UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2001
Commission File No. 0-3858
INTERNATIONAL LEISURE HOSTS, LTD.
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(Exact name of Registrant as specified in its charter)
Wyoming 86-0224163
- -------------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3207 S. Hardy Drive
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Tempe, AZ 85282
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(Address of principal executive (Zip Code)
office)
Issuer's telephone number, including area code (480) 829-7600
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the 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 |_|
State the number of shares outstanding of each of the issuer's classes of common
stock as of the close of the latest practicable date. There were 694,407 shares
of $.01 par value common stock outstanding as of September 30, 2001.
Page 1 of 13
PART I - FINANCIAL INFORMATION
ITEM 1 - Summarized Financial Information
INTERNATIONAL LEISURE HOSTS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
September March
30, 2001 31, 2001
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 267,759 $ 174,991
Accounts receivable 404 1,338
Merchandise inventories 140,763 112,002
Prepaid expenses and other 35,760 18,754
----------- -----------
Total current assets 444,686 307,085
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PROPERTY AND EQUIPMENT:
Buildings and improvements 6,504,051 6,258,425
Equipment 2,018,882 2,010,789
Leasehold improvements 325,600 325,600
Construction in progress 653,840 726,833
----------- -----------
Total property and equipment 9,502,373 9,321,647
Less accumulated depreciation and amortization 3,104,919 2,918,567
----------- -----------
Property and equipment - net 6,397,454 6,403,080
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TOTAL $ 6,842,140 $ 6,710,165
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable under lines of credit from related party $ 885,000 $ 835,000
Note payable under line of credit 100,000 422,420
Accounts payable - trade 146,700 201,639
Income taxes payable 119,000 24,454
Accrued liabilities 53,524 44,750
Advance deposits 97,182 139,012
----------- -----------
Total current liabilities 1,401,406 1,667,275
DEFERRED INCOME TAXES 156,076 156,076
----------- -----------
Total liabilities 1,557,482 1,823,351
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COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $5 par value - authorized 100,000 shares: none issued
Common stock, $.01 par value - authorized 2,000,000 shares: issued
718,373 shares issued 7,184 7,184
Additional paid-in capital 656,426 656,426
Retained earnings 4,700,010 4,302,166
----------- -----------
5,363,620 4,965,776
Less common stock in treasury - at cost, 23,966 shares (78,962) (78,962)
----------- -----------
Shareholders' equity - net 5,284,658 4,886,814
----------- -----------
TOTAL $ 6,842,140 $ 6,710,165
=========== ===========
See notes to unaudited condensed consolidated financial statements
Page 2 of 13
INTERNATIONAL LEISURE HOSTS, LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three months ended Six months ended
September 30, September 30,
---------------------- ----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
REVENUES:
Sales of merchandise $ 946,888 $ 928,591 $1,287,245 $1,286,880
Room, cabin and trailer space rentals 968,979 894,421 1,300,040 1,204,267
Other rentals and income 100,834 136,531 186,957 182,208
Interest 3,225 4,536 3,715 6,946
---------- ---------- ---------- ----------
Total revenues 2,019,926 1,964,079 2,777,957 2,680,301
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of merchandise 522,440 547,324 744,330 759,556
Operating 686,607 628,207 1,124,173 1,047,215
General and administrative 13,232 21,894 48,438 57,918
General and administrative - related party 33,750 35,508 67,500 70,663
Net loss on asset disposals 662 3,155 662 4,170
Depreciation and amortization 88,576 77,437 177,635 168,692
Interest - related party 11,975 19,302 25,071 46,710
---------- ---------- ---------- ----------
Total costs and expenses 1,357,242 1,332,827 2,187,809 2,154,924
---------- ---------- ---------- ----------
Income before income taxes 662,684 631,252 590,148 525,377
Provision for income taxes 217,304 205,800 192,304 174,000
---------- ---------- ---------- ----------
NET INCOME $ 445,380 $ 425,452 $ 397,844 $ 351,377
========== ========== ========== ==========
NET INCOME
PER COMMON SHARE $ 0.64 $ 0.61 $ 0.57 $ 0.51
========== ========== ========== ==========
See notes to unaudited condensed consolidated financial statements
Page 3 of 13
INTERNATIONAL LEISURE HOSTS, LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended September 30,
------------------------------
2001 2000
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OPERATING ACTIVITIES:
Net income $ 397,844 $ 351,377
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 177,635 168,692
Net loss on asset disposals 662 4,170
Changes in assets and liabilities:
Accounts receivable 934 114,757
Merchandise inventories (28,761) (19,732)
Prepaid expenses and other (17,006) (22,952)
Accounts payable - trade (54,939) 76,588
Accounts payable - related party (22,236)
Income taxes payable 94,546 47,000
Accrued liabilities 8,774 (8,552)
Advance deposits (41,830) (27,312)
Deferred income taxes (8,000)
--------- ---------
Net cash provided by operating activities 537,859 653,800
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INVESTING ACTIVITIES:
Purchases of property and equipment (175,421) (379,114)
Proceeds from sale of property and equipment 2,750 34,500
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Net cash used in investing activities (172,671) (344,614)
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FINANCING ACTIVITIES:
Loan proceeds from related party 50,000
Loan payments to related party (510,000)
Loan payments to bank (322,420)
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Net cash used in financing activities (272,420) (510,000)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 92,768 (200,814)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 174,991 306,354
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 267,759 $ 105,540
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest $ 48,557 $ 66,506
========= =========
- Cash paid for income taxes $ 95,000 $ 75,000
========= =========
See notes to unaudited condensed consolidated financial statements
Page 4 of 13
INTERNATIONAL LEISURE HOSTS, LTD.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Month Periods Ended September 30, 2001 and 2000
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and notes required by accounting principles generally accepted in
the United States of America for complete financial statements. In the opinion
of management, all adjustments and reclassifications considered necessary for a
fair and comparable presentation have been made and are of a normal recurring
nature. Operating results for the six months ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 2002. The enclosed financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended March 31, 2001.
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
International Leisure Hosts, Ltd. (the "Company") operates in one business
segment, the ownership and operation of Flagg Ranch Resort, a full-service
resort motel and trailer park located in the John D. Rockefeller Jr. Memorial
Parkway, approximately four miles north of Grand Teton National Park and two
miles south of the southern entrance to Yellowstone National Park.
Significant Accounting Policies - The Company prepares its financial statements
in accordance with accounting principles generally accepted in the United States
of America. A summary of significant accounting policies is as follows:
a. Basis of Consolidation - The consolidated financial statements include
the accounts of the Company and its subsidiary after elimination of all
significant intercompany transactions and accounts.
b. Cash Equivalents - Cash and cash equivalents represent cash in banks,
money market funds, and certificates of deposit with initial maturities
of three months or less.
c. Merchandise inventories are stated at the lower of aggregate cost
(first-in, first-out basis) or market.
d. Property and equipment are stated at cost. Depreciation is computed by
straight-line and accelerated methods over the estimated useful lives,
which range from 5 to 40 years. Leasehold improvements are amortized
using the straight-line method over the lesser of the estimated useful
life of the related asset or the term of the lease.
Page 5 of 13
The Company reviews the carrying values of its long-lived assets and
identifiable intangibles for possible impairment whenever events or
changes in circumstances indicate that the carrying amount of assets to
be held and used may not be recoverable. For assets to be disposed of,
the Company reports long-lived assets and certain identifiable
intangibles at the lower of carrying amount or fair value less cost to
sell.
e. Income taxes - Deferred income taxes have been provided for the temporary
differences between financial statement and income tax reporting on
certain transactions.
f. Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
g. Net Income per Common Share - Basic net income per common share is
computed by dividing net income by the weighted average number of common
shares outstanding. The weighted average number of common shares
outstanding was 694,407 and 694,477 for the six month periods ended
September 30, 2001 and 2000, respectively. Dilutive securities were not
included in the income per share calculation as their effect would be
antidilutive. Basic and diluted income per share is the same for all
periods presented.
h. Estimated Fair Value of Financial Instruments - The Company has estimated
the fair value of its financial instruments using available market data.
However, considerable judgment is required in interpreting market data to
develop estimates of fair value. The use of different market assumptions
or methodologies may have a material effect on the estimates of fair
values. The carrying values of cash, receivables, lines of credit,
accounts payable, and accrued expenses approximate fair values due to the
short-term maturities or market rates of interest.
i. New Accounting Pronouncement - The Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
133, Accounting for Derivative Instruments and Hedging Activities. The
effective date of SFAS No. 133 is fiscal years beginning after June 15,
2000. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivatives embedded in other
contracts, and for hedging activities. It requires that entities record
all derivatives as either assets or liabilities, measured at fair value.
Management has determined that there was no impact to the financial
statements from implementing SFAS No. 133.
2. COMMITMENTS AND CONTINGENCIES
The Company receives its operating authorization from the National Park Service
("NPS"). The NPS Contract (the "Contract") which became effective on January 1,
1990, will expire on December 31, 2009. Under the terms of the Contract, prior
to December 31, 2002, the Company is required to move its existing 54-unit
riverside motel from its current location to the high ground above the Snake
River, to provide for new employee housing and make certain other improvements.
The Company has chosen to
Page 6 of 13
meet these requirements by moving the riverside motel and converting it into
employee housing, plus building additional employee support facilities, which
began in summer 1998, with expected completion in summer 2002. The remaining
cost of this relocation is estimated to be between $250,000 and $400,000
depending on the extent of additional improvements required by the NPS.
The extensive capital investments which were required by the Company's current
Contract, were made based on the Park providing road access in the winter and
full winter services (i.e. snowmobile rentals) for the duration of the Contract.
These services are necessary to allow the Company to recover its substantial
investment and provide a reasonable opportunity to realize a profit consistent
with the Contract and applicable law. The Company relied on the Park's
representations to expend in excess of six million dollars in facilities
improvements. Precluding the Company from offering its full spectrum of winter
activities would materially and fundamentally alter key contract features and
substantially interfere with the Company's ability to recover its investments or
realize planned profit.
The Contract fee to the NPS is calculated at 2 percent of gross receipts (as
defined), subject to review and possible adjustment every five years. For the
six months ended September 30, 2001 and 2000, this fee amounted to $51,200, and
$54,400, respectively, which has been recorded as operating expense.
Flagg Ranch faces competition from hotels, camping areas and trailer facilities
in Yellowstone and Grand Teton National Parks, as well as from a large number of
hotels and motels in Wyoming, Montana and Idaho, offering some facilities which
are similar to those offered by Flagg Ranch. In addition, the business of Flagg
Ranch is susceptible to weather conditions and unfavorable trends in the economy
as a whole. Business could be significantly affected depending upon actions
which might be taken by the NPS if cutbacks are made to their budget. If the NPS
decides to close Yellowstone National Park for the winter months, then Flagg
Ranch would have to discontinue its winter operations. NPS budget cutbacks could
also negatively impact the length of the summer season and the number of
visitors to the Parks and have a corresponding negative impact on Flagg Ranch
revenues.
On May 20, 1997, the Fund for Animals, Biodiversity Legal Foundation et. al.
filed a lawsuit against the NPS challenging the action of the NPS regarding
winter use of Yellowstone and Grand Teton National Parks. The plaintiffs asked
the Federal Court to stop winter activities, primarily snowmobiling and related
snow grooming, until environmental impacts are documented. A settlement
agreement was reached that required the NPS to prepare an environmental impact
statement ("EIS") during which time period the Parks continued activities under
the then existing winter visitor-use plan.
Upon completion of the EIS, the NPS prepared a draft winter-use plan with
several alternatives. The NPS has adopted the draft winter-use plan which
eliminates snowmobiling from the Park with a phase-in period of three years
during which time the winter snowmobiling operation may be continued.
Per the settlement of a lawsuit that was filed by snowmobile manufacturers and
various other organizations to overturn the NPS's decision the NPS has agreed to
reopen its decision-making process regarding the use of snowmobiles in
Yellowstone and surrounding Parks. Under the settlement, the Park Service has
committed to reexamine its closure in light of new, environmentally friendly
snowmobile technology and other information provided by the public. While the
Company is optimistic regarding this settlement, until such time as there is a
change in the current winter-use plan, the winter
Page 7 of 13
snowmobiling operation will discontinue operations after the 2001-2002 winter
season. This will have a significant negative impact on the revenues and
financial results of the Company. During fiscal 2001, winter operations
accounted for approximately 35 percent of total revenues.
Proprietary rights to certain facility improvements constructed by the Company
(including the new lodge and new cabin units) have been granted to the Company
under the terms of the Contract; however, the NPS may terminate the Contract and
purchase the Company's improvements, upon a determination that the public
interest requires Federal Government ownership of the improvements. In such
event, the Federal Government is required to pay a price for said improvements
equal to the cost of reconstruction less depreciation. If, however the Contract
is terminated by the Federal Government for default by the Company for
unsatisfactory performance as defined in the Contract, then the Federal
Government is required to pay a price equal to the tax basis of the
improvements. At the end of the Contract, if the Company is not the successful
bidder on a new contract for the property, then the Federal Government is
required to purchase from the Company the improvements (including the new lodge
and new cabin units) made to the property at a price equal to the cost of
reconstruction less depreciation.
The Department of Labor ("DOL") has notified the Company, on behalf of current
and past employees, that additional overtime is due for the period beginning
November 1, 1997. Currently the Company pays overtime for any hours in excess of
48 during a one week period. The Company, as well as other Park concessioners in
the area, have operated under an exemption that exists in the Fair Labor
Standards Act. The DOL has claimed that this exemption does not apply due to
conflicting language in the Contract Work Hours Safety Standard Act which
requires overtime to be paid to laborers and mechanics working on a government
contract after 40 hours worked during a week. If the DOL prevails, the estimate
of the additional expense to the Company ranges from $40,000 to $60,000. While
there is no guarantee, the Company believes it will not be subject to the
additional overtime payments and, therefore, no amounts have been accrued for
this contingency in the accompanying financial statements.
3. TRANSACTIONS WITH RELATED PARTIES
General and administrative - related party expenses for the six months ended
September 30, 2001 and 2000 represent management fees and administrative
expenses paid to related parties and totaled approximately $68,000, and $71,000,
respectively. Related parties during the six months ended September 30, 2001,
and 2000 are owned by the Company's current majority owner, Robert Walker, or
family members and also include a company owned by the Company's current
President, Michael P. Perikly.
Interest incurred on related party debt (see note 4) for the six months ended
September 30, 2001 and 2000 was $33,049 and $66,506, respectively.
4. NOTES PAYABLE UNDER LINES OF CREDIT
During October 2000, the Company renewed a line of credit agreement
("Agreement") with an affiliated company, which provides for collateralized
borrowings of up to $1,500,000 at an interest rate of prime plus .5 percent. The
Agreement was renewed until September 30, 2001. Borrowings under this Agreement
are collateralized by the assets and improvements of Flagg Ranch. The Company
has
Page 8 of 13
borrowed $885,000 on this line of credit as of September 30, 2001. The terms of
the Agreement contain, among other provisions, requirements for maintaining
minimum cash flows (as defined in the Agreement) and places limitations on the
Company's ability to make loans. As of September 30, 2001, the Company was not
in compliance with the minimum cash flow requirement. The Agreement was renewed
during October 2001 for an additional twelve months.
On October 5, 2000 the Company entered into a line of credit agreement with
Jackson State Bank ("JSB Agreement"), which provides for collateralized
borrowings of up to $500,000 at an interest rate of prime plus .875 percent.
Borrowings under the JSB Agreement are collateralized by the assets and
improvements of Flagg Ranch. The Company has borrowed $100,000 on the JSB
Agreement as of September 30, 2001.
During December 2000, the Company entered into an Agreement with an affiliated
company expiring November 30, 2001, which provides for collateralized borrowings
of up to $500,000 at an interest rate of prime plus .5 percent. Borrowings under
the Agreement are collateralized by the assets and improvements of Flagg Ranch.
The Company has borrowed $300,000 on this line of credit as of September 30,
2001. The terms of the Agreement contain, among other provisions, requirements
for maintaining minimum cash flows (as defined in the Agreement) and place
limitations on the Company's ability to make loans. As of September 30, 2001,
the Company was not in compliance with the minimum cash flow requirement.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The statements contained in this Report regarding management's anticipation of
the Company's facility completion schedules, quality of facilities, fulfillment
of National Park Service requirements, consumer response to marketing efforts,
ability to offset inflation and adequacy of financing, constitute "forward
looking" statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Management's anticipation is based upon assumptions
regarding levels of competition, acceptance of facilities by consumers,
favorable weather conditions, ability to complete facility construction, the
market in which the Company operates, the stability of the economy and stability
of the regulatory environment. Any of these assumptions could prove inaccurate,
and therefore there can be no assurance that the forward-looking information
will prove to be accurate.
The Company's net income for the six months ended September 30, 2001 was
$398,000 ($.57 per share). This compares to net income of $351,000 ($.51 per
share) for the six months ended September 30, 2000. The $47,000 increase in
income is primarily due to higher revenues during the second quarter of the
current year versus the prior year. During the second quarter of the prior year
the Company was closed for an extended period due to the forest fires in the
immediate area. Changes in the Company's revenues and expenses for the six month
periods ended September 30, 2001 and 2000 are summarized below. All references
to years, represent the six month period ending September 30 of the stated year.
Flagg Ranch, the principal business of the Company, is operated as a seasonal
resort. The two seasons coincide with the opening and closing dates of
Yellowstone and Grand Teton National Parks. The summer season runs from
approximately May 24 through October 8 and the winter season runs from the
middle of December through early March.
Page 9 of 13
Revenues
Total revenues for 2001 increased by $98,000 or 4% from 2000. Of this increase,
$82,000 was from cabin rentals, $13,000 from RV park rentals, $15,000 from trail
ride revenue, $10,000 in food services, $6,000 in gift shop sales, $31,000 in
other revenue and $2,000 in fishing trip income. Decreases of $8,000 in grocery
store sales, $7,000 in gasoline sales and $46,000 in float trip revenue offset
the above increases.
Total revenues for the three months ended September 30, 2001 increased by
$56,000 or 3% from 2000. Of this increase, $65,000 was from cabin rentals,
$10,000 from RV park rentals, $22,000 from food services, $12,000 from gift shop
sales, $1,000 from fishing trip income, and $8,000 from trail ride revenue.
Offsetting these increases were decreases of $6,000 from grocery store sales,
$10,000 from gasoline sales, $3,000 from other revenue and $43,000 in float trip
revenue. The primary reason for the increases was due to the fact that during
this period in the prior year the Company was closed down for an extended period
due to forest fires in the immediate area. The primary reason for the
significant decrease in float trip revenue was due to low water conditions in
the river which caused the Company to close down the float trips earlier than
usual.
Expenses
The ratio of cost of merchandise sold to sales of merchandise was 58% and 59%,
respectively, in 2001 and 2000. The ratio of operating expenses to total revenue
increased to 40% in 2001 from 39% in 2000. Operating expenses increased by
$77,000 in 2001 as compared to 2000. Of this increase, $94,000 was from labor,
$39,000 in repairs and maintenance, $25,000 in advertising, $3,000 in telephone
costs, $1,000 in Company vehicle and travel, $21,000 in insurance, $4,000 in
utilities, $16,000 in snowmobile parts, and $2,000 in other costs. Offsetting
these increases were decreases of $2,000 in equipment rental, $86,000 in
operating supplies, $4,000 in office supplies, $17,000 in outside services,
$1,000 in printing, $4,000 in credit card fees, $4,000 in property taxes, $5,000
in postage and freight, $3,000 in licenses and fees, and $2,000 in other items.
General and administrative expenses decreased $9,000 or 16% in 2001 as compared
to 2000. General and administrative expenses - related party decreased by $3,000
or 4% in 2001 as compared to 2000.
Inflation
The Company expects that it will be able to offset increases in costs and
expenses, principally labor, caused by inflation, by increasing prices on its
services with minimal effect on operations.
Liquidity and Capital Resources
Working capital increased to a negative $957,000 at September 30, 2001 from a
negative $1,360,000 at March 31, 2001. Current assets increased by $138,000
primarily due to increases in cash and merchandise inventories. Current
liabilities decreased by $318,000 primarily due to a decrease in notes
Page 10 of 13
payable under lines of credit, trade accounts payable and advance deposits,
offset by an increase in income taxes payable.
Further, during fiscal 2001, the Company incurred costs of approximately $15,000
related to certain construction projects. The Company may incur additional costs
of between $250,000 and $400,000 prior to December 31, 2002 to complete the
relocation of employee housing units as required under the NPS contract.
The Company intends to fund these improvements through existing cash funds and
cash generated from operations. Cash generated from operations for the quarters
ended September 30, 2001 and 2000 was $538,000 and $654,000, respectively. The
construction funds will have to be obtained from outside sources to the extent
they exceed cash generated from operations. There is no guarantee that the
Company will be able to procure financing on favorable terms.
During October 2000, the Company renewed a line of credit agreement
("Agreement") with an affiliated company expiring September 30, 2001, which
provides for collateralized borrowings of up to $1,500,000 at an interest rate
of prime plus .5 percent. Borrowings under the Agreement are collateralized by
the assets and improvements of Flagg Ranch. The Company has borrowed $585,000 on
this line of credit as of September 30, 2001. The terms of the Agreement
contain, among other provisions, requirements for maintaining minimum cash flows
(as defined in the Agreement) and place limitations on the Company's ability to
make loans. As of September 30, 2001, the Company was not in compliance with the
minimum cash flow requirement. This Agreement was renewed during October 2001
for an additional twelve months.
During October 2000, the Company entered into a line of credit agreement with
Jackson State Bank ("JSB Agreement"), which provides for collateralized
borrowings of up to $500,000 at an interest rate of prime plus .875 percent.
Borrowings under the JSB Agreement are collateralized by the assets and
improvements of Flagg Ranch. The Company has borrowed $100,000 on the JSB
Agreement as of September 30, 2001.
During December 2000, the Company entered into an Agreement with an affiliated
company expiring November 30, 2001, which provides for collateralized borrowings
of up to $500,000 at an interest rate of prime plus .5 percent. Borrowings under
the Agreement are collateralized by the assets and improvements of Flagg Ranch.
The Company has borrowed $300,000 on this line of credit as of September 30,
2001. The terms of the Agreement contain, among other provisions, requirements
for maintaining minimum cash flows (as defined in the Agreement) and place
limitations on the Company's ability to make loans. As of September 30, 2001,
the Company was not in compliance with the minimum cash flow requirement.
PART II - OTHER INFORMATION
ITEM I. Legal Proceedings
The Department of Labor ("DOL") has notified the Company, on behalf of
current and past employees, that additional overtime is due for the
period beginning November 1, 1997.
Page 11 of 13
Currently the Company pays overtime for any hours in excess of 48 during
a one- week period. The Company, as well as other Park concessioners in
the area, have operated under an exemption that exists in the Fair Labor
Standards Act. The DOL has claimed that this exemption does not apply
due to conflicting language in the Contract Work Hours Safety Standard
Act which requires overtime to be paid to laborers and mechanics working
on a government contract after 40 hours worked during a week. If the DOL
prevails, the estimate of the additional expense to the Company ranges
from $40,000 to $60,000. While there is no guarantee, the Company
believes it will not be subject to the additional overtime payments.
ITEM 2. Changes in Securities
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Securities Holders
None
ITEM 5. Other Materially Important Events
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) 1. Financial Statements Page
The following financial statements of International Leisure Hosts, Ltd. are
included in Part I, Item 1:
Condensed Consolidated Balance Sheets - September 30, 2001 (Unaudited)
and March 31, 2001 2
Condensed Consolidated Statements of Operations - Three and Six months
ended September 30, 2001 and 2000 (Unaudited) 3
Condensed Consolidated Statements of Cash Flows-
Six months ended September 30, 2001 and 2000 (Unaudited) 4
Notes to Unaudited Condensed Consolidated Financial Statements 5
3. The following exhibits are incorporated by reference as indicated:
3.1 By-Laws-Adopted June 22, 1992
filed with Form 10-K dated March 31, 1992
3.2 Articles of Incorporation-filed with Form 10-K dated March 31,
1986, pages 32-41
10.1 United States Department of the Interior National Park Service
Contract-filed with Form 10-Q dated December 31, 1989
Page 12 of 13
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed by the undersigned, thereunto duly authorized.
INTERNATIONAL LEISURE HOSTS, LTD.
(REGISTRANT)
ROBERT L. WALKER
---------------------------------------------
DATE: November 9, 2001 BY: ROBERT L. WALKER
Robert L. Walker
Chairman and Chief Executive Officer
MICHAEL P. PERIKLY
---------------------------------------------
DATE: November 9, 2001 BY: MICHAEL P. PERIKLY
Michael P. Perikly
President and Principal Financial Officer
Page 13 of 13