UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1998
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____________ to
______________
Commission file number 000-22979
TRENDWEST RESORTS, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-1004403
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
12301 N.E. 10th Place
Bellevue, Washington 98005
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (425) 990-2300
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 twelve 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
The number of shares of the registrant's no-par voting common stock
outstanding as of May 8, 1998: 17,593,366 shares.
PART I - FINANCIAL INFORMATION
Item I - Financial Statements
TRENDWEST RESORTS, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(dollars in thousands)
December 31, March 31,
Assets 1997 1998
---------------- ----------------
(Unaudited)
Assets:
Cash $ 70 $ 4,560
Restricted cash 1,219 1,393
Notes receivable, net of allowance for doubtful accounts, sales
returns and deferred gross profit 73,075 58,939
Accrued interest and other receivables 7,435 7,393
Residual interest in notes receivable sold 15,235 19,940
Receivable from Parent -- 1,311
Inventories 44,534 47,469
Property and equipment, net 7,057 7,961
Deferred income taxes 924 561
Other assets 2,201 2,766
---------- ----------
Total assets $ 151,750 $ 152,293
========== ==========
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable 944 1,763
Accrued liabilities 3,862 4,457
Accrued construction in progress 10,480 6,155
Due to Parent 1,947 --
Allowance for recourse liability and deferred gross profit on notes
receivable sold 8,757 9,868
Income taxes payable to Parent 2,755 --
Income taxes payable 880 2,061
---------- ----------
Total liabilities 29,625 24,304
Stockholders' equity:
Preferred stock, no par value. Authorized 10,000,000 shares;
no shares issued or outstanding -- --
Common stock, no par value. Authorized 90,000,000 shares;
issued and outstanding 17,593,366 shares 66,742 66,742
Retained earnings 55,383 61,247
---------- ----------
Total stockholders' equity 122,125 127,989
Commitments and contingencies -- --
---------- ----------
Total liabilities and stockholders' equity $ 151,750 $ 152,293
========== ==========
See accompanying notes to the condensed combined and consolidated financial
statements.
TRENDWEST RESORTS, INC.
AND SUBSIDIARIES
Condensed Combined and Consolidated Statements of Income
(dollars in thousands, except per share data)
(Unaudited)
Three months ended March 31,
1997 1998
---------------- ----------------
Revenues:
Vacation Credit sales, net $ 27,945 $ 34,885
Finance income 3,219 3,198
Gains on sales of notes receivable -- 3,597
Resort management services 761 629
Other 688 519
---------- ----------
Total revenues 32,613 42,828
---------- ----------
Costs and operating expenses:
Vacation Credit cost of sales 7,553 9,513
Resort management services 259 276
Sales and marketing 13,131 17,635
General and administrative 2,968 3,789
Provision for doubtful accounts and recourse
liability 1,816 2,396
Interest 634 36
---------- ----------
Total costs and operating expenses 26,361 33,645
---------- ----------
Income before income taxes 6,252 9,183
Income tax expense 2,253 3,319
---------- ----------
Net income $ 3,999 $ 5,864
========== ==========
Basic and diluted net income per common share $ .28 .33
Basic and diluted weighted average shares of common stock outstanding 14,417,116 17,593,366
See accompanying notes to the condensed combined and consolidated financial
statements.
TRENDWEST RESORTS, INC.
AND SUBSIDIARIES
Condensed Combined and Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
Three months ended March 31,
-------------------------------------
1997 1998
---------------- ----------------
Cash flows from operating activities:
Net income $ 3,999 $ 5,864
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 154 197
Amortization of residual interest in notes receivable sold 949 1,402
Provision for doubtful accounts, sales returns and recourse 2,656 3,166
liability
Recoveries of notes receivable charged off 81 31
Residual interest in notes receivables sold -- (4,582)
Unrealized (gain) loss on residual interest in notes receivable sold (1,113) 44
Change in deferred gross profit (441) (226)
Deferred income tax expense (benefit) 63 363
Issuance of notes receivable (25,277) (31,078)
Proceeds from sale of notes receivable 624 38,488
Proceeds from repayment of notes receivable 5,250 5,401
Purchase of notes receivable (1,838) (2,104)
Changes in certain assets and liabilities:
Restricted cash (367) (174)
Inventories (1,831) (2,935)
Accounts payable and accrued liabilities 233 (2,911)
Income taxes payable to Parent 1,516 (2,755)
Income taxes payable -- 1,181
Other (531) (556)
------------ -----------
Net cash provided by (used in) operating activities (15,873) 8,816
------------ -----------
Cash flows used in investing activities -Purchase of property and equipment (630) (1,068)
----------- -----------
Cash flows from financing activities:
Proceeds from notes payable 14,727 --
Payments on notes payable (646) --
Increase in Receivable from Parent -- (1,311)
Increase (decrease) in Due to Parent 2,448 (1,947)
----------- -----------
Net cash provided by (used in) financing activities 16,529 (3,258)
----------- -----------
Net increase in cash 26 4,490
Cash at beginning of period 93 70
----------- -----------
Cash at end of period $ 119 $ 4,560
=========== ===========
See accompanying notes to the condensed combined and consolidated financial
statements.
TRENDWEST RESORTS, INC.
AND SUBSIDIARIES
Condensed Combined and Consolidated Statements of Cash Flows
(continued)
(dollars in thousands)
(unaudited)
Three months ended March 31,
-------------------------------------
1997 1998
---------------- ----------------
Supplemental disclosures of cash flow information cash paid during the period
for:
Interest $ 735 $ 178
Income taxes 675 4,530
See accompanying notes to combined and consolidated financial statements.
TRENDWEST RESORTS, INC.
AND SUBSIDIARIES
Notes to the Condensed Combined and Consolidated
Financial Statements
(dollars in thousands)
(Unaudited)
Note 1 - Background
Trendwest Resorts, Inc. (Company) markets, sells and finances timeshare
ownership interests in the form of perpetual timeshare credits (Vacation
Credits) in WorldMark, the Club (WorldMark). Vacation Credits are created
through the transfer to WorldMark of resort units acquired or developed by the
Company. The Company derives revenues primarily from Vacation Credit sales and,
to a lesser extent, from the financing of Vacation Credit sales and from its
management agreement with WorldMark.
These condensed combined and consolidated financial statements do not include
certain information and footnotes required by generally accepted accounting
principles for complete financial statements. However, in the opinion of
management, all adjustments considered necessary for a fair presentation have
been included and are of a normal recurring nature. Operating results for the
three months ended March 31, 1998 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1998.
These statements should be read in conjunction with the audited combined and
consolidated financial statements and footnotes included in the Company's 1997
Form 10-K filed with the Securities and Exchange Commission (SEC). The
accounting policies used in preparing these condensed combined and consolidated
financial statements are the same as those described in such Form 10-K.
Note 2 - Sale and Securitization of Notes Receivable
In March 1998, the Company sold $37.4 million of Notes Receivable to a
wholly-owned special purpose company, Trendwest Funding II, Inc. In addition,
the Bank Group sold $93.0 million of Notes Receivable purchased from TW
Holdings, Inc. to Trendwest Funding II, Inc. The special purpose company sold
the receivable to TRI Funding II, Inc. (TRI), a special purpose entity
wholly-owned by Trendwest Funding II, Inc., and TRI issued $130.4 million in two
classes of senior and subordinated notes to institutional investors. The 1998-1,
Class A notes were issued for $125.0 million at a fixed rate of 6.88%. The
1998-1, Class B notes were issued for $5.4 million at a fixed rate of 7.98%. The
Class A notes and Class B notes were rated `A" and `BBB' by Fitch IBCA, Inc.,
respectively, and are secured by the Notes Receivable owned by TRI. The ratings
reflect credit enhancements of a 4% over-collaterilization and a 2% minimum
reserve account. The notes have a stated maturity of April 15, 2009.
Note 3 - Basic and Diluted Net Income Per Common Share
On August 15, 1997, the Company consummated the offering of 3,176,250 shares of
the Company's common stock at $18 per share resulting in net proceeds, after
deducting the related issuance costs, of approximately $51,772. In addition, the
Company issued 5,193,693 shares of common stock to the Parent to acquire two
wholly owned subsidiaries, TW Holdings and Trendwest Funding (Consolidation
Transactions). Effective June 30, 1997, TW Holdings and Trendwest Funding were
wholly-owned subsidiaries of the Company.
Basic and diluted net income per common share has been computed based on the
number of shares of Trendwest common stock outstanding and assumes the 5,193,693
shares issued to the Parent in connection with the 1997 Consolidation
Transactions have been outstanding for all periods presented.
The following illustrates the reconciliation of weighted average shares used for
basic net income per share:
Three months ended March 31,
1997 1998
----------------- ------------------
Basic
Weighted average shares - Trendwest 9,223,423 17,593,366
Effect of consolidation transactions 5,193,693 --
------------- -------------
Basic and diluted weighted average shares outstanding 14,417,116 17,593,366
============= =============
Net income available to common shareholders for basic net income per share was $
3,999 and $5,864 for the three months ended March 31, 1997 and 1998,
respectively.
There were no dilutive securities outstanding for the periods presented
resulting in basic and diluted net income per share being equal.
At March 31, 1998, there were options to purchase 499,000 shares of common stock
outstanding which were antidilutive in 1998 and therefore not included in the
computation of diluted net income per share.
Note 4 - Inventories
Inventories consist of Vacation Credits and construction in progress as follows:
December 31, March 31,
1997 1998
----------------- ------------------
Vacation Credits $ 1,722 $ 9,251
Construction in progress 42,812 38,218
------------ ------------
Total inventories $ 44,534 $ 47,469
============ ============
Note 5 - Allowance For Doubtful Accounts, Recourse Liability and Sales Returns
The activity in the allowance for doubtful accounts, recourse liability and
sales returns is as follows for the year ended December 31, 1997 and the three
months ended March 31, 1998:
1997 1998
----------------- ------------------
Balances at beginning of period $ 11,241 $ 15,240
Provision for doubtful accounts, sales returns and 3,166
recourse liability 11,755
Notes receivable charged-off and sales returns net of
Vacation Credits recovered (7,888) (1,997)
Recoveries 132 31
------------ ------------
Balances at end of period $ 15,240 $ 16,440
============ ============
Allowance for doubtful accounts and sales returns $ 9,935 $ 9,899
Recourse Liability on notes receivable sold 5,305 6,541
------------ ------------
$ 15,240 $ 16,440
============ ============
Total notes receivable outstanding, including notes receivable sold, amounted to
$242,286 and $255,279 at December 31, 1997 and March 31, 1998, respectively.
Note 6 - Commitments and Contingencies
(a) Purchase Commitments
The Company routinely enters into purchase agreements with various developers to
acquire and build resort properties. At March 31, 1998 the Company had
outstanding purchase commitments of $19,020 related to properties under
development.
(b) Litigation
The Company is involved in various claims and lawsuits arising from the ordinary
course of business. Management believes that outcome of these matters will not
have a material adverse effect on the Company's financial position, results of
operations, or liquidity.
Note 7 - Subsequent Event
On May 7, 1998, the Company entered into an $11.8 million agreement to purchase
land and develop a 111 unit resort at Rancho Vistoso near Tucson, Arizona.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
The Company achieved total revenues of $42.8 million for the three months ended
March 31, 1998 compared to $32.6 million for the three months ended March 31,
1997, an increase of 31.3%. The principal reason for the overall improvement was
a 25.1% increase in Vacation Credit sales from $27.9 million for the three
months ended March 31, 1997 to $34.9 million for the three months ended March
31, 1998. The increase in Vacation Credit sales was primarily the result of a
26.6% increase in the number of Vacation Credits sold from 21.4 million in the
three months ended March 31, 1997 to 27.1 million in the three months ended
March 31, 1998. The increase in Vacation Credits sold was largely attributable
to new off-site sales offices in Costa Mesa, California opened in February 1997;
Woodland Hills, California, opened in October of 1997; relocating the Vallejo,
California office to Walnut Creek, California and increased Upgrade sales.
Revenues from Upgrade Sales increased 44.2% from $4.3 million for the three
months ended March 31, 1997 to $6.2 million for the three months ended March 31,
1998 due primarily to an increase of 55% in the number of Vacation Credits sold
as Upgrades during the three months ended March 31, 1997 compared to the three
months ended March 31, 1998. The average price per Vacation Credit sold
decreased slightly from $1.27 per credit for the three months ended March 31,
1997 versus $1.26 per credit for the three months ended March 31, 1998
reflecting a greater percentage of vacation credits sold as Upgrades which are
sold at a lower selling price.
Finance income for the three months ended March 31, 1997 was comparable to the
three months ended March 31, 1998 as the 1997 period benefitted from a $.8
million recognition of the unrealized gain on residual interest in Notes
Receivable sold, primarily from the adoption of Statement of Financial
Accounting Standards Number 125 (SFAS 125). Absent the above, increases in
finance income would have reflected the increase in carrying balances of Notes
Receivable for the two periods compared. Gains on sales of Notes Receivable
increased in 1998 because sales of notes receivable for the three months ended
March 31, 1997 were treated as secured borrowings because TW Holdings did not
meet the sales recognition criteria of SFAS 125. The asset backed securitization
consummated during the first quarter of 1998 resulted in recording gains on
$33.6 million of Notes Receivable sold. TW Holdings also recorded gains on $3.8
million of Notes Receivable sold to the Bank Group during the first quarter of
1998.
Vacation Credit cost of sales increased from $7.6 million for the three months
ended March 31, 1997 to $9.5 million for the three months ended March 31, 1998,
an increase of 25.0%, primarily reflecting the increase in sales of Vacation
Credits. As a percentage of Vacation Credit sales, Vacation Credit cost of sales
were comparable at 27.2% of Vacation Credit sales for each of the three months
ended March 31, 1997 and 1998.
Sales and marketing costs increased 34.4% from $13.1 million for the three
months ended March 31, 1997 to $17.6 million in the three months of 1998. As a
percentage of Vacation Credit sales, sales and marketing costs increased from
47.0% for the three months ended March 31, 1997 to 50.4% for the three months
ended March 31, 1998. This increase reflects start-up costs associated with
opening the Burlingame, California sales office in mid-March 1998, which costs
did not produce significant sales to any degree. In addition, training costs
associated with new salespeople and office personnel in the Southwest Region
also contributed to higher sales and marketing costs for the quarter.
General and administrative expenses increased 26.7% from $3.0 million for the
three months ended March 31, 1997 to $3.8 million for the three months ended
March 31, 1998. Absent the increase in gains on sales of Notes Receivable,
general and administrative expenses would have been higher as a percentage of
total revenue for the 1998 period as compared to the 1997 period due to
increased sales growth; inflationary pressure on wages, increased administration
costs resulting from being a publicly traded company and start-up expenses
associated with the new Southwest Region.
Provision for doubtful accounts and recourse liability increased 33.3 % from
$1.8 million for the three months ended March 31, 1997 to $2.4 million for the
three months ended March 31, 1998. As a percentage of Vacation Credit sales, the
provision increased from 6.5% for the three months ended March 31, 1997 to 6.9%
for the three months ended March 31, 1998 due to continued growth in the
carrying amount of Notes Receivable both on and off-balance sheet as well as
increased sales volume in California which has historically had higher default
rates than the Pacific Northwest.
The Company maintains an allowance for doubtful accounts in respect of the Notes
Receivable owned by the Company and an allowance for recourse liability in
respect of the Notes Receivable that have been sold by the Company. The
aggregate amount of these allowances at December 31, 1997 and March 31, 1998
were $15.2 million, and $16.4 million, respectively, representing approximately
6.3% and 6.4%, respectively, of the total portfolio of Notes Receivable at those
dates, including the Notes Receivable that had been sold by the Company. No
assurance can be given that these allowances will be adequate, and if the amount
of the Notes Receivable that are ultimately written off materially exceed the
related allowances, the Company's business, results of operations and financial
condition could be materially adversely affected.
The Company estimates its allowance for doubtful accounts and recourse liability
by analysis of bad debts by each sales site by year of Note Receivable
origination. The Company uses this historical analysis, in conjunction with
other factors such as local economic conditions and industry trends. The Company
also utilizes experience factors of more mature sales sites in establishing the
reserve for bad debts at new sales offices. The Company generally charges off
all receivables when they become 180 days past due and returns the credits
associated with such charge-offs to inventory. At March 31, 1998, 1.9% of the
Company's total receivables portfolio of $255.3 million were more than 60 days
past due.
LIQUIDITY AND CAPITAL RESOURCES
The Company generates cash from operations from down payments on sales of
Vacation Credits which are financed, cash sales of Vacation Credits, principal
and interest on Notes Receivable, and proceeds from sales and borrowings
collateralized by Notes Receivable. The Company also generates cash on the
interest differential between the interest charged on the Notes Receivable and
the interest paid on loans collateralized by Notes Receivable.
During the three months ended March 31, 1997 and 1998, cash (used in) provided
by operating activities was ($15.9) million and $8.8 million, respectively. Cash
generated from operating activities increased principally due to the increased
sales of Notes Receivable. For the first three months of 1997, cash used in
operating activities was principally for the issuance and purchase of Notes
Receivable of $27.1 million to finance the purchase of Vacation Credits by
Owners and an increase in inventory of $1.8 million due to additional
construction in progress to meet increasing sales demand. Cash provided by
operating activities resulted primarily from sales and repayments of Notes
Receivable of $5.9 million, and net income of $4.0 million. For the three months
ended March 31, 1998, cash used in operating activities was principally for the
issuance and purchase of Notes Receivable of $31.6 million to finance the
purchase of Vacation Credits by Owners and an increase in inventory of $2.9
million due to additional construction in progress to meet increasing sales
demand. Cash provided by operating activities resulted primarily from the sale
and repayment of Notes Receivable of $43.9 million and net income of $5.9
million. The increase in proceeds from sales of Notes Receivable in the first
three months of 1998 as compared with same period last year was due in part to
treating the transfer of such receivables to the Bank Group after January 1,
1997 and prior to June 30, 1997 as secured borrowing as TW Holdings did not meet
the sales recognition criteria of SFAS 125.
Net cash used in investing activities for the three months ended March 31, 1997
and 1998 was $0.6 and $1.1 million, respectively. Cash used in the acquisition
of property and equipment was primarily used to acquire furniture and fixtures
and data processing equipment required to meet the growth of the Company.
Net cash provided by (used in) financing activities for the three months ended
March 31, 1997 and 1998, was $16.5 million and ($3.3) million, respectively. For
the three months ended March 31, 1997, cash provided by financing activities
resulted primarily from the issuance of notes payable of $14.7 million in
conjunction with the sale of Notes Receivable from TW Holdings which was treated
as a secured borrowing as the transaction did not meet the sales recognition
criteria of SFAS 125. For the three months ended March 31, 1998, cash used in
financing activities was principally the result of payments to the Parent on the
revolving line of credit of $1.9 million and advancing excess funds to the
Parent of $1.3 million.
Financing of Notes Receivable has been accomplished by use of a $98.0 million
purchase commitment from the Bank Group through TW Holdings. As of March 31,
1998, Notes Receivable totaling $5.0 million had been transferred to the Bank
Group. The agreement with the Bank Group is subject to annual renewal on June 30
of each year. The interest rate on borrowings under the agreement with the Bank
Group is currently LIBOR plus 125 basis points. In the future, the Company may
hypothecate its Notes Receivable.
The Company has a $10 million open line of credit with the Parent which bears
interest at prime plus 1% (currently 9.5%) per annum. The line of credit is
payable on demand. As of March 31, 1998, there was not any outstanding
indebtedness to the Parent. The Company may advance excess funds to the Parent
at prime rate minus 2% (currently 6.5%) per annum. At March 31, 1998, there was
a $1.3 million Receivable from Parent.
In February 1998, the Company entered into a Credit Agreement with a group of
banks to provide the Company with a three-year unsecured revolving credit
facility for $30 million. The credit agreement provides for borrowings at the
reference rate as announced by Bank of America, NT&SA or at LIBOR plus 100 basis
points. The Credit Agreement provides for a commitment fee to the banks of 30
basis points per annum on the total unused amount of the commitment.
Availability under the line of credit is subject to a borrowing base which is a
percentage of unencumbered Notes Receivable and inventory, including property
under development. Under the terms of the Credit Agreement, the Company is
required to maintain certain interest coverage ratios and capitalization ratios.
The Credit Agreement also imposes limitations on certain liens and carrying
amounts of inventory and matures on February 12, 2001. The Company plans to use
this facility to meet short-term working capital needs.
In March 1998, the Company sold $37.4 million of Notes Receivable to a
wholly-owned special purpose company, Trendwest Funding II, Inc. In addition,
the Bank Group sold $93.0 million of Notes Receivable purchased from TW
Holdings, Inc. to Trendwest Funding II, Inc. The special purpose company sold
the receivable to TRI Funding II, Inc. (TRI), a special purpose entity
wholly-owned by Trendwest Funding II, Inc., and TRI issued $130.4 million in two
classes of senior and subordinated notes to institutional investors. The 1998-1,
Class A notes were issued for $125.0 million at a fixed rate of 6.88%. The
1998-1, Class B notes were issued for $5.4 million at a fixed rate of 7.98%. The
Class A notes and Class B notes were rated `A" and `BBB' by Fitch IBCA, Inc.,
respectively, and are secured by the Notes Receivable owned by TRI. The ratings
reflect credit enhancements of a 4% over-collaterilization and a 2% minimum
reserve account. The notes have a stated maturity of April 15, 2009. Upon
completion of this financing, the Company had $93.0 million of availability
under the TW Holdings facility and $30.0 million under the revolving credit
agreement.
Through the end of 1998, the Company anticipates spending approximately $38.5
million for acquisitions and development of new resort properties and for
expansion and development activities. The Company plans to fund these
expenditures with cash generated from operations, including further sales and
securitizations of Notes Receivable. The Company believes that, with respect to
its current operations, cash generated from operations and future borrowings,
will be sufficient to meet the Company's working capital and capital expenditure
needs through the end of 1998.
WorldMark maintains a replacement reserve for the WorldMark Resorts which is
funded from the annual assessments of the Owners. At March 31, 1998, the amount
of such reserve was approximately $6.0 million. The replacement reserve is
utilized to refurbish and replace the interiors and furnishings of the
condominium units and to maintain the exteriors and common areas in WorldMark
Resorts in which all units are owned by WorldMark. The Company may advance funds
to WorldMark from time to time.
Since completed units at various resort properties are acquired or developed in
advance and a significant portion of the purchase price of Vacation Credits is
financed by the Company, the Company continually needs funds to acquire and
develop property, to carry Notes Receivable contracts and to provide working
capital. The Company has historically secured additional funds through loans
from the Parent and the sale of Notes Receivable through the Finance
Subsidiaries. See "Risk Factors - Dependence on Acquisitions of Additional
Resort Units for Growth; Need for Additional Capital" of the Company's 1997 Form
10-K.
In the future, the Company may negotiate additional credit facilities, or issue
corporate debt or equity securities. Any debt incurred or issued by the Company
may be secured or unsecured, at a fixed or variable interest rate, and may be
subject to such additional terms as management deems appropriate.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Incorporated by reference. See Note 6 of "Notes to Condensed Combined and
Consolidated Financial Statements."
Item 2 - Changes in Securities and Use of Proceeds
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matter to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Restated Articles of Incorporation (1)
2.2 Restated Bylaws (1)
10.31 Indenture among the Registrant, TRI Funding II, Inc. and LaSalle
National Bank, dated as of March 1, 1998.
10.32 Series 1998-1 Supplement Dated as of March 1, 1998 to Indenture
Dated as of March 1, 1998 among the Registrant,
Trendwest Funding II, Inc. and LaSalle National Bank.
10.33 Servicing Agreement among the Registrant, TRI Funding II, Inc.,
Sage Systems, Inc. and LaSalle National Bank,
dated as of March 1,1998.
10.34 Purchase and Sale Agreement between the Registrant,
Trendwest Funding II, Inc. and TRI Funding II, Inc.
10.35 Receivables purchase agreement among the Registrant,
TRI Funding Company I, L.L.C., TW Holdings Inc. and
Trendwest Funding II, Inc., Dated as of March 1, 1998.
10.36 Credit Agreement among the Registrant, Bank of America National Trust
and Savings Association as Agent, and Other
Financial Institutions Party Hereto, Dated as of February 12, 1998.
11 Statement re: Computation of Earnings per share
27 Financial Data Schedule
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-26861).
(a) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRENDWEST RESORTS, INC.
Date: May 14, 1998 /s/ WILLIAM F. PEARE
--------------------- ---------------------------------------
William F. Peare
President, Chief Executive Officer and
Director (Principal Executive Officer)
Date: May 14, 1998 /s/ GARY A. FLORENCE
--------------------- ---------------------------------------
Gary A. Florence
Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)
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