder
(PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT NO. 1 TO
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
10.6 - Form of Employment Agreement between the Company and David L. Levine
(PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT NO. 1 TO
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
10.7 - Form of Employment Agreement between the Company and John K. Lines
(PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT NO. 1 TO
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
10.8 - Form of Employment Agreement between the Company and Frederick L.
Farmer (PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT
NO. 1 TO THE
32
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND
INCORPORATED HEREIN BY REFERENCE).
10.9 - Form of Employment Agreement between the Company and Luis Alonso
(PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT NO. 1 TO
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
10.10 - Form of Employment Agreement between the Company and Douglas R.
Brindley (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND
INCORPORATED HEREIN BY REFERENCE).
10.11 - Form of Employment Agreement between the Company and Paul T. Dobson
(PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED
HEREIN BY REFERENCE).
10.12 - Form of Employment Agreement between the Company and Sharon Benson
Doucette (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND
INCORPORATED HEREIN BY REFERENCE).
10.13 - Form of Employment Agreement between the Company and Evan H. Gull
(PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED
HEREIN BY REFERENCE).
10.14 - Form of Employment Agreement between the Company and Heidi O'Leary
Houston (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND
INCORPORATED HEREIN BY REFERENCE).
10.15 - Form of Employment Agreement between the Company and Daniel L.
Meehan (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND
INCORPORATED HEREIN BY REFERENCE).
10.16 - Form of Management Services Agreement between the Company and J.
Patrick McCurdy (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND
INCORPORATED HEREIN BY REFERENCE).
10.17 - Form of Employment Agreement between the Company and Andre S.
Tatibouet (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE
COMPANY'S REGISTRATION
33
STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED HEREIN BY
REFERENCE).
10.18 - Form of Employment Agreement between the Company and Hans F. Trupp
(PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND INCORPORATED
HEREIN BY REFERENCE).
10.19 - Form of Officer and Director Indemnification Agreement (PREVIOUSLY
FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT NO. 1 TO THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867) AND
INCORPORATED HEREIN BY REFERENCE).
10.20 - Form of Consulting Agreement between the Company and Park Brady
(PREVIOUSLY FILED ON APRIL 27, 1998 AS AN EXHIBIT TO AMENDMENT NO. 1 TO
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
10.21 - Promissory Note (PREVIOUSLY FILED ON MARCH 12, 1998 AS AN EXHIBIT TO
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-47867)
AND INCORPORATED HEREIN BY REFERENCE).
10.22 - Credit Agreement dated as of May 26, 1998, in the amount of $30
million, among ResortQuest International, Inc. as Borrower and the
Financial Institutions named thereon and NationsBank, N.A. as agent for
the Financial Institutions (PREVIOUSLY FILED ON JUNE 12, 1998 AS AN
EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO.
333-56703) AND INCORPORATED HEREIN BY REFERENCE).
10.23 - First Amendment to Credit Agreement, dated September 30, 1998
(PREVIOUSLY FILED ON NOVEMBER 16, 1998 AS EXHIBIT 10.1 TO THE COMPANY'S
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 1998
(FILE NO. 001-14115) AND INCORPORATED HEREIN BY REFERENCE).
10.24 - Promissory Note, dated September 30, 1998, in the amount of $5.0
million, between ResortQuest International, Inc. and NationsBank, N.A.
(PREVIOUSLY FILED ON NOVEMBER 16, 1998 AS EXHIBIT 10.2 TO THE COMPANY'S
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 1998
(FILE NO. 001-14115) AND INCORPORATED HEREIN BY REFERENCE).
10.25 Consulting Agreement dated September 10, 1998 by and among Abbott
Realty Services, Inc. and William W. Abbott, Jr. (PREVIOUSLY FILED ON
MARCH 30, 1999 AS AN EXHIBIT TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE PERIOD ENDED DECEMBER 31, 1999 (FILE NO. 001-14115) AND
INCORPORATED HEREIN BY REFERENCE).
34
10.26 - Form of Officer and Director Indemnification Agreement, as amended
(PREVIOUSLY FILED ON MARCH 30, 1999 AS AN EXHIBIT TO THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1999 (FILE
NO. 001-14115) AND INCORPORATED HEREIN BY REFERENCE).
10.27 - Second Amendment to Credit Agreement, dated December 7, 1998
(PREVIOUSLY FILED ON MARCH 30, 1999 AS AN EXHIBIT TO THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1999 (FILE
NO. 001-14115) AND INCORPORATED HEREIN BY REFERENCE).
10.28 - Form of Section 401(k) Profit Sharing Plan Adoption Agreement
(PREVIOUSLY FILED ON MARCH 30, 1999 AS AN EXHIBIT TO THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1999 (FILE
NO. 001-14115) AND INCORPORATED HEREIN BY REFERENCE).
10.29 - Third Amendment to Credit Agreement, dated as of April 16, 1999
(PREVIOUSLY FILED ON MAY 28, 1999 AS EXHIBIT 10.29 TO THE COMPANY'S
POST-EFFECTIVE AMENDMENT (FILE NO. 333-56703) AND INCORPORATED HEREIN BY
REFERENCE).
10.30 - Fourth Amendment to Credit Agreement, dated as of June 1,
1999(PREVIOUSLY FILED ON JULY 16, 1999 AS EXHIBIT 10.30 TO THE COMPANY'S
FORM S-4 REGISTRATION STATEMENT (FILE NO. 333-83059) AND INCORPORATED
HEREIN BY REFERENCE).
10.31 - Note Purchase and Guarantee Agreement, dated as of June 1,
1999(PREVIOUSLY FILED ON JULY 16, 1999 AS EXHIBIT 10.31 TO THE COMPANY'S
FORM S-4 REGISTRATION STATEMENT (FILE NO. 333-83059) AND INCORPORATED
HEREIN BY REFERENCE).
10.32 - Intercreditor and Collateral Agency Agreement dated as of June 1,
1999(PREVIOUSLY FILED ON JULY 16, 1999 AS EXHIBIT 10.32 TO THE COMPANY'S
FORM S-4 REGISTRATION STATEMENT (FILE NO. 333-83059) AND INCORPORATED
HEREIN BY REFERENCE).
10.33 - Amended and Restated 1998 Long-Term Incentive Plan of the Company
(PREVIOUSLY FILED ON APRIL 6, 1999 AS AN EXHIBIT TO THE COMPANY'S PROXY
STATEMENT (FILE NO. 001-14115) AND INCORPORATED HEREIN BY REFERENCE).
10.34 - Fifth Amendment to Credit Agreement, dated as of December 31, 1999.
10.35 - Employment Agreement between the Company and J. Mitchell Collins
dated as of March 13, 2000.
10.36 - Employment Agreement between the Company and Paul Manteris dated as
of January 3, 2000.
10.37 - Employment Agreement between the Company and James Olin dated as of
January 4, 2000.
35
10.38 - Form of First Amendment to Employment Agreement between the Company
and each of David C. Sullivan, David L. Levine, Frederick L. Farmer and
W. Michael Murphy, dated as of July 29, 1999.
10.39 - Second Amendment to Employment Agreement between the Company and
David L. Sullivan, dated as of December 15, 1999.
10.40 - Second Amendment to Employment Agreement between the Company and
David L. Levine, dated as of December 15, 1999.
13 - The 1999 Annual Report to Shareholders, which, except for those
portions expressly incorporated herein by reference, is furnished solely
for the information of the Commission and is not to be deemed "filed."
21 - Subsidiaries of the Company.
23 - Consent of Arthur Andersen LLP.
27 - Financial Data Schedule for the Period Ended December 31, 1999.
14(b) REPORTS ON FORM 8-K
The Company did not file a report on Form 8-K during the last quarter
of 1999.
36
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.
RESORTQUEST INTERNATIONAL, INC.
By: /s/ David L. Levine
------------------------------------
David L. Levine, President and
Chief Executive Officer
Dated: March 29, 2000
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/ David C. Sullivan Chairman of the Board March 29, 2000
- -------------------------------
(David C. Sullivan)
/s/ David L. Levine President and Chief Executive March 29, 2000
- ------------------------------- Officer, Director (Principal
(David L. Levine) Executive Officer)
/s/ J. Mitchell Collins Senior Vice President and March 29, 2000
- ------------------------------- Chief Financial Officer
(J. Mitchell Collins) (Principal Financial and
Accounting Officer)
/s/ William W. Abbott, Jr. Director March 29, 2000
- -------------------------------
(William W. Abbott, Jr.)
/s/ Elan J. Blutinger Director March 29, 2000
- -------------------------------
(Elan J. Blutinger)
/s/ D. Fraser Bullock Director March 29, 2000
- -------------------------------
(D. Fraser Bullock)
37
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Joshua M. Freeman Director March 29, 2000
- -------------------------------
(Joshua M. Freeman)
/s/ Heidi Houston Director March 29, 2000
- -------------------------------
(Heidi Houston)
/s/ Michael D. Rose Director March 29, 2000
- -------------------------------
(Michael D. Rose)
/s/ Andre S. Tatibouet Director March 29, 2000
- -------------------------------
(Andre S. Tatibouet)
/s/ Joseph V. Vittoria Director March 29, 2000
- -------------------------------
(Joseph V. Vittoria)
/s/ Theodore L. Weise Director March 29, 2000
- -------------------------------
(Theodore L. Weise)
38