SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2000
EQUIVEST FINANCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-29015 59-2346270
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
100 NORTHFIELD STREET
GREENWICH, CONNECTICUT 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 422-9088
INFORMATION TO BE INCLUDED IN REPORT
Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
Press Release
FOR IMMEDIATE RELEASE
EQUIVEST FINANCE ANNOUNCES RECORD 1999
REVENUES AND EARNINGS; EARNINGS PER SHARE OF
$0.31 FOR 1999 COMPARED TO $0.20 IN 1998.
Greenwich, Connecticut (Business Wire) - March 13, 2000 - Equivest
Finance, Inc. (NASDAQ:EQUI) announced today its financial results for the fourth
quarter of 1999 and the year ended December 31, 1999. The Company set all time
records for revenues and net income for both the full year and the fourth
quarter. Equivest provides high quality vacation ownership opportunities to its
approximately 75,000 owners at 29 resorts located on the eastern and Gulf coasts
of the United States and in St. Thomas, USVI. Equivest also operates a specialty
finance company providing financing to independent resort developers, their
customers and its own resort operations.
For the year ended December 31, 1999, revenues were up 219% to $94.4
million from $29.6 million in the year earlier period. Pretax income rose 79% to
$15.2 million, compared with $8.5 million in the comparable period. Net income
for the year rose 66% to $8.7 million compared with $5.2 million for the same
period in 1998, when net operating loss carryforwards for federal income tax
purposes were available for a portion of the year. Diluted earnings per share
rose 55% to $0.31 on 26.5 million weighted average shares outstanding for the
year ended December 31, 1999, compared with earnings per share of $0.20 for the
previous year on 23.5 million weighted average shares outstanding. EBITDA for
1999 was $32.1 million, up 77% from $18.2 million in 1998.
Total assets as of December 31, 1999 were $417.0 million, an increase of
111% compared with $197.4 million at year-end 1998. Total capital at December
31, 1999 was $75.4 million, an increase of 41% from $53.5 million at year-end
1998. Results for 1999 reflect two major acquisitions during the year. On March
26, 1999, the Company acquired a group of six resorts and other assets from the
Kosmas Group International, Inc. ("KGI"), and on November 17, 1999, the Company
acquired Peppertree Resorts, Ltd. and certain affiliated companies, both as
previously reported.
2
For the quarter ended December 31, 1999, revenues rose 151% to a record
$28.8 million, compared with $11.4 million in the comparable quarter in 1998.
Results in the fourth quarter were adversely affected by the effects in
different markets of Hurricanes Floyd and Lenny, particularly on the former
Peppertree operations, which were affected by extensive flooding throughout
Peppertree's North Carolina marketing areas. Nonetheless, pretax net income for
the quarter rose 24% to $2.9 million, up from $2.3 million reported in the year
earlier period. Net income for the quarter was $1.4 million, an increase of 8%
from $1.3 million in 1998. Earnings per share were $0.05 in the fourth quarter
of 1999, unchanged from the $0.05 in the fourth quarter of 1998.
Results in the fourth quarter were adversely affected by an increase in
sales and marketing expense to 57% of timeshare sales, compared with 47% in the
fourth quarter of 1998, and 47.6% for 1999 as a whole. The company believes that
this increase was attributable in significant part to reduced occupancy and
reduced numbers of travelers in most of the Company's markets due to unusually
severe weather conditions, as well as travel safety concerns relating to
potential Year 2000 computer issues. The resulting lower levels of tours at the
Company's resort properties led to a corresponding increase in the sales and
marketing expense as a percentage of timeshare sales. Expenses relating to the
Peppertree acquisition also affected results in the fourth quarter. The Company
believes that these factors are principally one-time events limited to the
fourth quarter, although amortization of certain fees and other expenses
resulting from the Peppertree acquisition will continue during 2000, and
Peppertree sales and marketing costs are likely to continue to exceed those of
Equivest during its integration process.
For the year 1999, Equivest reported $40.9 million in sales of vacation
ownership intervals ("VOI's"), or 43% of total revenues. Interest income was
$26.0 million, or 28% of overall revenues. Resort management operations
generated $25.9 million in revenue, or 27% of total revenues. For the full year
1999, the cost of VOI sales fell to 23.6%, down from 25.1% in 1998. Sales and
marketing expense also declined slightly, falling to 47.6% of VOI sales, down
from 47.8% in 1998. Resort operations expense for 1999 fell to 84.1% of resort
operations revenue, down from 89.5% in 1998. General and administrative expense
fell to 9.7% of total revenues for 1999, down 30% from 13.8% for the prior year.
Interest expense as a percent of interest income in 1999 was 51.6%, up from
36.6% in the year earlier period.
During the fourth quarter of 1999, VOI sales were $12.7 million, or 44% of
total revenues. Interest income was $8.0 million, or 28% of overall revenues.
Resort management operations generated $7.8 million in revenue, or 27% of total
revenues. For the fourth quarter, the cost of VOI sales fell to 23.0%, down from
25.3% in the
3
fourth quarter of 1998. Sales and marketing expense as a percent of VOI sales
rose to 57.5%, up from 46.6% during the fourth quarter of 1998. Resort
operations expense fell to 72.0% of resort operations revenue, down from 93.4%
during the fourth quarter of 1998. Interest expense as a percent of interest
income was 57.1% in the fourth quarter, up from 39.7% in the year earlier
period. Fourth quarter general and administrative expense was 12.0% of total
revenues, up from 11.5% during the fourth quarter of 1998.
The company's loan receivable portfolio grew 62% to $260.1 million for the
year ended December 31, 1999, compared with $161.0 million as of December 31,
1998. Of this amount, the Company maintained total portfolio reserves and over
collateralization of $32.9 million, or 13% of the total loan portfolio, up 28%
from $25.8 million, or 16% of the total loan portfolio, at December 31, 1998.
The decline in total reserves as a percentage of the total loan portfolio
reflects the lower proportion of third party loans, which typically carry higher
reserve levels, in the overall portfolio as a result of the 1999 acquisitions.
The allowance for doubtful accounts included in total reserves was $10.1 million
at December 31, 1999, up 163% compared with $3.8 million at December 31, 1998.
This increase reflects additions relating to the KGI and Peppertree transactions
and their related portfolios.
On third party developer consumer notes receivables, the Company has a
right to put, or charge back, defaulted receivables to the developer once any
such receivable becomes 60 or more days past due. During 1999, the Company
charged back to developers 1,042 loans with an outstanding principal balance of
$5.5 million. In 1998, the Company charged back 1,136 loans with an outstanding
principal balance of $5.9 million. Such chargebacks represented 5.1% and 5.5%,
respectively, of total third party consumer loans as of December 31, 1999 and
1998, respectively. Other than minimal processing expenses, the Company did not
incur any loss on such charge backs. The total portfolio of third party consumer
loans receivable was $122.3 million at December 31, 1999.
At December 31, 1999, the consumer notes receivable in the Company's
portfolio were approximately 94.6% current, 2.8% 30-60 days, 1.5% 61-90 days,
and 1.1% over 90 days. At December 31, 1999, there were 508 notes with a
principal balance of $2.7 million that were over 91 days past due. Of that
amount, $1.3 million were notes relating to consumer receivables in the
Company's resorts. During 1999 the Company wrote off 548 consumer notes with an
outstanding principal balance of $2.6 million. With limited exceptions, the
Company services the loans in its portfolio internally, using its own personnel
and the facilities of its wholly-owned subsidiary Resort Funding, Inc.
4
During 1999, the Company sold approximately 3,922 VOI's at an average
price of approximately $10,400, and it sold 1,310 VOI's at an average price of
approximately $10,490 during the fourth quarter. As of December 31, 1999, the
company held approximately 28,000 unsold VOI's in inventory, representing more
than $290 million in potential gross sales proceeds at the current average sales
price as of December 31, 1999.
Richard C. Breeden, Chairman, President and Chief Executive Office of
Equivest commented: "During 1999 we increased the size of Equivest through two
major acquisitions, each of which added new resorts and an important owner base
to our company. We believe that we are making excellent progress in reducing
costs and increasing profit margins at both the former KGI and Peppertree
resorts. In both cases sales and marketing expenses prior to acquisition by
Equivest were substantially in excess of such expense levels in Equivest, and we
work very hard to cut costs substantially as quickly as possible after each
acquisition. "
Certain statements in this press release are forward-looking. They may be
identified by the use of forward-looking words or phrases such as "believe,"
"expect", "anticipate," "should," "planned," "estimated," and "potential." These
forward-looking statements are based on the Company's current expectations. The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
such forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause actual results
and experience to differ materially from the anticipated results or other
expectations expressed in such forward-looking statements. The risks and
uncertainties that may affect the operations, performance, development, and
results of the Company's businesses include a downturn in the real estate cycle,
lack of available qualified prospects to tour the Company's resorts, competition
from other developers, lack of appropriate sites for future developments,
failure to complete construction in a timely and cost-efficient manner, or other
factors which result in lower sales of vacation ownership interests, possible
financial difficulties of one or more of the developers with whom the Company
does business, including the risk of carrying non-performing assets or losses if
defaulted loans prove to have insufficient collateral backing, fluctuations in
interest rates, prepayments by consumers or indebtedness, inability of
developers to honor replacement obligations for defaulted consumer notes, and
competition from organizations with greater financial resources.
For Information Contact:
Gerald L. Klaben, Jr., Chief Financial Officer (203) 618-0065
5
EQUIVEST FINANCE, INC. and SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
December 31, December 31,
----------- -----------
ASSETS 1999 (Unaudited) 1998
- ----------------------------------------------------- ---------------- ------------
Cash and cash equivalents $ 8,010 $ 3,487
Receivables, net 247,082 142,326
Investment in real estate joint venture 4,416 2,971
Inventory 87,925 10,361
Property and equipment, net 18,123 3,048
Goodwill, net 41,374 27,247
Other assets 10,055 7,944
--------- ---------
Total Assets $ 416,985 $ 197,384
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts Payable and Other Liabilities:
Accounts payable $ 6,288 $ 2,213
Accrued expenses and other liabilities 20,833 3,985
Taxes payable 4,557 1,994
Deferred income taxes 20,587 2,569
--------- ---------
Total Accounts Payable and Other Liabilities 52,265 10,761
--------- ---------
Notes payable 289,358 133,117
--------- ---------
Total Liabilities 341,623 143,878
--------- ---------
STOCKHOLDERS' EQUITY
Cumulative Redeemable Preferred Stock--Series 2 Class A,
$3 par value; 15,000 shares authorized, 10,000 shares
Issued and outstanding 30 30
Common Stock, $.01 par value; 50,000,000 shares
authorized, 28,089,722 shares outstanding in 1999 and
25,198,351 outstanding in 1998 281 252
Additional paid-in capital 62,246 49,115
Retained earnings 12,805 4,109
--------- ---------
Total Stockholders' Equity 75,362 53,506
--------- ---------
Total Liabilities and Stockholders' Equity $ 416,985 $ 197,384
========= =========
6
EQUIVEST FINANCE, INC. and SUBSIDIARIES
COMPARATIVE CONDENSED STATEMENT OF INCOME
(Dollars in thousands except per share data)
Three months ended Year ended
December 31, December 31,
1999 1998 1999 1998
---- ---- ---- ----
(unaudited) (unaudited)
Revenues:
Timeshare interval sales $12,677 $ 3,450 $40,910 $ 4,553
Interest 7,953 5,388 25,962 20,399
Resort operations 7,816 2,431 25,858 3,646
Other income 315 171 1,650 1,039
------- ------- ------- -------
Total revenues 28,761 11,440 94,380 29,637
Expenses:
Provision for doubtful accounts 742 142 2,192 791
Interest 4,543 2,139 7,458
Cost of timeshare intervals sold 2,919 872 9,666 1,145
Depreciation and amortization 1,334 786 3,542 2,205
Sales and marketing 7,292 1,607 19,464 2,175
Resort management 5,625 2,272 21,743 3,261
General and administrative 3,439 1,318 9,188 4,088
------- ------- ------- -------
Total expenses 25,894 9,136 79,184 21,123
------- ------- ------- -------
Income before provision for taxes 2,867 2,304 15,196 8,514
Provision for income taxes 1,425 970 6,500 3,270
------- ------- ------- -------
Net income $ 1,442 $ 1,334 $ 8,696 $ 5,244
======= ======= ======= =======
Basic earnings per share $ 0.05 $ 0.05 $ 0.31 $ 0.20
Diluted earnings per share $ 0.05 $ 0.05 $ 0.31 $ 0.20
7
EQUIVEST FINANCE, INC. and SUBSIDIARIES
Selected Financial Data as a Percentage of Total Revenues
Three months ended Year ended
December 31, December 31,
1999 1998 1999 1998
---- ---- ---- ----
(unaudited) (unaudited)
Revenues:
As a percentage of total revenues:
Timeshare interval sales 44.0 % 30.1 % 43.3 % 15.4 %
Interest 27.7 % 47.1 % 27.5 % 68.8 %
Resort operations 27.2 % 21.3 % 27.4 % 12.3 %
Other income 1.1 % 1.5 % 1.8 % 3.5 %
------- ------- ------- -------
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %
Expenses:
As a percentage of VOI sales:
Cost of timeshare intervals sold 23.0 % 25.3 % 23.6 % 25.1 %
Sales and marketing 57.5 % 46.6 % 47.6 % 47.8 %
Provision for doubtful accounts (1) 5.9 % 4.1 % 5.0 % 4.5 %
As a percentage of interest income:
Interest 57.1 % 39.7 % 51.6 % 36.6 %
As a percentage of resort operations:
Resort management 72.0 % 93.4 % 84.1 % 89.5 %
As a percentage of total revenues:
Provision for doubtful accounts (2) 0.0 % 0.0 % 0.2 % 2.0 %
Depreciation and amortization 4.6 % 6.9 % 3.8 % 7.4 %
General and administrative 12.0 % 11.5 % 9.7 % 13.8 %
------- ------- ------- -------
Total expenses 90.0 % 79.9 % 83.9 % 71.3 %
------- ------- ------- -------
Income before taxes 10.0 % 20.1 % 16.1 % 28.7 %
Provision for income taxes 5.0 % 8.5 % 6.9 % 11.0 %
------- ------- ------- -------
Net income 5.0 % 11.6 % 9.2 % 17.7 %
(1) Based on provision for doubtful receivables recorded on timeshare
development.
(2) Based on provision for doubtful receivables recorded on timeshare
financing.
8
EQUIVEST FINANCE, INC. and SUBSIDIARIES
Selected Financial Data
(Dollars in thousands)
December 31, December 31,
1999 1998
---- ----
A&D loans $ 27,945 $ 33,434
Purchased receivables 91,028 95,289
Hypothecation loans 16,925 11,904
Consumer loans, owned 120,895 18,012
Other loans 3,297 2,313
-------------- --------------
Total loans outstanding $ 260,090 $ 160,952
Specific reserves $ 18,507 $ 18,392
General reserves 10,073 3,835
Overcollateralization 4,308 3,588
-------------- --------------
Total reserves and overcollateralization $ 32,888 $ 25,815
Total reserves and overcollateralization as
% of total loans 12.6% 16.0%
Chargebacks 5,542 5,875
Chargebacks as % of Consumer Financings (1) 5.1% 5.5%
Allowance for doubtful accounts, beginning of year $ 3,835 $ 2,442
Provision for loan losses 2,192 791
Allowance related to an acquisition 6,639 793
Charges to allowance for doubtful accounts (2,601) (216)
Charges against Specific developer reserves 8 25
-------------- --------------
Allowance for doubtful accounts, end of year $ 10,073 $ 3,835
(1) Consumer Financing includes Purchased receivables and Hypothecation loans.
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EQUIVEST FINANCE, INC.
Date: March 14, 2000 By: /s/ Gerald L. Klaben
-------------------------------------
Name: Gerald L. Klaben
Title: Chief Financial Officer &
Senior Vice President